EXHIBIT 2.3
AGREEMENT AND PLAN OF MERGER
OF
TELEMONDE, INC.
(a Nevada corporation)
INTO
TELEMONDE, INC.
(a Delaware corporation)
THIS AGREEMENT AND PLAN OF MERGER is adopted by Telemonde, Inc., a Nevada
corporation (the "Merging Corporation"), by unanimous written consent of its
Board of Directors on June 30, 1999, and by Telemonde, Inc., a Delaware
corporation (the "Surviving Corporation")., by unanimous written consent of its
Board of Directors on June 30, 1999.
1. Merger. Merging Corporation and Surviving Corporation, shall,
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pursuant to the provisions of the laws of the General Corporation Law of the
State of Delaware and the provisions of the General Corporation Law of the State
of Nevada, be merged with and into a single corporation, to wit, Surviving
Corporation, which shall be the surviving corporation when the merger becomes
effective and which shall continue to exist as said surviving corporation under
its present name pursuant to the provisions of the General Corporation Law of
the State of Delaware. The separate existence of Merging Corporation shall cease
when the merger becomes effective in accordance with the laws of Nevada.
2. Articles of Incorporation. The Articles of Incorporation of Surviving
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Corporation when the merger becomes effective shall be the Articles of
Incorporation of said Surviving Corporation and will continue in full force and
effect until thereafter changed, altered or amended as provided therein or by
the General Corporation Law of the State of Delaware.
3. Bylaws. The bylaws of Surviving Corporation when the merger becomes
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effective shall be the bylaws of said Surviving Corporation and will continue in
full force and effect until changed, altered, or amended as therein provided and
in the manner prescribed by the provisions of the General Corporation Law of the
State of Delaware.
4. Directors and Officers. The directors and officers in office of
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Surviving Corporation when the merger becomes effective shall be the members of
the first Board of Directors and the first officers of Surviving Corporation,
all of whom shall hold their directorships and offices until the election and
qualification of their respective successors or until their tenure is otherwise
terminated in accordance with the Articles of Incorporation or the bylaws of
Surviving Corporation.
5. Manner and Basis of Conversion. Each issued and outstanding share of
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common stock, $.001 par value per share, of Merging Corporation when the merger
takes effect shall automatically and without any action on the part of the
Surviving Corporation or the holder thereof become and be converted into the
right to receive one (1) share of common stock, $.001 par value
per share, of the Surviving Corporation. The one share of Surviving Corporation
issued and outstanding immediately prior to the merger taking effect shall be
canceled when the merger takes effect.
6. Authorization of Merger. The merger of Merging Corporation with and
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into Surviving Corporation and this Agreement and Plan of Merger shall be
authorized in the manner prescribed by the laws of the General Corporation Law
of the State of Nevada and in the manner prescribed by the General Corporation
Law of the State of Delaware.
7. Effectuation of Merger. In the event that the merger of Merging
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Corporation with and into Surviving Corporation shall have been duly authorized
in compliance with the General Corporation Law of the State of Nevada and in the
manner prescribed by the provisions of the General Corporation Law of the State
of Delaware, Merging Corporation and Surviving Corporation hereby stipulate that
they will cause to be executed and filed and/or recorded any document or
documents prescribed by the laws of the State of Delaware and of the State of
Nevada, and that they will cause to be performed all necessary acts therein and
elsewhere to effectuate the merger. Notwithstanding anything herein to the
contrary, the Boards of Director of the Merging Corporation and the Surviving
Corporation may abandon the Merger by resolution prior to filing and/or
recording of such documents with the appropriate authorities.
8. Authorization of All Necessary Acts. The Board of Directors and the
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proper officers of Merging Corporation and of Surviving Corporation,
respectively, are hereby authorized, empowered, and directed to do any and all
acts and things, and to make, execute, deliver, file, and/or record any and all
instruments, papers, and documents which shall be or become necessary, proper,
or convenient to carry out or put into effect any of the provisions of this
Agreement and Plan of Merger or of the merger herein provided for.
9. Effective Date. The effective date of this merger shall be upon the
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filing of the latter of the Articles of Merger with the State of Nevada or the
Certificate of Merger with the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this Plan of Merger to
be duly executed as of this 29th day of October, 1999.
TELEMONDE, INC.,
a Delaware corporation
ATTEST: /s/ Xxxx Xxxxxx
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G. von Bismarck By: Xxxx Xxxxxx
------------------------- Its: President
Secretary
TELEMONDE, INC.,
a Nevada corporation
ATTEST: /s/ Xxxx Xxxxxx
---------------------------
G. von Bismarck By: Xxxx Xxxxxx
------------------------- Its: President
Secretary
