EXHIBIT 2.4
Agreement and Plan of Reincorporation and Merger
This Agreement and Plan of Reorganization and Merger ("Reincorporation
Agreement") is made as of May 2000, by and between COLLEGE BOUND STUDENT
ALLIANCE, INC., a Colorado corporation ("CBSA-Colorado"), and COLLEGE BOUND
STUDENT ALLIANCE, INC., a Nevada corporation ("CBSA-Nevada"), (collectively, the
"Constituent Corporations").
The parties adopt the plan of merger encompassed by this Reincorporation
Agreement and agree that CBSA-Colorado shall merger into CBSA-Nevada on the
following terms and conditions:
1. REINCORPORATION; SURVIVING CORPORATION; AND EFFECTIVE TIME.
1.1 Reincorporation. As soon as practicable following the fulfillment (or
waiver, to the extent permitted) of conditions specified in this
Reincorporation Agreement, CBSA-Colorado shall be merged with and into
CBSA-Nevada (the "Reincorporation"), and CBSA-Nevada shall survive the
Reincorporation.
1.2 Effective Time. The Reincorporation shall be effective as of the latest of
the date and time when (i) Articles of Merger are duly filed with the
Secretary of State of the State of Colorado as provided by the Colorado
Business Corporation Act; (ii) Articles of Merger are duly filed with the
Secretary of State of the State of Nevada as provided in the Nevada General
Corporation Law; and (iii) May 31, 2000 ("Effective Time").
1.3 Surviving Corporation. At the Effective Time, CBSA-Nevada as the surviving
corporation ("Surviving Corporation"), shall continue its corporate
existence under the laws of the State of Nevada in the manner and with the
effect provided by the Nevada General Corporation Law, and the separate
existence of CBSA-Colorado shall be terminated and shall cease.
2. TREATMENT OF SECURITIES.
2.1 Common Stock of CBSA-Colorado and CBSA-Nevada. At the Effective Time, by
virtue of the Reincorporation and without any further action on the part of
the Constituent Corporations or their shareholders, (i) each share of
Common Stock of CBSA-Colorado issued and outstanding immediately prior to
the Effective Time shall be changed and converted into one fully paid and
nonassessable share of the Common Stock of CBSA-Nevada; (ii) each option to
buy a share of Common Stock of CBSA-Colorado granted and outstanding
immediately prior to the Effective Time shall be changed and converted into
an option to buy a share of Common Stock of CBSA-Nevada on the same terms
and conditions; (iii) each share of Common Stock of CBSA-Nevada issued and
outstanding immediately prior to the Effective Time shall be cancelled.
2.2 Stock Certificates. At and after the Effective Time, all of the outstanding
certificates that, prior to that time, represented shares of the Common
Stock of CBSA-Colorado shall be deemed for all purposes to evidence
ownership of and to represent an equal number of shares of the same class
and Series of Common Stock of CBSA-Nevada and shall be so registered on the
books and records of CBSA-Nevada or its transfer agent. The registered
owner of any outstanding stock certificate shall, until such certificate
shall have been surrendered for transfer or conversion or otherwise
accounted for to CBSA-Nevada 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 distributions upon, the shares of CBSA-Nevada evidenced
by such outstanding certificate as above provided. After the Effective
Time, whenever certificates which formerly represented shares of
CBSA-Colorado are presented for exchange or registration of transfer, the
Surviving Corporation will cause to be issued in respect thereof
certificates representing the shares of CBSA-Nevada into which the shares
of CBSA-Colorado were converted.
3. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS.
3.1 Articles of Incorporation. At the Effective Time, the articles of
incorporation of CBSA-Nevada then in effect shall be the articles of
incorporation of the Surviving Corporation until further amended or
repealed in the manner provided by law.
3.2 Bylaws. At the Effective Time, the Bylaws of the Surviving Corporation then
in effect shall be the bylaws of the Surviving Corporation until further
amended in accordance with the provisions thereof and applicable law.
3.3 Directors. The directors of CBSA-Colorado immediately preceding the
Effective Time shall be the directors of the Surviving Corporation on and
after the Effective Time and shall serve until the expiration of their
terms and until their successors are elected and qualified.
3.4 Officers. The officers of CBSA-Colorado immediately preceding the Effective
Time shall be the officers of the Surviving Corporation on and after the
Effective Time and shall serve at the pleasure of its Board of Directors.
4. MISCELLANEOUS.
4.1 Amendment. This Reincorporation Agreement may be amended by the Boards of
Directors of the Constituent Corporations at any time prior to the filing
of this Reincorporation Agreement with the Colorado Secretary of State or
the Nevada Secretary of State, provided that an amendment made subsequent
to the adoption of the Reincorporation Agreement by the shareholders of
either Constituent Corporation, unless approved by such shareholders, shall
not (i) alter or change the amount or kind of shares to be received upon
conversion of the outstanding Common Stock of CBSA-Colorado, or (ii) alter
or change any of the terms and conditions of the Reincorporation Agreement
if such alteration or change would adversely affect the holders of the
outstanding Common Stock of CBSA-Colorado.
4.2 Conditions to Reincorporation. 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
to the extent permitted by law in the sole discretion of the Boards of
Directors of the Constituent Corporations): (i) the Reincorporation shall
have been approved by the shareholders of CBSA-Colorado in accordance with
the Colorado Business Corporation Act; (ii) CBSA-Colorado, as sole
shareholder of CBSA-Nevada, shall have approved the Reincorporation in
accordance with the Nevada General Corporation Law; and (iii) the parties
shall have made all filings and received all approvals of any governmental
or regulatory agency of competent jurisdiction necessary in order to
consummate the Reincorporation, and each of such approvals shall be in full
force and effect.
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4.3 Abandonment or Deferral. At any time before the Effective Time, this
Reincorporation Agreement may be terminated and the Reincorporation may be
abandoned by the Board of Directors of either or both of the Constituent
Corporations, notwithstanding the approval of this Reincorporation
Agreement by the Shareholders of CBSA-Colorado, or the consummation of the
Reincorporation may be deferred for a reasonable period of time if, in the
opinion of the Board of Directors of the Constituent Corporations, such
action would be in the best interests of such corporations. In the event of
termination of this Reincorporation Agreement, this Reincorporation
Agreement shall become void and of no effect and there shall be no
liability on the part of either Constituent Corporation or its Board of
Directors or shareholders with respect thereto.
IN WITNESS WHEREOF, this Reincorporation Agreement, having first been fully
approved by the Boards of Directors of CBSA-Colorado and CBSA-Nevada, is hereby
executed on behalf of each Constituent Corporation.
COLLEGE BOUND STUDENT ALLIANCE, INC.,
A Colorado corporation
By:/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Corporate Secretary
COLLEGE BOUND STUDENT ALLIANCE, INC.,
A Nevada corporation
By:/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, President
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