AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
BETTING, INC. (NEVADA)
AND
BETTING, INC. (MISSOURI)
This Agreement and Plan of Merger ("Agreement") between
Betting, Inc. ("Betting Nevada" or "Surviving Corporation") and
Betting, Inc. ("Betting Missouri"), the two corporations acting
by their respective boards of directors and sometimes
collectively referred to as the "Constituent Corporations," is
entered into this 17th day of May, 1999 in Rancho Palos Verdes,
California, and will have an effective date, if approved as set
forth in Article I, Section 1 hereafter, of June 1, 1999
("Effective Date").
WHEREAS, Betting Nevada is a corporation organized and existing
under the laws of the State of Nevada, having been incorporated
on March 8, 1999, with its principal business office to be
located at 00000 Xxxxxxxxxx Xxxxxx, Xxxxx 00, Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000;
WHEREAS, the authorized capital stock of Betting Nevada is
Twenty-Five Million (25,000,000) shares of common stock, par
value of One Tenth of One Cent ($0.001) per share, none of which
have been issued;
WHEREAS, Nevada Revised Statutes 92A.190 confers upon Betting
Nevada the power to merge with a foreign corporation, and Nevada
Revised Statutes 92A.250 confers upon Betting Nevada the right to
issue its own shares in exchange for shares of any corporation to
be merged into Betting Nevada;
WHEREAS, Betting Missouri is a corporation organized and existing
under the laws of the State of Missouri, having been originally
incorporated on September 1, 1981 as HANDY-TOP, INC (on April 20,
1983, the Articles of Incorporation were amended to change the
name of the corporation to HTI Corporation; on May 28, 1993, the
Articles of Incorporation were amended to change the name of the
corporation to Leggoons, Inc.; on March 1, 1997, the Articles of
Incorporation were amended to change the name to Betting, Inc.);
WHEREAS, the authorized capital stock of Betting Missouri
consists of Ten Million (10,000,000) shares of common stock, par
value of One Cent ($0.01) per share, of which Fourteen Million
Five Hundred Thousand (14,500,000) shares are presently issued
and outstanding, and Five Million (5,000,000) shares of preferred
stock, par value of One Cent ($0.01), of which no shares are
issued and outstanding. Section 351.458.1 of the Missouri
Revised Statutes provides that a foreign corporation and a
domestic corporation may be merged and the foreign corporation
can be the surviving entity.
WHEREAS, the respective boards of directors of Betting Nevada and
Betting Missouri deem it desirable and in the best interests of
the corporations and their stockholders that the corporations
enter into this Agreement and merge pursuant to the terms and
conditions contained herein and for the sole purpose of
redomiciling the corporation into the State of Nevada; and
WHEREAS, in order to consummate this merger and in consideration
of the mutual benefits to be derived and the mutual agreements
contained herein, Betting Nevada and Betting Missouri approve and
adopt this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual
agreements, provisions and covenants herein contained, it is
agreed by and between the parties that, in accordance with the
provisions of the laws of the State of Nevada, Betting Nevada and
Betting Missouri and shall be, and they are, as of the merger
date (as defined in Article I, Section 2 hereafter) merged into a
single surviving corporation, which shall be and is Betting
Nevada, one of the Constituent Corporations, which shall continue
its corporate existence and remain a Nevada corporation governed
by the laws of that state, all on the terms and conditions set
forth as follows:
ARTICLE I
MERGER
1. Shareholder Approval.
Within thirty (30) days from the date of this Agreement, or
such longer period as the parties hereto shall agree upon in
writing, this Agreement shall be submitted for approval and
adoption, pursuant to and in accordance with the applicable
provisions of the laws of the State of Nevada and the State of
Missouri, to the holders of common stock of Betting Nevada and to
the holders of common shares of Betting Missouri at duly held
shareholders' meetings or by unanimous written consent. This
Agreement shall be approved and adopted upon receiving the
affirmative vote of the holders of a majority of the common stock
of Betting Nevada outstanding on the record date established for
determining the holders of Betting Nevada common stock entitled
to vote at such Betting Nevada shareholders' meeting, and the
affirmative vote of a majority of the common shares of Betting
Missouri outstanding on the record date established for
determining the holders of common shares entitled to vote at such
Betting Missouri shareholders' meeting. If this Agreement shall
be so approved and adopted, Betting Nevada and Betting Missouri
shall immediately proceed to effectuate the merger of Betting
Missouri into Betting Nevada. If this Agreement shall not be so
approved and adopted, it shall, without any further action by the
parties, other than certification to the other Constituent
Corporation of the results of the vote by the Secretary or Clerk,
as the case may be, of the Constituent Corporation the
shareholders of which shall not have approved or adopted this
Plan, be cancelled without liability from either party to the
other.
2. Filings After Shareholder Approval.
Under Section 351.458.1(2) of the Missouri Revised Statutes,
Betting Missouri will cease to exist and Betting Nevada will
possesses all the powers and property formerly possessed by
Betting Missouri upon approval of this Agreement by its
shareholders, and the filing with the Missouri Secretary of State
the following: (a) An agreement that Betting Missouri will
promptly pay to the dissenting shareholders of Betting, Inc. the
amount, if any, to which they shall be entitled under provisions
of the Missouri Revised Statutes with respect to the rights of
dissenting shareholders; and (b) an agreement that Betting, Inc.
may be served with process in Missouri, and an irrevocable
appointment of the Missouri Secretary of State as its agent to
accept service of process, in any proceeding based upon any cause
of action against Betting, Inc. arising in Missouri prior to the
issuance of the Certificate of Merger by the Missouri Secretary
of State, and in any proceeding for the enforcement of the rights
of a dissenting shareholder of Betting, Inc. against the
Surviving Corporation. Under Section 351.458.4, the effective
date of the merger is the date on which the merger becomes
effective in the State of Nevada.
As soon as practicable after the approval of the merger by the
shareholders of Betting Nevada has been obtained and all other
conditions to the obligations of the parties to this agreement to
the effect the merger shall have been satisfied or waived,
Betting Nevada shall file with the Nevada Secretary of State a
duly executed Articles of Merger, as required by Nevada Revised
Statutes 92A.200, and take such other and future actions as may
be required by Nevada law to make the merger effective. The
merger of Betting Missouri into Betting Nevada shall become
effective upon the filing of the Articles of Merger with the
Nevada Secretary of State ("Merger Date").
3. Effect of Merger.
Betting Nevada shall succeed to, without other transfer, and
shall possess and enjoy all rights, privileges, powers and
franchises as well of a public as of a private nature, and be
subject to all restrictions, disabilities and duties of each of
two Constituent Corporations, and all and singular, the rights,
privileges, powers and franchises of each of corporations, and
all property, real, personal and mixed, and all debts to either
of Constituent Corporations on whatever account, as well for
stock subscriptions as all other things in action or belonging to
each of the corporations shall be vested in the Surviving
Corporation; and all property, rights, privileges, powers and
franchises, and all and every other interest shall be as
effectually property of the Surviving Corporation as they were of
Constituent Corporations, provided, that all rights of creditors
and all liens on any property of each of Constituent Corporations
shall be preserved unimpaired, limited to property affected by
the liens at time of merger, and all debts, liabilities and
duties of Constituent Corporations shall attach to the Surviving
Corporation, and may be enforced against it to the same extent as
if debts, liabilities and duties had been incurred or contracted
by it. If at any time the Surviving Corporation shall deem or be
advised that any further assignments or assurances in law or
things are necessary or desirable to vest, or to perfect or
confirm, of record or otherwise, in the Surviving Corporation the
title to any property acquired or to be acquired by reason of or
as a result of merger provided for by this agreement, proper
officers and directors of each of Constituent Corporations shall
execute and deliver all proper deeds, assignments and assurances
in law and do all things necessary or proper to vest, perfect or
confirm title to property in the Surviving Corporation and
otherwise to carry out the purpose of this Agreement.
ARTICLE II
NAME AND CONTINUED CORPORATE EXISTENCE
OF SURVIVING CORPORATION
The corporate name of Betting Nevada, the Constituent Corporation
whose corporate existence is to survive this merger and continue
thereafter as the Surviving Corporation, and its identity,
existence, purposes, powers, objects, franchises, rights and
immunities shall continue unaffected and unimpaired by the
merger, and the corporate identity, existence, purposes, powers,
objects, franchises, rights and immunities of Betting Missouri
shall be wholly merged into Betting Nevada. Accordingly, on the
Merger Date the separate existence of Betting Missouri, except
insofar as continued by statute, shall cease.
ARTICLE III
GOVERNING LAW
CERTIFICATE OF INCORPORATION
As stated, the laws of State of Nevada shall govern the Surviving
Corporation. From and after the Merger Date, the certificate of
incorporation of Betting Nevada attached as Appendix A (which
Appendix A represents the certificate of incorporation of Betting
Nevada filed in the office of the Secretary of State of the State
of Nevada on March 8, 1999) shall be and become the certificate
of incorporation of the Surviving Corporation. In addition to
the powers conferred upon it by law, the Surviving Corporation
shall have the powers set forth in Appendix A and be governed by
those provisions. From and after the Merger Date, and until
further amended as provided by law, Appendix A may be certified,
separate and apart from this agreement, as the certificate of
incorporation of the Surviving Corporation.
ARTICLE IV
BYLAWS OF SURVIVING CORPORATION
From and after the Merger Date the present bylaws of Betting
Nevada shall be and become the bylaws of the Surviving
Corporation until they shall be altered, amended or repealed, or
until new bylaws shall be adopted, in accordance with the
provisions of law, the bylaws and the certificate of
incorporation of the Surviving Corporation.
ARTICLE V
DIRECTORS AND OFFICERS
1. Directors.
The number of directors of the Surviving Corporation, who
shall hold office until their successors have been duly elected
and shall have qualified, or as otherwise provided in the
certificate of incorporation of Betting Nevada or its bylaws,
shall be three (3) until changed by action of the Board of
Directors of the Surviving Corporation pursuant to its bylaws;
and the respective names of the first directors of the Surviving
Corporation are as follows:
Xxxxxx X. Xxxxxx
Xxxx X. Xxxx
Xxxxx Xxxxxx
If, on or after the Merger Date, a vacancy shall for any reason
exist in the Board of Directors of the Surviving Corporation, or
in any of the offices, the vacancy shall be filled in the manner
provided in the certificate of incorporation of Betting Nevada or
in its bylaws.
2. Annual Meeting.
The first annual meeting of the shareholders of the Surviving
Corporation after the Merger Date shall be the annual meeting
provided by the bylaws of Betting Nevada for the year 2000.
3. Officers.
The first officers of the Surviving Corporation, who shall
hold office until their successors have been elected or appointed
and shall have qualified, or as otherwise provided in its bylaws,
are as follows:
Xxxxxx X. Xxxxxx, President
Xxxx X. Xxxx, Secretary
Xxxxx Xxxxxx, Treasurer
ARTICLE VI
CAPITAL STOCK OF SURVIVING CORPORATION
The capitalization of the Surviving Corporation upon the Merger
Date shall be as set forth in the certificate of incorporation of
Betting Nevada.
ARTICLE VII
CONVERSION OF SHARES ON MERGER
Each of the shares of common stock, par value of One Cent ($0.01)
per share, of Betting Missouri outstanding on the Merger Date
("Betting Missouri Stock"), and all rights shall upon the Merger
Date be converted into one share of common stock, par value One
Tenth of One Cent ($0.001) per share of Betting Nevada ("Betting
Nevada Stock"). At any time and from time to time after the
Merger Date, each holder of an outstanding certificate or
certificates representing shares of Betting Missouri Stock shall
be entitled, upon the surrender of the certificate or
certificates at the office of an transfer agent of Betting Nevada
to be designated by the Board of Directors of Betting Nevada to
receive in exchange a certificate or certificates representing
the number of shares of Betting Nevada Stock into which the
shares of Betting Missouri Stock represented by the certificate
or certificates surrendered shall have been converted. No
dividend shall be paid by Betting Nevada to the holders of
outstanding certificates expressed to represent shares of Betting
Missouri Stock, but, upon surrender and exchange as provided,
there shall be paid to the record holder of the certificate or
certificates for Betting Nevada Stock issued in exchange therefor
an amount with respect to each such share of Betting Nevada Stock
equal to all dividends which shall have been paid or become
payable to holders of record of Betting Nevada Stock between the
Merger Date and the date of exchange.
ARTICLE VIII
ASSETS AND LIABILITIES
On the Merger Date, all property, real, personal and mixed, and
all debts due to either of the Constituent Corporations on
whatever account, as well for stock subscriptions as all other
choses in action, and all and every other interest of or
belonging to either of Constituent Corporations shall be taken by
and deemed to be transferred to and vested in the Surviving
Corporation without further act or deed; and all property and
every other interest shall be as effectually the property of the
Surviving Corporation as it was of the respective Constituent
Corporations, and the title to any real estate or any interest,
whether vested by deed or otherwise, in either of the Constituent
Corporations shall not revert or be in any way impaired by reason
of the merger; provided, however, that all rights of creditors
and all liens upon the property of either of the Constituent
Corporations shall be preserved unimpaired, and all debts,
liabilities, obligations and duties of the respective Constituent
Corporations shall attach to the Surviving Corporation, and may
be enforced against it to the same extent as if the debts,
liabilities, obligations and duties had been incurred or
contracted by it. Any action or proceeding pending by or against
either of the Constituent Corporations may be prosecuted to
judgment as if the merger had not taken place, or the Surviving
Corporation may be submitted in place of either of the
Constituent Corporations. The parties respectively agree that
from time to time, when requested by the Surviving Corporation or
by its successors or assigns, they will execute and deliver or
cause to be executed and delivered all deeds and instruments, and
will take or cause to be taken all further or other action, as
the Surviving Corporation may deem necessary or desirable in
order to vest in and confirm to the Surviving Corporation or its
successors or assigns title to and possession of all the property
and rights and otherwise carry out the intent and purposes of
this Agreement.
ARTICLE IX
CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS
Prior to the Merger Date Betting Missouri shall conduct its
business in its usual and ordinary manner, and shall not enter
into any transaction other than in the usual and ordinary course
of such business except as provided. Without limiting the
generality of the above, Betting Missouri shall not, except as
otherwise consented to in writing by Betting Nevada or as
otherwise provided in this agreement:
1. Issue or sell any shares of its capital stock in addition to
those outstanding on this date, except shares issued pursuant to
rights or options outstanding at that date;
2. Issue rights to subscribe to or options to purchase any
shares of its stock in addition to those outstanding on this
date;
3. Amend its certificate of incorporation or its bylaws;
4. Issue or contract to issue funded debt;
5. Declare or pay any dividend or make any other distribution
upon or with respect to its capital stock.
6. Repurchase any of its outstanding stock or by any other means
transfer any of its funds to its shareholders either selectively
or rateably, in return for value or otherwise, except as salary
or other compensation in the ordinary or normal course of
business;
7. Undertake or incur any obligations or liabilities except
current obligations or liabilities in the ordinary course of
business and except for liabilities for fees and expenses in
connection with the negotiation and consummation of the merger in
amounts to be determined after the Merger Date;
8. Mortgage, pledge, subject to lien or otherwise encumber any
realty or any tangible or intangible personal property;
9. Sell, assign or otherwise transfer any tangible assets of
whatever kind, or cancel any claims, except in the ordinary
course of business;
10. Sell, assign, or otherwise transfer any trademark, trade
name, patent or other intangible asset;
11. Default in performance of any material provision of any
material contract or other obligation;
12. Waive any right of any substantial value; or
13. Purchase or otherwise acquire any equity or debt security of
another corporation except to realize on an otherwise worthless
debt.
ARTICLE X
WARRANTIES OF THE CONSTITUENT CORPORATIONS
1. Representations and Warranties of Betting Missouri.
Betting Missouri covenants, represents and warrants to
Betting Nevada that:
a. It is on the date of this Agreement, and will be on the
Merger Date, (a) a corporation duly organized and existing and in
good standing under the laws of the jurisdiction of the State of
Missouri, (b) duly authorized under its articles, and under
applicable laws, to engage in the business carried on by it, and
(c) it is fully qualified to do business in the State of
Missouri;
b. All federal, state and local tax returns required to be filed
by it on or before the Merger Date will have been filed, and all
taxes shown to be required to be paid on or before the Merger
Date will have been paid;
c. It will use its best efforts to collect the accounts
receivable owned by it on or prior to the Merger Date and will
follow its past practices in connection with the extension of any
credit prior to the Merger Date;
d. All fixed assets owned by it and employed in its business are
of the type, kind and condition appropriate for its business and
will be operated in the ordinary course of business until the
Merger Date;
e. All leases now held by it are now and will be on the Merger
Date in good standing and not voidable or void by reason of any
default whatsoever;
f. During the period between January 1, 1999, and the date of
this Agreement, except as disclosed in writing to Betting Nevada,
it has not taken any action, or suffered any conditions to exist,
to any material or substantial extent in the aggregate, which it
has agreed in Article IX or this Article X of this Agreement not
to take or to permit to exist during the period between the date
of this agreement and the Merger Date;
g. It has not been represented by any broker in connection with
the transaction contemplated, except as it has advised Betting
Nevada in writing; and
h. Its Board of Directors has, subject to the authorization and
approval of its stockholders, authorized and approved the
execution and delivery of this Agreement, and the performance of
the transactions contemplated by this Agreement.
i. Betting Missouri, in addition to other action which is has
covenanted, represented, and warranted to Betting Nevada that it
shall take, shall also:
(1) Use its best efforts to preserve its business organization
intact, to keep available to Betting Nevada the present officers
and employees of Betting Missouri, and to preserve for Betting
Nevada the relationships of Betting Missouri with suppliers and
customers and others having business relations with Betting
Missouri; and
(2) Not increase the compensation, wages, or other benefits
payable to its officers or employees, other than increases which
Betting Nevada has approved in writing.
2. Representations and Warranties of Betting Nevada.
Betting Nevada covenants, represents and warrants to Betting
Missouri that:
a. Betting Nevada is a corporation duly organized and
existing and in good standing under the laws of the State of
Nevada and has the corporate power to own its properties and to
carry on its business as now being conducted; and
b. Its Board of Directors has, subject to the authorization and
approval of its stockholders, authorized and approved the
execution and delivery of this Agreement, and the performance of
the transactions contemplated by this Agreement.
ARTICLE XI
CONSUMMATION OF MERGER
If the merger contemplated is completed, all expenses incurred in
consummating the plan of merger shall, except as otherwise agreed
in writing between the Constituent Corporations, be borne by
Betting Nevada. If the merger is not completed, each of the
Constituent Corporations shall be liable for, and shall pay, the
expenses incurred by it.
Notwithstanding shareholder authorization and at any time prior
to the filing, the filing and recording of this agreement may be
deferred from time to time by mutual consent of the respective
boards of directors of each of the Constituent Corporations, and,
to the extent provided in (a), (b), (c) and (d) below, the merger
may be abandoned:
1. By the mutual consent of the respective Boards of Directors
of each of the Constituent Corporations;
2. At the election of the Board of Directors of Betting Nevada,
if (a) demands by shareholders for appraisal of their shares of
Betting Missouri Stock have been received from the holders of
twenty-five percent (25%) or more of the outstanding shares, or
(b) in the judgment of the Board any judgment is rendered
relating to any legal proceeding not commenced and the existence
of the judgment will or may materially affect the rights of
either Constituent Corporation to sell, convey, transfer or
assign any of its assets or materially interfere with the
operation of its business, renders the merger impracticable,
undesirable or not in the best interests of its shareholders;
3. By the Board of Directors of Betting Nevada if there shall
not have been submitted to Betting Nevada the opinion of counsel
for Betting Missouri, in form and substance satisfactory to
Betting Nevada, to the effect that (1) Betting Missouri is a
validly organized and duly existing corporation, (2) this
Agreement has been duly authorized by, and is binding upon,
Betting Missouri in accordance with its terms, and (3) all the
properties, estate, rights, privileges, powers and franchises of
Betting Missouri and all debts due to Betting Missouri shall be
transferred to and vested in Betting Nevada, as the Surviving
Corporation, without further act or deed, subject only to any
legal requirements for recording or filing any instruments of
conveyance, assignment or transfer, the giving of notice of any
such conveyance, assignment or transfer, consents of third
parties and governmental authorities to assignment of any
contract or lease, and other specified exceptions acceptable to
Betting Nevada;
4. At the election of the Board of Directors of Betting Missouri
if there shall not have been submitted to Betting Missouri the
opinion of counsel for Betting Nevada, in form and substance
satisfactory to Betting Missouri, to the effect that (1) Betting
Nevada is a validly organized and duly existing corporation, (2)
this Agreement has been duly authorized by, and is binding upon,
Betting Nevada in accordance with its terms, (3) when Articles of
Merger shall have been filed as provided in this Agreement, the
merger will become effective and all liabilities and obligations
of Betting Missouri will become the liabilities and obligations
of Betting Nevada, as the surviving corporation, fully and
without any further action by either Constituent Corporation, (4)
the Betting Missouri Stock will be converted into Betting Nevada
Stock, (5) the Betting Nevada Stock into which the Betting
Missouri Stock will be converted as provided herein will be
legally and validly authorized, exempt from the registration
requirements of Section 5 of the Securities Act of 1933, as
amended, ("Act'), provided by Section 3(a)(10) thereof, exempt
from the registration requirements of Nevada Revised Statutes
90.460, as amended, provided by Nevada Revised Statutes
90.530(11), and may be issued without a restrictive legend
pursuant to Rule 145(a)(2) under the Act if the shares of Betting
Missouri are otherwise unrestricted, and (6) when issued will be
validly issued, fully paid and nonassessable stock of the
surviving corporation;
5. At the election of the Board of Directors of either
Constituent Corporation if:
a. The warranties and representations of the other
Constituent Corporation contained in this Agreement shall not be
substantially accurate in all material respects on and as of the
date of election; or the covenants contained of the other
Constituent Corporation shall not have been performed or
satisfied in all material respects;
b. This agreement shall not have been approved by the requisite
votes of shareholders of the Constituent Corporations on or
before June 1, 1999;
c. Prior to the merger (1) there shall have been filed in any
court or agency having jurisdiction a complaint or other
proceeding seeking to restrain or enjoin the merger contemplated
hereby, or (2) there shall have been presented to Betting
Missouri or Betting Nevada or any director or officer of either
of them any process, demand or request which, in the opinion of
counsel for either Constituent Corporation, offers reasonable
ground to believe that a complaint or xxxx in equity may be
forthcoming which, if successful, would restrain, enjoin or
dissolve the merger, and if, in either case, such Board of
Directors determines that abandonment and cancellation of this
Agreement is advisable in the best interests of the Constituent
Corporations, their shareholders, employees and customers;
d. If the Merger Date shall not have occurred by June 1, 1999,
then, at the option of the Board of Directors of ABC it may be
deferred to a date on or after August 1, 1999. If the Merger
Date shall not have occurred by September 1, 1999, then, at the
option of the Board of Directors of either Constituent
Corporation the merger may be abandoned. In the event of the
abandonment of the merger pursuant to the foregoing provisions,
this Agreement shall become void and have no effect, without any
liability on the part of either of the Constituent Corporations
or its shareholders or directors or officers in respect of this
merger except the obligation of each Constituent Corporation to
pay its own expenses as provided in this Article XI.
ARTICLE XII
RESIDENT AGENT
The respective names of the county and the city within the county
in which the principal office of the surviving corporation is to
be located in the State of Nevada, the street and number of this
office, the name of the registered agent will, as of the Merger
Date, be as set forth in Article Second of the Articles of
Incorporation of the Surviving Corporation.
ARTICLE XIII
RIGHT TO AMEND ARTICLES OF INCORPORATION
The Surviving Corporation reserves the right to amend, alter,
change or repeal its Articles of Incorporation in the manner now
or later prescribed by statute or otherwise authorized by law;
and all rights and powers conferred in the certificate of
incorporation on shareholders, directors or officers of Betting
Nevada, or any other person, are subject to this reserved power.
ARTICLE XIV
MISCELLANEOUS
1. Access to Books and Records.
To enable Betting Nevada to coordinate the activities of Betting
Missouri into those of Betting Nevada on and after the Merger
Date, Betting Missouri shall, before the Merger Date, afford to
the officers and authorized representatives of Betting Nevada
free and full access to the plants, properties, books and records
of Betting Missouri, and the officers of Betting Missouri will
furnish Betting Nevada with financial and operating data and
other information as to the business and properties of Betting
Missouri as Betting Nevada shall from time to time reasonably
request. Betting Nevada shall, before the Merger Date, afford to
the officers and authorized representatives of Betting Missouri
such access, and Betting Nevada's officers will furnish such data
and information to Betting Missouri, as may be reasonably
required by Betting Missouri for the preparation of its proxy
statement in connection with the meeting of shareholders to be
called pursuant to section 1 of Article I of this Agreement.
Betting Nevada and Betting Missouri agree that, unless and until
the merger contemplated by this Agreement has been consummated,
Betting Nevada and Betting Missouri and their officers and
representatives will hold in strict confidence all data and
information obtained from one another as long as it is not in the
public domain, and if the merger provided for is not consummated
as contemplated, Betting Nevada and Betting Missouri will each
return to the other party all data as the other party may
reasonably request.
2. Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing. Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.
3. Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.
4. Entire Agreement.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.
5. Assignment.
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.
6. Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
7. Severability.
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
8. Section Headings.
The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.
9. Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.
10. Further Assurances.
In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.
11. Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):
To Betting Nevada:
Xxxxx X. Xxxxxxx, Esq.
Xxxxx X. Xxxxxxx, P.C.
0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxx 00000
To Betting Missouri:
Xxxxxx X. Xxxxxx, President
Betting, Inc.
00000 Xxxxxxxxxx Xxxxxx, Xxxxx 00
Xxxxxx Xxxxx Xxxxxx, Xxxxxxxxxx 00000
12. Governing Law.
This Agreement shall be construed and enforced under, in
accordance with, and governed by, the laws of the State of
Nevada.
13. Consents.
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.
14. Termination of Agreement.
This Agreement shall terminate on the Effective Date unless
all actions required under this Agreement have not been fully
performed.
15. Survival of Provisions.
The representations and warranties contained in Article X of this
agreement and any liability of one Constituent Corporation to the
other for any default under the provisions of Articles IX or X of
this agreement, shall expire with, and be terminated and
extinguished by, the merger under this agreement on the Merger
Date.
16. Execution in Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed and delivered as of the date first above written.
BETTING NEVADA:
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx S, Xxxxxx, President
BETTING MISSOURI:
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President
