Contract
Exhibit
3.2
AGREEMENT AND PLAN OF
MERGER
This
AGREEMENT AND PLAN OF MERGER, is made and entered into as of this 21st day of
May, 2009, by and between EMTA Holdings, Inc., a Nevada corporation (“EMTA”), and Green
Planet Group, Inc., a Nevada corporation and wholly-owned subsidiary of
EMTA (“Green
Planet”).
B
A C K G R O U N D
WHEREAS,
the respective Boards of Directors of EMTA and Green Planet deem it advisable
and in the best interests of EMTA and Green Planet (each of which are sometimes
referred to herein as the “Constituent
Corporations”) that Green Planet merge with and into EMTA (the “Merger”), pursuant to
this Agreement and Plan of Merger (the “Plan of Merger”) and
the applicable provisions of the Nevada Revised Statutes (the “NRS”); and
WHEREAS, the approval of the
shareholders of EMTA is not required pursuant to the NRS.
NOW THEREFORE, in consideration of the
foregoing premises, and in reliance on the respective representations,
warranties and covenants contained herein, and for other good and valuable
consideration, the sufficiency and receipt of which is hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as
follows:
1. Merger. The
Constituent Corporations shall effect the Merger upon the terms and subject to
the conditions set forth in this Plan of Merger.
(a) The
Merger. At the Effective Time (as hereinafter defined), Green
Planet shall be merged with and into EMTA pursuant to this Plan of Merger, the
separate corporate existence of Green Planet shall cease and EMTA shall continue
as the surviving corporation under the name Green Planet Group Inc., all upon
the terms and subject to the conditions provided for in this Agreement and
pursuant to the NRS. EMTA, as it exists from and after the Effective
Time, is sometimes hereinafter referred to as the “Surviving
Corporation.”
(b) Effect of the
Merger. The Merger shall have the effect provided therefor by
the NRS. Without limiting the generality of the foregoing, and
subject thereto, at the Effective Time (i) all the rights, privileges, powers
and franchises, of a public as well as of a private nature, and all property,
real, personal and mixed, and all debts due on whatever account, including
without limitation subscriptions to shares, and all other choses in action, and
all and every other interest of or belonging to or due to EMTA or Green Planet
shall be taken and deemed to be transferred to, and vested in, the Surviving
Corporation without further act or deed; and all property, rights and
privileges, powers and franchises and all and every other interest shall be
thereafter as effectually the property of the Surviving Corporation, as they
were of EMTA and Green Planet, and (ii) all debts, liabilities, duties and
obligations of EMTA and Green Planet shall become the debts, liabilities, duties
and obligations of the Surviving Corporation and the Surviving Corporation shall
thenceforth be responsible and liable for all the
debts,
liabilities, duties and obligations of EMTA and Green Planet and neither the
rights of creditors nor any liens upon the property of EMTA or Green Planet
shall be impaired by the Merger, and may be enforced against the Surviving
Corporation.
(c) Consummation of the
Merger. Simultaneously with the execution of this Merger
Agreement, Articles of Merger shall be filed with the Secretary of State of the
State of Nevada in accordance with the provisions of the NRS and the Merger
shall become effective upon such filing or at such later time on the date hereof
as may be specified in the filing with the Secretary of State of the State of
Nevada (the “Effective
Time”). The Surviving Corporation, which shall continue to be
governed by the laws of the State of Nevada, hereby agrees that it may be served
with process in the State of Nevada in any proceeding for enforcement of any
obligation of EMTA or Green Planet Group, as well as for enforcement
of any obligation of the Surviving Corporation arising from the
Merger.
2. Articles of Incorporation;
By-laws; Directors and Officers. The Articles of Incorporation
of EMTA from and after the Effective Time shall be the Articles of Incorporation
of the Surviving Corporation, except that Article First relating to the name
shall be struck and shall be substituted in lieu therefor by Green Planet Group,
Inc. The By-laws of the Surviving Corporation from and after the Effective Time
shall be the By-laws of EMTA. The initial directors of the Surviving
Corporation shall be the directors of EMTA immediately prior to the Effective
Time, in each case until their successors are elected and qualified, and the
initial officers of the Surviving Corporation shall be the officers of EMTA
immediately prior to the Effective Time, in each case until their successors are
duly elected and qualified.
3. Conversion and Cancellation
of Securities. At the Effective Time, all shares of Green
Planet Common Stock issued and outstanding in the name of EMTA shall be
cancelled and retired, and no payment shall be made with respect thereto, and
such shares shall resume the status of authorized and unissued shares of EMTA
Common Stock.
4. Termination. This
Agreement may be terminated at any time on or before the Effective Time by
agreement of the Boards of Directors of the Constituent
Corporations.
5. Amendment. This
Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties hereto.
6. Waiver. Any
agreement on the part of a party hereto to any extension or waiver shall be
valid if set forth in an instrument in writing signed on behalf of such party by
a duly authorized officer.
7. Further
Assurances. If at any time the Surviving Corporation, or its
successors or assigns, shall reasonably consider or be advised that any further
assignments or assurances in law or any other acts are necessary or desirable to
(a) vest, perfect or confirm, of record or otherwise, in the Surviving
Corporation its rights, title or interest in, to or under any of the rights,
properties or assets of the Constituent Corporations acquired or to be acquired
by the Surviving Corporation as a result of, or in connection with, the Merger,
or (b) otherwise carry out the purposes of this Agreement, each Constituent
Corporation and its proper officers and directors shall be deemed to
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have
granted to the Surviving Corporation an irrevocable power of attorney to execute
and deliver all such proper deeds, assignments and assurances in law and to do
all acts necessary or proper to vest, perfect or confirm title to and possession
of such rights, properties or assets in the Surviving Corporation and otherwise
to carry out the purposes of this Agreement; and the proper officers and
directors of the Surviving Corporation are fully authorized in the name of each
Constituent Corporation or otherwise to take any and all such
action.
[Signature
page follows]
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IN WITNESS WHEREOF, the parties have
executed this Agreement and Plan of Merger as of the date first above
written.
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a
Nevada corporation
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| By | /s/ Xxxxxx X. Xxxxxxxx | |
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| Name: Xxxxxx X. Xxxxxxxx | ||
| Title: Chief Executive Officer | ||
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Green
Planet Group, Inc.
a
Nevada corporation
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| By | /s/ Xxxxxx X. Xxxxxxxx | |
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| Name: Xxxxxx X. Xxxxxxxx | ||
| Title: Chief Executive Officer | ||
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