Exhibit 2.2
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as
of the 5th day of January, 2001, by and among Sundog Technologies Inc., a
Delaware corporation ("Sundog"), and Arkona, Inc., a Utah Corporation
("Arkona").
Recitals
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A. Sundog and Arkona desire that Arkona be merged with and into Sundog,
with Sundog to be the surviving corporation, all as more fully set
forth in this Agreement (the "Merger").
B. For federal income tax purposes it is intended that the Merger shall
qualify as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code").
Agreement
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NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants, agreements and conditions contained herein, the parties
agree as follows:
ARTICLE I
THE MERGER
1.1 Merger; Effective Time. Upon the acceptance of the Certificate of
Merger to which this Agreement is attached by the Secretary of State of the
State of Delaware and the Utah Department of Commerce, Division of Corporations
and Commercial Code (the "Effective Time"), Arkona shall be merged with and into
Sundog, the separate corporate existence of Arkona shall cease and Sundog shall
continue as the surviving corporation with the name "Sundog Technologies, Inc."
(as the surviving corporation, the "Surviving Corporation"). At the Effective
Time, the effect of the Merger shall be as provided in the Merger Agreement and
the applicable provisions of the Utah Law and the Delaware Law. Without limiting
the generality of the foregoing, and subject thereto, at the Effective Time, all
the property, rights, privileges, powers and franchises of Arkona and Sundog
shall vest in the Surviving Corporation, and all debts, liabilities and duties
of Arkona and Sundog shall become the debts, liabilities and duties of the
Surviving Corporation.
1.2 Conversion and Cancellation of Shares of Constituent Corporations.
The mode of carrying the Merger into effect and the manner and basis of
converting the shares of stock of the constituent corporations into shares of
stock of the Surviving Corporation shall be as follows:
(a) Each share of common stock, no par value, of Arkona shall
no longer be outstanding and shall automatically be canceled and
retired and shall cease to exist, and no consideration shall be
delivered or deliverable in exchange therefor; and
(b) Each share of common stock, $.001 par value, of Sundog
("Sundog Common Stock"), which shall be issued and outstanding at the
Effective Time, shall become one fully paid and non-assessable share of
common stock, $.001 par value, of the Surviving Corporation ("Surviving
Common Stock").
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1.3 Certificate of Incorporation; Directors; and Officers.
(a) At the Effective Time, the Certificate of Incorporation of
Sundog, as in effect immediately prior to the Effective Time, shall be the
Certificate of Incorporation of the Surviving Corporation until thereafter
amended as provided by Delaware Law and such Certificate of Incorporation. The
Bylaws of Sundog, as in effect immediately prior to the Effective Time, shall be
the Bylaws of the Surviving Corporation until thereafter amended.
(b) At the Effective Time, the directors of Sundog immediately
prior to the Effective Time shall be the directors of the Surviving Corporation,
to hold office until such time as such directors resign, are removed or their
respective successors are duly elected or appointed and qualified.
(c) At the Effective time, The officers of Sundog immediately
prior to the Effective Time shall be the officers of the Surviving Corporation,
to hold office until such time as such officers resign, are removed or their
respective successors are duly elected or appointed and qualified.
1.4 Surrender of Certificates. After the Effective Time, certificates
which prior to the Merger represented shares of Sundog Common Stock shall, for
all purposes, including voting entitlement, evidence ownership of an equal
number of shares of Surviving Common Stock.
IN WITNESS WHEREOF, this Agreement and Plan of Merger has been duly
executed and delivered by the parties hereto as of the date first set forth
above.
Sundog Technologies Inc.,
a Delaware Corporation
By: /s/ Xxxx Xxxx
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Xxxx Xxxx, President
Arkona, Inc.,
a Utah Corporation
By: /s/ Xxxx Xxxx
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Xxxx Xxxx, President
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