PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER (this "Merger Agreement") is made as of
April 21, 1999, by and between Chaparral Resources, Inc., a Colorado corporation
("Chaparral") and Chaparral Resources Delaware, Inc., a Delaware corporation
("Chaparral Delaware" and, together with Chaparral, the "Constituent
Corporations").
WHEREAS, the authorized capital stock of Chaparral consists of 100,000,000
shares of Common Stock, par value $0.10 per share, and 1,000,000 shares of
Preferred Stock, no par value per share;
WHEREAS, the authorized capital stock of Chaparral Delaware consists of
100,000,000 shares of Common Stock, par value $0.0001 per share, and 1,000,000
shares of Preferred Stock, no par value per share; and
WHEREAS, the directors of the Constituent Corporations deem it advisable
and to the advantage of the Constituent Corporations that Chaparral merge with
and into Chaparral Delaware upon the terms and conditions provided herein.
NOW, THEREFORE, the parties do hereby adopt the plan of reorganization
encompassed by this Merger Agreement and do hereby agree that Chaparral shall
merge with and into Chaparral Delaware on the following terms, conditions and
other provisions:
1. TERMS AND CONDITIONS.
1.1 Merger. Chaparral shall be merged with and into Chaparral Delaware (the
"Merger"), effective at 5:01 p.m., Mountain Standard Time, April 21, 1999 (the
"Effective Date") and Chaparral Delaware shall be the surviving corporation (the
"Surviving Corporation").
1.2 Name Change. On the Effective Date, the name of Chaparral Delaware will
be Chaparral Resources, Inc.
1.3 Succession. On the Effective Date, Chaparral Delaware will continue its
separate corporate existence under the laws of the State of Delaware, and the
separate existence and corporate organization of Chaparral, except insofar as it
may be continued by operation of law, shall be terminated and cease.
1.4 Transfer of Assets and Liabilities. On the Effective Date, the rights,
privileges, and powers, both of a public and a private nature, of each of the
Constituent Corporations shall be vested in and possessed by the Surviving
Corporation, subject to all of the disabilities, duties and restrictions of or
upon each of the Constituent Corporations; and all rights, privileges, and
powers of each of the Constituent Corporations, and all property, real, personal
and mixed, of each of the Constituent Corporations, and all debts due to each of
the Constituent Corporations on whatever account, and all things in action or
belonging to each of the Constituent Corporations shall be transferred to and
vested in the Surviving Corporation; and all property, rights, privileges and
powers, and all and every other interest, thereafter shall be the property of
the Surviving Corporation as they were of the Constituent Corporations, and the
title to any real estate vested by deed or otherwise in either of the
Constituent Corporations shall not revert or be in any way impaired by reason of
the Merger; provided, however, that the liabilities of the Constituent
Corporations and of their respective stockholders, directors and officers shall
not be affected and all rights of creditors and all liens upon any property of
either of the Constituent Corporations shall be preserved unimpaired, and any
claim existing or action or proceeding pending by or against either of the
Constituent Corporations may be prosecuted to judgment as if the Merger had not
been consummated, except as they may be modified with the consent of such
creditors, and all debts, liabilities and duties of or upon each of the
Constituent Corporations shall attach to the Surviving Corporation, and may be
enforced against it to the same extent as if such debts, liabilities and duties
had been incurred or contracted by it.
1.5 Common Stock and Preferred Stock of Chaparral and Chaparral Delaware.
On the Effective Date, by virtue of the Merger and without any further action on
the part of the Constituent Corporation or their respective stockholders, (i)
each share of Common Stock of Chaparral issued and outstanding immediately prior
thereto shall be combined, changed and converted into one (1) share of Common
Stock of Chaparral Delaware,in each case fully paid and nonassessable, (ii) each
share of Preferred Stock of Chaparral issued and outstanding immediately prior
thereto shall be combined, changed and converted into one (1) share of Preferred
Stock of Chaparral Delaware, in each case fully paid and nonassessable, of the
same series and with identical designations, preferences, rights,
qualifications, limitations and restrictions, (iii) each share of Common Stock
of Chaparral Delaware issued and outstanding immediately prior thereto shall be
canceled and returned to the status of authorized but unissued shares, and (iv)
each share of Preferred Stock of Chaparral Delaware issued and outstanding
immediately prior thereto shall be canceled and returned to the status of
authorized but unissued shares.
1.6 Stock Certificates. On and after the Effective Date, all of the
outstanding certificates that, prior to that time, represented shares of Common
Stock and Preferred Stock of Chaparral shall be deemed for all purposes to
evidence ownership of and to represent the shares of Chaparral Delaware into
which the shares of Chaparral represented by such certificates have been
converted as herein provided and shall be so registered on the books and records
of the Surviving Corporation or its transfer agents. The registered owner of any
such certificate shall, until such certificate shall have been surrendered for
transfer or conversion or otherwise accounted for to the Surviving Corporation
or its transfer agent, have and be entitled to exercise any voting and other
rights with respect to and to receive any dividend and other distribution upon
the shares of Chaparral Delaware evidenced by such outstanding certificate as
above provided.
1.7 Options. On the Effective Date, if any options or rights granted to
purchase shares of Common Stock of Chaparral remain outstanding, then the
Surviving Corporation will assume outstanding and unexercised portions of such
options and such options, shall be changed and converted into options to
purchase Common Stock of Chaparral Delaware, such that an option to purchase one
(1) share of Common Stock of Chaparral shall be converted into an option to
purchase one (1) share of Common Stock of Chaparral Delaware. No other changes
in the terms and conditions of such options will occur.
1.8 Purchase Rights. On the Effective Date, the Surviving Corporation will
assume outstanding obligations of Chaparral to issue Common Stock or other
capital stock pursuant to contractual purchase rights granted by Chaparral, and
the outstanding and unexercised portions of all outstanding contractual rights
to purchase Common Stock or other capital stock of Chaparral shall be changed
and converted into contractual rights to purchase Common Stock or other capital
stock, respectively, of Chaparral Delaware such that a contractual right to
purchase one (1) share of Common Stock or other capital stock of Chaparral shall
be converted into a contractual right to purchase one (1)share of Common stock
or other capital stock, respectively, of Chaparral Delaware. No other changes in
the terms and conditions of such contractual purchase rights will occur.
1.9 Employee Benefit Plans. On the Effective Date, the Surviving
Corporation shall assume all obligation of Chaparral under any and all employee
benefit plans in effect as of such date with respect to which employee rights or
accrued benefits are outstanding as of such date. On the Effective Date, the
Surviving Corporation shall adopt and continue in effect all such employee
benefit plans upon the same terms and conditions as were in effect immediately
prior to the Merger.
2. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS
2.1 Certificate of Incorporation and Bylaws. The Certificate of
Incorporation of Chaparral Delaware in effect on the Effective Date shall
continue to be the Certificate of Incorporation of the Surviving Corporation
without change or amendment until further amended in accordance with the
provisions thereof and applicable law. The Bylaws of Chaparral Delaware in
effect on the Effective Date shall continue to be the Bylaws of the Surviving
Corporation without change or amendment until further amended in accordance with
the provisions thereof and applicable law.
2.2 Directors. The directors of Chaparral preceding the Effective Date
shall become the directors of the Surviving Corporation on and after the
Effective Date to serve until expiration of their terms and until their
successors are elected and qualified.
2.3 Officers. The officers of Chaparral preceding the Effective Date shall
become the officers of the Surviving Corporation on and after the Effective Date
to serve at the pleasure of its Board of Directors.
3. MISCELLANEOUS
3.1 Further Assurances. From time to time, and when required by the
Surviving Corporation or by its successors and assigns, the Surviving
Corporation shall execute and deliver, or cause to be executed and delivered,
such deeds and other instruments, and the Surviving Corporation shall take or
cause to be taken such further and other action as shall be appropriate or
necessary in order to vest or perfect or to conform of record or otherwise, in
the Surviving Corporation the title to and possession of all the property,
interests, assets, rights, privileges, immunities, powers, franchises and
authority of Chaparral and otherwise to carry out the purposes of this Merger
Agreement, and the officers and directors of the Surviving Corporation are
authorized fully in the name and on behalf of Chaparral Delaware or otherwise to
take any and all such action and to execute and deliver any and all such deeds
and other instruments.
3.2 Amendment. At any time before or after approval by the stockholders of
Chaparral, this Merger Agreement may be amended in any manner (except that,
after the approval of this Merger Agreement by the stockholders of Chaparral,
the principal terms may not be amended without further approval of the
stockholders of Chaparral) as may be determined in the judgment of the
respective Board of Directors of Chaparral Delaware and Chaparral to be
necessary, desirable, or expedient in order to clarify the intention of the
parties hereto or to effect or facilitate the purpose and intent of this Merger
Agreement.
3.3 Conditions to Merger. The obligation of the Constituent Corporations to
effect the transactions contemplated hereby is subject to satisfaction of the
following conditions (any or all of which may be waived by either of the
Constituent Corporations in its sole discretion to the extent permitted by law):
(a) the Merger shall have been approved by the shareholders of
Chaparral in accordance with applicable provisions of the
Colorado Business Corporation Act;
(b) Chaparral, as sole stockholder of Chaparral Delaware, shall have
approved the Merger in accordance with the General Corporation
Law of the State of Delaware; and
(c) any and all consents, permits, authorizations, approvals, and
orders deemed in the sole discretion of Chaparral to be material
to consummation of the Merger shall have been obtained.
3.4 Abandonment or Deferral. Notwithstanding the approval of this Merger
Agreement by the shareholders of Chaparral and Chaparral Delaware, at any time
before the Effective Date, (a) this Merger Agreement may be terminated and the
Merger may be abandoned by the Board of Directors of either Chaparral or
Chaparral Delaware or both or (b) the consummation of the Merger may be deferred
for a reasonable period of time if, in the opinion of the Board of Directors of
Chaparral or the Board of Directors of Chaparral Delaware, such action would be
in the best interests of such corporations. In the even of termination of this
Merger Agreement, this Merger Agreement shall become void and of no effect and
there shall be no liability on the part of either Constituent Corporation or
their respective Board of Directors or stockholders with respect thereto, except
that Chaparral shall pay all expenses incurred in connection with the Merger or
in respect to this Merger Agreement or relating thereto.
3.5 Counterparts. In order to facilitate the filing and recording of this
Merger Agreement, the same may be executed in any number of counterparts, each
of which shall be deemed to be an original.
IN WITNESS WHEREOF, this Merger Agreement, having first been duly approved
by the Board of Directors of Chaparral and the Board of Directors of Chaparral
Delaware, hereby is executed on behalf of each such corporation and attested to
by a duly authorized officer thereof as of the date first above written.
CHAPARRAL RESOURCES, INC.
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Treasurer and Controller
CHAPARRAL RESOURCES DELAWARE, INC.
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Treasurer and Controller
