AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (“Plan of Merger”) is adopted as of June 21, 2016, by Xxx.Xxx Corporation, a Nevada corporation (“Xxx.Xxx” or the “Surviving Entity”) pursuant to the provisions of Nevada Revised Statutes (“NRS”) 92A.180.
RECITALS
WHEREAS, the Surviving Entity is the sole stockholder of NZCH Merger, Inc., a Nevada corporation (the “Merging Entity”);
WHEREAS, pursuant to NRS 92A.180, neither the sole stockholder of the Merging Entity nor the stockholders of Xxx.Xxx are required to approve the merger of the Merging Entity with and into Xxx.Xxx (the “Merger”); and
WHEREAS, Xxx.Xxx intends that this Plan of Merger constitute a plan of merger as referred to in NRS 92A.180(3);
THEREFORE, pursuant to NRS 92A.180(3), Xxx.Xxx hereby adopts the following Plan of Merger:
PLAN OF MERGER
1. Governing Law and Addresses. The jurisdiction of organization and governing law of each of the Merging Entity and the Surviving Entity is the State of Nevada and the principal office of each such entity is 000 Xxxx Xxx., 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
2. The Merger. Promptly following the execution of this Plan of Merger and as soon as is practicable, if this Plan of Merger is not terminated or abandoned by Xxx.Xxx pursuant to NRS 92A.170, Xxx.Xxx will cause the Merger to be consummated by filing, in the office of the Nevada Secretary of State, Articles of Merger in such form as is required by and executed in accordance with NRS 92A.200. The date and time of such filing with the Nevada Secretary of State or such later date and time as may be set forth in the Articles of Merger (which date shall be within 90 days of the date of filing) shall be the “Effective Time” pursuant to NRS 92A.240. At the Effective Time, in accordance with this Plan of Merger and applicable law, the Merging Entity shall be merged with and into Xxx.Xxx and the separate existence of the Merging Entity shall cease.
3. Effect of the Merger. At the Effective Time:
(a)the articles of incorporation and bylaws of Xxx.Xxx, each as heretofore amended to date, shall remain in full force and effect as the articles of incorporation and bylaws, respectively, of the Surviving Entity without amendment (except to change the name of Xxx.Xxx to “NZCH Corporation” effective as of the Effective Time), until the same are further amended and/or restated in accordance with applicable law;
(b)the directors and officers of Xxx.Xxx immediately prior to the Effective Time shall remain the directors and officers of the Surviving Entity until their respective successors are duly appointed or elected and qualified; and
(c)the Merger shall have the effects prescribed under NRS 92A.250.
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4. Cancellation of Shares of Merging Entity. At the Effective Time, all shares of the common stock, par value $0.001 per share, of the Merging Entity shall automatically be canceled and retired for no consideration and shall cease to exist.
5. Miscellaneous.
(a) After this Plan of Merger is executed, and, as necessary, after the Effective Time, each of the Merging Entity and the Surviving Entity shall take such further actions, including the execution and delivery of deeds, assignment agreements and such further instruments and documents, as either may reasonably request to consummate the transactions contemplated hereby and to effectuate this Plan of Merger in accordance with its terms.
(b) This Plan of Merger supersedes any prior understandings, agreements or representations by the parties to the extent they related in any way to the subject matter hereof.
(c) This Plan of Merger shall be binding upon and inure to the benefit of the Merging Entity and the Surviving Entity and their successors and assigns.
(d) This Plan of Merger shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to any choice or conflict of law principles.
[Signature appears on the following page.]
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IN WITNESS WHEREOF, Xxx.Xxx has executed this Agreement and Plan of Merger as of the date first written above.
XXX.XXX CORPORATION
a Nevada corporation
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President,
Chief Accounting Officer, and
Acting Chief Financial Officer
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