RealSource Residential, Inc 8-K
Exhibit 3.1
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 11th day of July, 2013, pursuant to Section 92A.180 of the Nevada Revised Statutes (the “NRS”), by and between Upstream Biosciences, Inc., a Nevada corporation (“Upstream Biosciences”) and RealSource Residential, Inc., a Nevada corporation (“RealSource”).
WHEREAS, RealSource is the wholly-owned subsidiary of Upstream Biosciences;
WHEREAS, the boards of directors of RealSource and Upstream Biosciences deem it advisable and in the best interests of their respective companies and shareholders that RealSource be merged with and into Upstream Biosciences, with Upstream Biosciences remaining as the surviving corporation under the name “RealSource Residential, Inc.”;
WHEREAS, the board of directors of RealSource has approved the plan of merger embodied in this Agreement; and
WHEREAS, the board of directors of Upstream Biosciences has approved the plan of merger embodied in this Agreement.
THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:
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1.
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THE MERGER
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1.1The Merger
Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), RealSource shall be merged with and into Upstream Biosciences in accordance with the applicable laws of the State of Nevada (the “Merger”). The separate existence of RealSource shall cease, and Upstream Biosciences shall be the surviving corporation under the name “RealSource Residential, Inc.” (the “Surviving Corporation”) and shall be governed by the laws of the State of Nevada.
1.2Effective Date
The Merger shall become effective on the date and at the time (the “Effective Date”) that:
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(a)
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(b)
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after satisfaction of the requirements of the laws of the State of Nevada.
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1.3Articles of Incorporation
On the Effective Date, the Articles of Incorporation of Upstream Biosciences, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1 of the Articles of Incorporation of Upstream Biosciences, as the Surviving Corporation, shall be amended to state that the name of the corporation is “RealSource Residential, Inc.”
1.4Bylaws
On the Effective Date, the Bylaws of Upstream Biosciences, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.
1.5Directors and Officers
The directors and officers of Upstream Biosciences immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.
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2.
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CONVERSION OF SHARES
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2.1Common Stock of Upstream Biosciences
Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of Upstream Biosciences, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation, par value of $0.001 per share (the “Survivor Stock”).
2.2Common Stock of RealSource
Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of RealSource, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.
2.3Exchange of Certificates
Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.
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3.
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EFFECT OF THE MERGER
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3.1Rights, Privileges, etc.
On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of RealSource and Upstream Biosciences; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of RealSource and Upstream Biosciences on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in RealSource or Upstream Biosciences, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of RealSource and Upstream Biosciences shall be preserved unimpaired, and all liens upon the property of RealSource or Upstream Biosciences shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.
3.2Further Assurances
From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of RealSource such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of RealSource and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of RealSource or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.
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4.
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GENERAL
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4.1Abandonment
Notwithstanding any approval of the Merger or this Agreement by the shareholders of RealSource or Upstream Biosciences or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of RealSource or Upstream Biosciences.
4.2 Amendment
At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both RealSource and Upstream Biosciences.
4.3Governing Law
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.
4.4Counterparts
In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.
4.5Electronic Means
Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.
UPSTREAM BIOSCIENCES, INC.
By: __/s/ Xxxxxx X. Xxxxx _________________
Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive Officer
REALSOURCE RESIDENTIAL, INC.
By: ___/s/ V. Xxxxx Xxxxxxx ________________
Name: V. Xxxxx Xxxxxxx
Title: President and Chief Executive Officer
