EXHIBIT 10.6
MERGER AGREEMENT
THIS MERGER AGREEMENT ("Agreement") is made and entered into as of the
19th day of October, 1998 by and between Oasis Resorts International Inc.,
a Nevada corporation (hereinafter "Oasis"), and Flexweight Corporation, a Kansas
corporation ("Flexweight"). Oasis and Flexweight are hereinafter sometimes
referred to collectively as the "Constituent Corporations."
WHEREAS, Flexweight is a privately-held company; and,
WHEREAS, Oasis is a recently formed privately-held Nevada corporation;
and,
WHEREAS, the Boards of Directors of Flexweight and Oasis have
determined that it is advisable that Flexweight merge with and into Oasis, and
that the shareholders of Flexweight exchange their shares of the capital stock
of Flexweight for shares of the capital stock of Oasis. The transaction
contemplated hereby is hereinafter referred to as the "Merger"; and,
WHEREAS, the Constituent Corporations desire to enter into and adopt
this Merger Agreement for the purpose of setting forth certain terms and
provisions that will govern the Merger and to consummate the Merger as a "change
in domicile merger" in accordance with the provisions of Section 368 (a)(2)(F)
of the Internal Revenue Code of 1986, as amended (the "Code"); and,
WHEREAS, the principal purpose of the Merger is to effectuate a change
in corporate domicile from Kansas to Nevada.
NOW, THEREFORE, in consideration of the agreements hereinafter set
forth, in accordance with the business corporation law of the State of Nevada
and the State of Kansas, and for the purpose of setting forth the terms and
conditions of the Merger, the mode of completing the Merger, and the manner of
converting the shares of the capital stock of Flexweight into shares of capital
stock of Oasis, the parties agree as follows:
1. The Reorganization
1.1 The Effective Time. The Merger shall be accomplished by filing
appropriate articles of merger with the Secretary of State of the
State of Nevada and the Secretary of State of the State of Kansas
in the form provided for by the business corporation laws of such
States as soon as practicable after execution of this Merger
Agreement. The term "Effective Time" shall mean the time at
which all necessary Certificates of Merger have been issued by
the Secretary of State of the State of Nevada and the Secretary
of State of the State of Kansas.
1.2 Manner of Merger. At the Effective Time, Flexweight shall be
merged into Oasis, which shall be the corporation that survives
the Merger. The corporate existence of Oasis with all its
purposes, powers and objects shall continue unaffected and
unimpaired by the Merger; and, as the corporation surviving the
Merger, Oasis shall be governed by the laws of the State of
Nevada and shall succeed to all rights, assets, liabilities and
obligations of Flexweight, as provided in the business
corporation laws of the State of Kansas. The separate existence
and corporate organizations of Oasis and Flexweight shall cease
at the Effective Time, and thereafter Oasis shall continue as
Oasis under the laws of the State of Nevada under the new name of
Oasis Resorts International Inc., a Nevada corporation. All the
property, real, personal, and mixed, and all debts of other
obligations due to Flexweight, shall be transferred to and shall
be vested in Oasis, without further act or deed, as provided in
the business corporation laws of the States of Nevada and Kansas.
1.3 Articles of Incorporation and Bylaws of Oasis.
(a) At the Effective Time, the Articles of Incorporation, as
amended, and By-Laws of Oasis, copies of which are attached
hereto as Exhibits "A" and "B" respectively, and
incorporated herein by reference, shall become the
surviving Articles and By-Laws of the Constituent
Corporations.
(b) The directors and officers of Oasis as of the Effective
Time shall be the directors and officers of Flexweight,
until their successors shall have been elected and
qualified, or as otherwise provided by the General
Corporation Law of the State of Nevada and in the Bylaws
of Oasis. If at the Effective Time a vacancy exists in the
Board of Directors or in any of the offices of Oasis, such
vacancy shall thereafter be filled in the manner provided
in the Bylaws of Oasis.
1.4 Status and Conversion of Shares. The manner of converting the
shares of capital stock of Flexweight outstanding immediately
prior to the Merger into shares of common stock of Oasis shall be
as follows:
(a) At the Effective Time, each share of the issued and
outstanding $0.10 par value common stock of Flexweight
shall, by virtue of the Merger and without any action on
the part of the holder thereof, become and be converted
into one (1) share of the $.001 par value common stock of
Oasis.
(b) Any shares of the capital stock of Flexweight held in
treasury as of the Effective Time shall become an equal
number of shares held in the treasury of Oasis.
(c) After the Effective Time, each holder of a certificate or
certificates theretofore representing outstanding shares
of the capital stock of Flexweight may surrender such
certificate or certificates to such agent or agents as
shall be appointed by Oasis (the "Exchange Agent"), and
shall be entitled to receive in exchange therefor a
certificate or certificates representing the number of
whole shares of capital stock of Oasis into which the
shares of capital stock of Flexweight theretofore
represented by the certificates so surrendered have been
converted.
(d) If any certificate evidencing shares of the capital stock
of Flexweight is to be issued in a name other than the
name in which the certificate surrendered is registered,
the certificate so surrendered shall be properly endorsed
and shall otherwise be in proper form for transfer. The
person requesting the transfer shall pay to the Exchange
Agent any transfer or other fees or taxes required by
reason of the issuance of a certificate in name other than
that of the registered holder of the certificate
surrendered.
(e) Oasis may, without notice to any person, terminate all
exchange agencies at any time after 120 days following the
Effective Time. After such termination, all exchanges,
payments and notices provided for in this Agreement to be
made to or by the Exchange Agent shall be made to or by
Oasis or its agent.
(f) On or before October 19, 1998, notice of the proposed
merger will be given to all shareholders of record of
Flexweight, and such holders of a majority of the
outstanding shares of the $0.10 par value common stock,
representing all classes of capital stock of Flexweight
entitled to vote on and approve or reject the Merger. In
such Notice to Shareholders, all Flexweight shareholders,
shall be made aware of any dissenter's rights under Kansas
law and, in particular, that they will have waived any
dissenter's rights under the Business Corporation Act of
the State of Kansas by voting in favor of such merger.
(g) The sole share of $.001 par value common stock of Oasis
owned by Flexweight shall be canceled as of the Effective
Time and shall not thereafter be issued or outstanding.
2. Miscellaneous
2.1 Amendments. This Merger Agreement may be amended with the
approval of the Boards of Directors of the Constituent
Corporations at any time before or after the approval hereof by
their respective shareholders, but after any such approval no
amendment shall be made that substantially and adversely changes
the terms hereof as to any party without the approval of the
shareholders of such party.
2.2 Extension; Waiver. At any time before the Effective Time, the
Board of Directors of either of the Constituent Corporations may
(a) extend the time for the performance of any of the obligations
or other acts of another party hereto, or (b) waive compliance by
another party with any of the agreements or conditions contained
herein. Any such extension or waiver shall be valid only if set
forth in an instrument in writing duly executed and delivered on
behalf of such party.
IN WITNESS WHEREOF, the Constituent Corporations have executed
this Merger Agreement as of the day and year first above written.
"Oasis"
Oasis Resorts International Inc.,
a Nevada corporation
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: President
"Flexweight"
Flexweight Corporation,
a Kansas corporation
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President/CEO
