EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
between
PRO-ACTIVE SOLUTIONS, INC.
and
GENERAL COMPONENTS, INC.
Dated as of July 7, 2004
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2004, between
Pro-Active Solutions, Inc., a Nevada corporation ("Parent"), and General
Components, Inc., a Nevada corporation and a direct wholly-owned subsidiary of
Parent ("General Components"). Parent and General Components are hereinafter
collectively referred to as the "Constituent Corporations."
WITNESSETH:
WHEREAS, the board of directors of Parent has determined that it is
advisable and in the best interests of the respective companies and shareholders
to enter into a business combination by means of the merger of General
Components with and into Parent (the "Merger") and has approved and adopted this
Agreement and Plan of Merger (the "Agreement");
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements set forth herein, and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:
1. Merger and Effective Time. Effective upon the filing of the articles
of merger (the "Articles of Merger"), entered into concurrently herewith, with
the Secretary of State of the State of Nevada (the "Effective Time"), General
Components shall be merged with and into Parent (the "Merger") and Parent shall
be the surviving corporation of the Merger (the "Surviving Corporation").
2. Effect of Merger. At the Effective Time, the Constituent
Corporations shall merge into the Surviving Corporation and the separate
existence of the Constituent Corporations shall cease. The effect of the Merger
shall be as provided in the Nevada Revised Statutes. Without limiting the
generality of the foregoing, all rights, powers, privileges, obligations and
duties of General Components shall become the rights, powers, privileges,
obligations and duties of the Surviving Corporation.
3. Name of Surviving Corporation. The name of the Surviving Corporation
shall be "General Components, Inc."
4. Governing Documents. The Articles of Incorporation of Parent, as
amended to the extent provided in the Articles of Merger, and the Bylaws of
Parent, as in effect at the Effective Time, shall continue in full force and
effect as the Articles of Incorporation and Bylaws of the Surviving Corporation
until sooner terminated or changed as permitted by the provisions of Nevada
Revised Statutes, as amended.
5. Directors and Officers. At the Effective Time, the directors and the
officers of the Surviving Corporation shall be the incumbent directors and
officers of Parent, all of whom shall hold their directorships and officerships
until the election and qualification of their respective successors or until
their tenure is otherwise terminated in accordance with the Articles of
Incorporation or Bylaws of the Surviving Corporation.
6. Conversion of Securities and Consideration. At the Effective Time,
by virtue of the Merger and in consideration therefor, and without any action on
the part of the Constituent Corporations or any stockholder thereof, (i) each
share of General Components' Common Stock shall be cancelled, and (ii) each
share of Parent's Common Stock shall remain unchanged in the hands of the holder
thereof as an outstanding share of the Surviving Corporation.
7. Representations of Parent. Parent represents and warrants to General
Components that as of the date of this Agreement and as of the Effective Time
(a) it is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, (b) it has all requisite corporate power
and authority to enter into and perform its obligations under this Agreement and
Plan of Merger and to execute the Articles of Merger and to perform its
obligations hereunder, (c) this Agreement has been duly executed and delivered
by Parent, and has been authorized by all necessary corporate action, and
constitutes the legal, valid and binding obligations of Parent, enforceable in
accordance with its terms, and (d) the execution, delivery and performance of
this Agreement does not conflict with any provision of the Articles of
Incorporation or Bylaws of Parent.
8. Representations of General Components. General Components represents
and warrants to Parent that as of the date of this Agreement and as of the
Effective Time (a) it is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada, (b) it has all requisite
corporate power and authority to enter into and perform its obligations under
this Agreement and to perform its obligations hereunder, (c) this Agreement has
been duly executed and delivered by General Components, and has been authorized
by all necessary corporate action, and constitutes the legal, valid and binding
obligations of General Components, enforceable in accordance with its terms, and
(d) the execution, delivery and performance of this Agreement does not conflict
with any provision of the Articles of Incorporation or Bylaws of General
Components.
9. Entire Agreement. This Agreement sets forth the entire agreement and
understanding among the parties as to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of every kind
and nature among them.
10. Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other provisions of this Agreement shall nevertheless remain in full
force and effect.
11. Termination and Abandonment. Prior to the Effective Time, this
Agreement may be terminated and the Merger abandoned by the Board of Directors
of Parent.
12. Amendment. Prior to the Effective Time, this Agreement may be
amended, modified or supplemented by the Board of Directors of Parent.
13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada without giving effect to
principles of conflicts of law.
14. Headings. The underlined headings contained in this Agreement are
for convenience of reference only, shall not be deemed to be a part of this
Agreement and shall not be referred to in connection with the construction or
interpretation of this Agreement.
15. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
PRO-ACTIVE SOLUTIONS, INC.
By: /s/ XXXXX X. XXXXXXXXXX
_______________________________
Name: Xxxxx X. Xxxxxxxxxx
Title: President
By: /s/ XXXXX XXXXXXX XXXXXXX
_______________________________
Name: Xxxxx Xxxxxxx Xxxxxxx
Title: Secretary
GENERAL COMPONENTS, INC.
By: /s/ XXXXX X. XXXXXXXXXX
_______________________________
Name: Xxxxx X. Xxxxxxxxxx
Title: President
By: /s/ XXXXX XXXXXXX XXXXXXX
_______________________________
Name: Xxxxx Xxxxxxx Xxxxxxx
Title: Secretary
