PLAN AND AGREEMENT OF MERGER OF FOREIGN CORPORATION INTO DELAWARE CORPORATION
PLAN
AND AGREEMENT OF MERGER
OF
FOREIGN CORPORATION INTO DELAWARE CORPORATION
AGREEMENT
OF MERGER made this 4th day of October, 2006, between Nice Cars, Inc., a Georgia
Corporation (the “Georgia Corporation”), and Nice Cars Operations AcquisitionCo,
Inc., a Delaware Corporation (the “Delaware Corporation”).
WHEREAS,
the Georgia Corporation has an authorized capital stock consisting of 100,000
shares of common stock, par value $.01 per share, of which 1,000 shares have
been duly issued and are now outstanding (the “Georgia Corporation Shares”);
WHEREAS,
the Delaware Corporation has an authorized capital stock consisting of 100
shares of common stock, par value $.01 per share (the "Common Stock") of
which one
hundred (100) shares have been validly
issued, fully paid, are nonassessable and
are
now outstanding;
WHEREAS,
the Delaware Corporation is a wholly owned subsidiary of Manchester, Inc.,
a
Nevada corporation (the “Parent Corporation”);
WHEREAS,
the Parent Corporation has previously issued 618,750 shares of its common stock,
par value $0.001 per share (“Parent Corporation Shares”) to the Delaware
Corporation;
WHEREAS,
the Georgia Corporation and the Delaware Corporation intend, by approving
resolutions authorizing this Agreement of Merger, to adopt this Agreement of
Merger as a plan of reorganization within the meaning of Section 368(a) of
the
Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
promulgated thereunder; and
WHEREAS,
the stockholders and directors of the Board of each of the Georgia Corporation
and the Delaware Corporation deem it advisable and generally to the advantage
and welfare of the two corporate parties that the Georgia Corporation merge
into
the Delaware Corporation as permitted under the provisions of Georgia Business
Corporation Law and of the General Corporation Law of the State of Delaware.
NOW,
THEREFORE, in consideration of the premises and of the mutual agreements herein
contained and of the mutual benefits hereby provided, it is agreed by and
between the parties hereto as follows:
1.
MERGER. The Georgia Corporation be, and it hereby is, merged into the Delaware
Corporation.
2.
EFFECTIVE DATE. This Agreement of Merger shall become effective immediately
upon
compliance with the laws of the States of Georgia and Delaware, the time of
such
effectiveness being hereinafter called the Effective Date.
3.
SURVIVING CORPORATION. The Delaware Corporation shall survive the merger herein
contemplated and shall continue to be governed by the laws of the State of
Delaware, but the separate corporate existence of the Georgia Corporation shall
cease as of the Effective Date.
4.
AUTHORIZED CAPITAL. The authorized capital stock of the Delaware Corporation
following the Effective Date shall be one hundred (100) shares of Common Stock,
par value $.01 per share, unless and until the same shall be changed in
accordance with the laws of the State of Delaware.
5.
CERTIFICATE OF INCORPORATION. The Certificate of Incorporation of the Delaware
Corporation in effect immediately prior to the Effective Date shall continue
in
full force and effect as the Certificate of Incorporation of the Delaware
Corporation as the surviving corporation at the Effective Date and following
the
Effective Date until the same shall be amended or repealed in accordance with
the provisions thereof, which power to amend or repeal is hereby expressly
reserved, and all rights or powers of whatsoever nature conferred in such
Certificate of Incorporation or herein upon any shareholder or director or
officer of the Delaware Corporation or upon any other persons whomsoever are
subject to the reserve power. Such Certificate of Incorporation shall constitute
the Certificate of Incorporation of the Delaware Corporation separate and apart
from this Agreement of Merger and may be separately certified as the Certificate
of Incorporation of the Delaware Corporation.
6.
BYLAWS. The Bylaws of the Delaware Corporation as they exist on the effective
date shall be the Bylaws of the Delaware Corporation following the Effective
Date unless and until the same shall be amended or repealed in accordance with
the provisions thereof.
7.
BOARD
OF DIRECTORS. The members of the Board of Directors of the Delaware Corporation
immediately after the effective date of the merger shall be those persons who
were the members of the Board of Directors of the Delaware Corporation
immediately prior to the effective date of the merger, and such persons shall
serve in such offices, respectively, for the terms provided by law or in the
Certificate of Incorporation and/or the Bylaws, or until their respective
successors are elected and qualified.
8.
FURTHER ASSURANCE OF TITLE. If at any time the Delaware Corporation shall
consider or be advised that any acknowledgments or assurances in law or other
similar actions are necessary or desirable in order to acknowledge or confirm
in
and to the Delaware Corporation any right, title, or interest of the Georgia
Corporation held immediately prior to the Effective Date. The Georgia
Corporation and its proper officers and directors serving the Georgia
Corporation immediately prior to the Effective Date shall and will execute
and
deliver all such acknowledgments or assurances in law and do all things
necessary or proper to acknowledge or confirm such right, title, or interest
in
the Delaware Corporation as shall be necessary to carry out the purposes of
this
Agreement of Merger, and the Delaware Corporation and the proper officers and
directors thereof are fully authorized to take any and all such action in the
name of the Georgia Corporation or otherwise.
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9.
RETIREMENT OF ORGANIZATION STOCK. Forthwith upon the Effective Date, the
authorized shares of common stock of the Georgia Corporation presently issued
and outstanding shall be exchanged for 618,750 shares of common stock the Parent
Corporation, which shall be delivered from the assets of the Delaware
Corporation.
10.
CONVERSION OF OUTSTANDING STOCK. As of the Effective Date, each of the issued
and outstanding shares of Common Stock of the Delaware Corporation and all
rights in respect thereof shall continue in effect as fully paid and
nonassessable shares of Common Stock of the Delaware Corporation, and each
certificate nominally representing Georgia Corporation Shares shall become
null
and void. The holders of such certificates shall surrender the same to the
Delaware Corporation in exchange for the Parent Corporation Shares delivered
from the assets of the Delaware Corporation.
11.
RIGHTS AND LIABILITIES OF DELAWARE CORPORATION. At and after the Effective
Date
of the merger, the Delaware Corporation shall succeed to and possess, without
further act or deed, all of the estate, rights, privileges, powers, and
franchises, both public and private, and all of the property, real, personal,
and mixed, of each of the parties hereto; all debts due to the Georgia
Corporation or whatever account shall be vested in the Delaware Corporation;
all
claims, demands, property, rights, privileges, powers and franchises and every
other interest of either of the parties hereto shall be as effectively the
property of the Delaware Corporation as they were of the respective parties
hereto; the title to any real estate vested by deed or otherwise in the Georgia
Corporation shall not revert or be in any way impaired by reason of the merger,
but shall be vested in the Delaware Corporation; all rights of creditors and
all
liens upon any property of either of the parties hereto shall be preserved
unimpaired, limited in lien to the property affected by such lien at the
effective time of the merger; all debts, liabilities, and duties of the
respective parties hereto shall thenceforth attach to the Delaware Corporation
and may be enforced against it to the same extent as if such debts, liabilities,
and duties had been incurred or contracted by it; and the Delaware Corporation
shall indemnify and hold harmless the officers and directors of each of the
parties hereto against all such debts, liabilities and duties and against all
claims and demands arising out of the merger.
12.
SERVICE OF PROCESS ON DELAWARE CORPORATION. The Delaware Corporation agrees
that
it may be served with process in the State of Georgia in any proceeding for
enforcement of any obligation of the Georgia Corporation as well as for the
enforcement of any obligation of the Delaware Corporation arising from the
merger, including any suit or other proceeding to enforce the right of any
shareholder as determined in appraisal proceedings pursuant to the provisions
of
the Georgia Business Corporation Law.
13.
TERMINATION. This Agreement of Merger may be terminated and abandoned by joint
action of the Board of Directors of the Delaware Corporation and the Georgia
Corporation at any time prior to the Effective Date, whether before or after
approval by the shareholders of the two corporate parties hereto.
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14.
PLAN
OF REORGANIZATION. This Agreement of Merger is intended to constitute a tax-free
Plan of Reorganization under Section 368(a) of the Internal Revenue Code of
1986, as amended, to be carried out in the manner, on the terms and subject
to
the conditions herein set forth.
15.
EXPENSES AND RIGHTS OF DISSENTING SHAREHOLDERS. The Delaware Corporation shall
pay all expenses of carrying this Agreement of Merger into effect and of
accomplishing the merger, including amounts, if any, to which dissenting
shareholders of the Georgia Corporation may be entitled by reason of this
merger.
[Signature
Page Follows]
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IN
WITNESS WHEREOF each of the corporate parties hereto has caused this Agreement
of Merger to be executed by an authorized officer pursuant to authority duly
granted by the respective stockholders and directors of the Board of each such
corporation in accordance with Section 252 of Delaware General Corporation
Law.
| NICE CARS, INC. | |||
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| By: /s/ Xxxxxxx Xxxx | |||
|
Name:
Xxxxxxx
Xxxx
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Title: President
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| NICE CARS OPERATIONS ACQUISITIONCO, INC. | |||
| By: /s/ Xxxxxxx Xxxxxx | |||
|
Name: Xxxxxxx Xxxxxx |
|||
|
Title:
Corporate
Secretary
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