AGREEMENT OF MERGER
BETWEEN
BEYOND DESIGN CORPORATION
AND
BDC ACQUISITION, INC.
AGREEMENT OF MERGER dated this 13th day of May, 1997, by and
between Beyond Design Corporation, a California corporation, herein
called the surviving corporation and BDC Acquisition, Inc., a New
Jersey corporation, herein called the merging corporation.
WITNESSETH that:
WHEREAS the parties to this Agreement, in consideration of the
mutual agreements of each corporation as set forth hereinafter, deem
it advisable and generally for the welfare of said corporations,
that the merging corporation merge into the surviving corporation
under and pursuant to the terms and conditions hereinafter set forth;
NOW THEREFORE, the corporations, parties to this Agreement,
by and between their respective boards of directors, in
consideration of the mutual covenants, agreements and provisions
hereinafter contained do hereby agree upon and prescribe the terms
and conditions of said merger, the mode of carrying them into
effect and the manner and basis of converting the shares of the
constituent corporations into the shares of the surviving corporation,
as follows:
FIRST:The merging corporation shall be merged into the
surviving corporation.
SECOND: The Articles of Incorporation of the surviving
corporation are not to be amended by virtue of the
Merger provided for in this Agreement.
THIRD: The terms and conditions of the Merger are as follows:
The directors and officers of the surviving corporation on the
effective date of this merger shall resign and shall be replaced by
directors and officers appointed by Diamond Entertainment Corporation,
the parent company of BDC Acquisition Inc.
Upon the merger becoming effective, the separate existence of the
merging corporation shall cease and all the property, rights, privileges,
franchises, patents, trade-marks, licenses, registrations and other
assets of every kind and description of the merged corporation shall be
transferred to, vested in and devolve upon the surviving corporation
without further act or deed and all property, rights, and every other
interest of the surviving corporation and the merged corporation, shall
be as effectively the property of the surviving corporation as they were
of the surviving corporation and the merged corporation respectively. The
merged corporation hereby agrees, from time to time, as and when
requested by the surviving corporation or by its successors or assigns,
to execute and deliver or cause to be executed and delivered all such
deeds and instruments and to take or cause to be taken such further or
other action as the surviving corporation may deem necessary or desirable
in order to vest in and confirm to the surviving corporation title to and
possession of any property of the merged corporation acquired or to be
acquired by reason of or as a result of the merger herein provided for
and otgherwise to carry out the intent and purposes hereof and the proper
officers and directors of the surviving corporation are fully authorized
in the name of the merged corporation or otherwise to take any and all
such action.
All rights of creditors and all liens upon the property of either
of said corporations shall be preserved unimpaired, and all debts,
liabilities and duties of the merged corporation and may be enforced
against it to the same extent as if said debts, liabilities and duties
had been incurred or contracted by it.
FOURTH: Upon filing of the Merger, all shares of BDC
Acquisition, Inc. and Beyond Design Corporation are cancelled. The
Shares of BDC ACquisition shall be cancelled without any consideration
being paid to the holder thereof. Each share of Beyond Design
Corporation common stock shall be exchanged for and converted into the
rigfht to receive .56426 shares of the common stock of Diamond
Entertainment Corporation, the parent corporation of BDC Acquisition,
Inc.
FIFTH: This Agreement of Merger shall become effective on
filing with the California Secretary of State.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
of Merger to be executed by their respective officers thereunto duly
authorized on this 13th day of May, 1997.
BEYOND DESIGN CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
------------------------------
Xxxxxxx X. Xxxxxx, Xx.
Chairman of the Board
Secretary
BDC ACQUISITION, INC.
By: /s/ Xxxxx X. X. Xx
------------------------------
Xxxxx X. X. Xx
President and Secretary
