MERGER AGREEMENT
INTERNATIONAL BEVERAGE CORPORATION
and
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
This plan and agreement of merger made and entered into by and between
International Beverage Corporation, a Colorado corporation, and Global
Entertainment Holdings/Equities, Inc., a Colorado corporation, referred to
collectively in this agreement as the constituent corporations.
The respective Board of Directors of the corporations deem it advisable that the
corporations merge into one corporation as the surviving corporation, as
specified in this agreement.
International Beverage Corporation, constituent corporation, has an authorized
capitalization of 100,000,000 common shares, par value $.001 per share, of which
318,970 shares are issued and outstanding, and 22,786 warrants, exercisable at
$14.00 per share which will expire on December 10, 1999. There are also
25,000,000 preferred shares, par value $001 per share, of which there are no
shares issued and outstanding.
Global Entertainment Holdings/Equities, Inc., constituent corporation, has an
authorized capitalization of 100,000,000 common shares, par value $001 per
share, of which 2,232,790 shares are issued and outstanding and, 25,000,000
preferred shares, par value $001 per share, of which there are no shares issued
and outstanding.
Now therefore, in consideration of these mutual covenants and agreements, the
constituent corporations agree as follows:
1. Merger and Surviving Corporation. Global Entertainment Holdings/
Equities, Inc., constituent corporation, the non-surviving corporation, is
merged into International Beverage Corporation, constituent corporation, as the
surviving corporation.
2. Conversion of Shares. The manner and basis of converting the shares of
the nonsurviving corporation into shares of the surviving corporation is as
follows:
a. None of the shares of any class of the capital stock of the surviving
corporation issued and outstanding as of the effective date of this merger shall
be converted as a result of the merger, and all these shares shall remain
unchanged.
b. 1,863,925 shares of the common stock of the non-surviving corporation
shall be and become 2,795,888 shares of the common stock of the surviving
corporation, whether surrendered for conversion and exchange or not, and shall
represent only shares in the surviving corporation for all corporate and legal
purposes, subject, however, to the rights of dissenting shareholders; and, the
shares shall be called in for cancellation and exchange for shares in the
surviving corporation on this merger taking effect on the preceding basis.
c. All treasury shares of each constituent corporation shall be cancelled
and not reissued upon this merger taking effect.
d. No fractional shares shall be issued by reason of the conversion and
exchange of shares, and any fractional interests arising in either constituent
corporation shall be eliminated by purchase by the surviving corporation.
3. Approval of Shareholders and Directors. This Plan and Agreement of
Merger shall be submitted for approval, to the Board of Directors, and to the
shareholders, of each of the constituent corporations, in accordance with the
provisions of the Colorado Business Corporation Act, and their respective
articles of incorporation and bylaws as may be appropriate, to be accomplished
and concluded within the oncoming period of time ending September 15, 1998.
Should these submissions not be made or approvals of the directors and
shareholders of each constituent corporation not be secured or effected within
this period of time, and this Plan and Agreement not therefore approved and
adopted as contemplated, then it shall, without any further action of or by the
parties, other than certification to the other party of the results of the vote
by the secretary of the constituent corporation the shareholders of which shall
not have approved or adopted the plan and agreement of merger, be cancelled and
annulled, and the constituent corporations each discharged without liability to
the other.
4. Effect of Merger on Non-surviving Corporation. Upon this merger taking
effect, the constituent corporations, parties to this Agreement, shall be and
become a single corporation and be the surviving corporation designated in this
Agreement, the separate existence of the nonsurviving corporation shall cease,
and the surviving corporation shall have the rights, privileges, immunities, and
powers, and be subject to all the duties and liabilities of a corporation
organized under the Colorado Business Corporation Act.
5. Effect of Merger on Surviving Corporation. On this merger taking effect,
the surviving corporation shall possess all the rights, privileges, immunities,
and franchises, of a public as well as a private nature, of each of the merging
corporations, and all property, real, personal, and mixed, and all debts due on
whatever account, including subscriptions to shares, and all other choses in
action, and every other interest of or belonging to or due to each of the merged
corporations shall be deemed to be transferred to and vested in this single
corporation without further act or deed; and the title to any real estate, or
any interest vested in any of these corporations shall not revert or be in any
way impaired by reason of the merger. This transfer to and vesting in the
surviving corporation shall be deemed to occur by operation of law, and no
consent or approval of any other person shall be required in connection with any
transfer or vesting unless the consent or approval is specifically required in
the event of merger by law or by express provision in any contract, agreement,
decree, order, or other instrument to which any constituent corporation is a
party or by which it is bound.
6. Liabilities and Obligations. On this merger taking effect, the surviving
corporation shall become responsible and liable for all the liabilities and
obligations of each of the merged corporations; and any claim existing or action
or proceeding, whether civil or criminal, pending by or against any of these
corporations may be prosecuted as if the merger had not taken place, or the
surviving corporation may be substituted in its place. Neither the rights of
creditors nor any liens on the property of any of these corporation shall be
impaired by the merger.
7. Transfer of Property. The non-surviving corporation agrees that from
time to time and as and when requested by the surviving corporation or by its
successors or assigns, to execute and deliver or cause to be executed and
delivered all the deeds and instruments, assignments, assurances in the law, or
take action, as the surviving corporation may deem necessary or desirable to
vest in and confirm to the surviving corporation title to and possession of any
property of the non-surviving corporation acquired or to be acquired by reason
of the merger, and its proper officers and directors shall and will execute and
do all acts and things and execute any papers and documents that are necessary
or proper to carry out the purposes of this merger.
8. Articles of Incorporation. The articles of incorporation of the
surviving corporation as in
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effect on the date this merger takes effect shall continue in full force and
effect except as the articles may be necessarily amended or changed either by
the filing of this plan and agreement or by any amendment as is required to
comply and carry out any term or provision contained in this plan and agreement.
9. Bylaws. The bylaws of the surviving corporation as existing on the date
this merger takes effect shall be and remain the bylaws of the surviving
corporation until the bylaws are altered, amended or repealed according to the
provision made or as provided by law.
10. Officers. The officers of the surviving corporation, party to this
agreement, shall remain in office for the remainder of their respective terms of
office and until their successors shall have been elected and qualified.
11. Directors. The directors of the surviving corporation, party to this
Agreement, on this merger taking full effect, shall be three (3) in number and
be those persons named below, to serve for the remainder of their present terms
of office of the surviving corporation and/or until their successors shall have
been elected and qualified:
Directors Addresses
Xxxxxxx X. Xxxxxx 0000 X. 00xx Xxxxxx-Xxxxx, XX 00000
Xxxxxxx X. Xxxxxx 00000 Xxxxxxxx Xxxx-Xxxxx, XX 00000
Xxxxxx X. Xxxxxx 00000 Xxxxxxxxxx Xx-Xxxxxx, XX 00000
12. Warranties. The constituent corporations agree, and warrant each with
the other, that they will cooperate with the other in carrying out the terms and
provisions of this plan and Agreement; that they and each of them will not issue
or sell any shares of capital stock, except shares issued pursuant to rights or
warrants outstanding, issue rights to subscribe or options to purchase any
shares of their capital stock, amend the articles of incorporation or bylaws of
their corporation except as may be required to comply with the terms and
provisions of this Plan and Agreement, issue or contract any funded debt,
declare and pay any dividend or make any other distribution of surplus except a
regular quarterly dividend or scheduled dividend on preferred stock, undertake
or incur any obligations or liabilities except in the ordinary course of
business and those fees and expenses in connection with the negotiation and
consummation of this merger, mortgage, pledge or encumber any real or personal
property, or interest held by them, sell, assign or dispose of any trademark,
trade name, patent or other intangible assets, default in performance of any
material contract or other obligation, waive any right of substantial value,
invest in or purchase any security, equity or property not in the usual course
of business; and each of them represent that all state, federal and local taxes
and assessments, excise taxes, ad valorem taxes and sales taxes, withholding and
other employee related tax obligations, are currently paid and not in default.
13. Abandonment of Merger. Notwithstanding anything to the contrary or
implied in this plan, this Plan and Agreement may be abandoned without further
liability and obligation prior to the filing of the articles of merger, even if
subsequent to approval being given by the shareholders of both constituent
corporations, by the Board of Directors of either constituent corporation by
resolution duly adopted and notice received by the other constituent
corporation, in the event or on the contingency that:
a. A material adverse change occurs in the business, properties, operations
or financial condition of the other constituent corporation;
b. Any drastic or substantial change occurs in the economic or political
condition
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generally of Colorado or the United States which would affect the advisability
of completing the contemplated merger;
c. On the discovery that any financial statements, or other information
furnished by the other constituent corporation is highly inaccurate, misleading
in material respect, or omits important relevant data or information;
d. Either of the constituent corporations becomes involved in any
litigation not previously disclosed to the other, either pending or threatened,
which would materially affect the financial condition or reputation of the
constituent corporation so involved; and
e. Any action or suit to enjoin or restrain or restrict the contemplated
merger has been filed in any court or agency having jurisdiction in the matter.
14. Expenses. In the event the contemplated merger is not completed, each
constituent corporation, parties to this plan, shall bear their own expenses
incurred in the negotiation and processing of this Plan and Agreement. If the
contemplated merger is completed and takes effect, the surviving corporation
shall pay all expenses arising by reason of the merger or that remain owing and
unpaid by either constituent corporation.
15. Counterpart Agreements. This Plan and Agreement of Merger may be
executed in counterparts, each of which shall be deemed an original document,
but together they shall be deemed to constitute only one agreement.
16. Notices. Notice or other transmittals to the constituent corporations
shall be properly made or served if delivered by hand or by certified or
registered mail at or to the addresses listed below:
International Beverage Corporation Global Entertainment Holdings/Equities, Inc.
0000 X Xxxxxx, #0 0000 X Xxxxxx, #0
Xxxxx, XX 00000 Xxxxx, XX 00000
Dated: August 27, 1998
/s/Xxxxxxx Xxxxxx
By: President
International Beverage Corporation
Attest:
/s/Xxxxxx Xxxxxx
Secretary
International Beverage Corporation
By: /s/Xxxxxx X. Xxxxxx
President
Global Entertainment Holdings/Equities, Inc.
Attest:
/s/Xxxxxxx Xxxxxx
Secretary
Global Entertainment Holdings/Equities, Inc.
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ARTICLES OF MERGER
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporations adopt the following articles of merger:
First: The plan of merger approved by the shareholders of each of the
undersigned corporations is as set forth in Exhibit "A" which is attached hereto
and incorporated herein by reference immediately or upon the filing with the
Secretary of State for the State of Colorado.
Second: Shareholder approval of the plan of merger was not required [or, as
to each of the undersigned corporations, whose shareholders were required to
vote for approval, the number of votes cast for the plan by each voting group
entitled to vote separately on the merger was sufficient for approval by that
voting group].
Third: These articles are to become effective on September 25, 1998, unless
prior to the effective date they are abandoned and a statement of abandonment is
filed prior to the effective date.
Dated: August 27, 1998.
/s/Xxxxxxx X. Xxxxxx /s/Xxxxxx X. Xxxxxx
International Beverage Corporation Global Entertainment Holdings/Equities, Inc.
By: Xxxxxxx X. Xxxxxx By: Xxxxxx X. Xxxxxx
Title: President Title: President
