AGREEMENT OF MERGER
Exhibit 2.1
This
Agreement of Merger is adopted by Environmental Digital Services, Inc., a
business corporation organized under the laws of the State of Florida, by
resolution of its Board of Directors on July 1, 2008, and is adopted by
Environmental Digital Services, Inc., business corporation organized under the
laws of the State of Delaware, by resolution of its Board of Directors on July
1, 2008. The names of the corporations planning to merge are
Environmental Digital Services, Inc., a business corporation organized under the
laws of the State of Florida and Environmental Digital Services, Inc., a
business corporation organized under the laws of the State of
Delaware. The name of the surviving corporation is Environmental
Digital Services, Inc., a Delaware corporation.
1. Environmental
Digital Services, Inc., a Florida corporation, and Environmental Digital
Services, Inc., a Delaware corporation, shall pursuant to the provisions of the
Florida Corporations Act and pursuant to the provisions of the Delaware General
Corporation Law, be merged into a single corporation, to wit, Environmental
Digital Services, Inc., a Delaware corporation, which shall be the surviving
corporation at the effective time of the filing of this Agreement of Merger or a
Certificate of Merger with the State of Delaware. Environmental
Digital Services, Inc., a Delaware corporation may sometimes be referred to as
the “Surviving Corporation” and shall continue to exist in accordance with the
provisions of the laws of the jurisdiction of its organization. The
separate existence of Environmental Digital Services, Inc., a Florida
corporation, which is hereinafter referred to as the “Non-Surviving Corporation”
shall cease at the effective time and date of the merger in accordance with the
provisions of the Florida Corporate Statutes.
2. The
present Articles of Incorporation of the Surviving Corporation shall be the
Articles of Incorporation of said Surviving Corporation and said Articles of
Incorporation shall continue in full force and effect until amended and changed
in the manner prescribed by the provisions of the laws of the jurisdiction of
organization of the Surviving Corporation.
3. The
present Bylaws of the Surviving Corporation will be the bylaws of said Surviving
Corporation and will continue in full force and effect until changed, altered or
amended as therein provided and in the manner prescribed by the provisions of
the laws of the jurisdiction of organization of the Surviving
Corporation.
4. The
directors and officers of the Surviving Corporation, which are the same as the
directors and officers of the Non-Surviving Corporation, at the effective time
and date of the merger shall be the members of the first Board of Directors and
the first officers of the Surviving Corporation, all of whom shall hold their
respective offices until the election and qualification of their respective
successors or until their tenure is otherwise terminated in accordance with the
bylaws of the Surviving Corporation.
5. Each
issued share of the Non-Surviving Corporation immediately before the effective
time and date of the merger shall be converted into one share of the same class
of stock of the Surviving Corporation. The issued shares of the
Surviving Corporation shall not be converted or exchanged in any manner, but
each said share which is issued at the effective time and date of the merger
shall continue to represent one issued share of the Surviving
Corporation.
6. The
Agreement of Merger herein made and approved shall be submitted to the
shareholders of the Surviving and Non-Surviving Corporation for approval as
required by the laws of the State of Florida and the laws of the State of
Delaware.
7. In
the event that the Agreement of Merger shall have been approved by the
shareholders entitled to vote of the Non-Surviving Corporation and by the
shareholders entitled to vote of the Surviving Corporation in the manner
prescribed by the laws of the State of Florida and the laws of the State of
Delaware, the Non-Surviving Corporation and the Surviving Corporation hereby
stipulate that they will cause to be executed and filed and/or recorded any
document or documents prescribed by the laws of the State of Florida and the
laws of the State of Delaware and that they will cause to be performed all
necessary acts therein and elsewhere to effectuate the merger.
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8. The
Board of Directors and the proper officers of the Non-Surviving Corporation and
the Board of Directors and the proper officers of the Surviving Corporation
respectively, are hereby authorized, empowered, and directed to do any and all
acts and things and to make, execute, deliver, file and/or record any and all
instruments, papers and documents which shall be or become necessary, proper, or
convenient to carry out or put into effect any of the provisions of this
Agreement of Merger or of the merger herein provided for.
| Executed July 1, 2008 |
ENVIRONMENTAL
DIGITAL SERVICES, INC.
a
Delaware corporation
|
| By: /s/ Xxxxxxx Xxxxxxx | |
| Xxxxxxx Xxxxxxx, President | |
|
ENVIRONMENTAL
DIGITAL SERVICES, INC.
a Florida corporation
|
|
| By: /s/ Xxxxxxx Xxxxxxx | |
| Xxxxxxx Xxxxxxx, President |
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