AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of January 3, 2007 (the
"Agreement"), between University Girls Calendar, Ltd., a Nevada corporation (the
"Corporation"), and University Girls Calendar, Ltd., a Delaware corporation (the
"Subsidiary").
WITNESSETH:
WHEREAS, the Subsidiary desires to acquire all the assets, and to assume
all of the liabilities and obligations, of the Corporation by means of a merger
of the Corporation with and into the Subsidiary, with the Subsidiary being the
surviving corporation (the "Merger");
WHEREAS, the Subsidiary is a wholly-owned subsidiary of the Corporation;
WHEREAS, Section 92A.200 of the Nevada Revised Statutes ("Nevada Law") and
Section 253(c) of the Delaware General Corporation Law (the "DGCL"), authorize
the merger of a Nevada corporation into a Delaware corporation;
WHEREAS, the Subsidiary shall be the surviving entity (the "Surviving
Corporation") and continue its existence as a Delaware corporation; and
WHEREAS, the stockholders and Board of Directors of the Corporation and the
Subsidiary have approved this Agreement and the consummation of the Merger.
NOW THEREFORE, the parties hereto hereby agree as follows:
ARTICLE I
THE MERGER
SECTION 1.01. The Merger.
(a) At the Effective Time (as defined below), the Corporation shall be
merged, the separate existence of the Corporation shall cease and the Surviving
Corporation shall be the surviving entity and continue its existence as a
Delaware corporation.
(b) The Merger shall become effective on the date that a Certificate of
Ownership and Merger with respect to the Merger, substantially in the form
attached hereto as Exhibit A, is accepted for filing by the Office of the
Secretary of State of Delaware (the "Effective Time") and all other filings or
recordings required by the Nevada Revised Statutes and the Delaware General
Corporation Law in connection with the Merger are made.
SECTION 1.02. Merger Consideration.
At the Effective Time, each share of common stock, par value $0.001 per
share of the Corporation which shall be issued and outstanding immediately prior
to the Effective Time shall be converted into 1.310344828 issued and outstanding
shares of common stock, par value $0.001 per share of the Surviving Corporation,
and from and after the Effective Time, the holders of all
said issued and outstanding shares of stock of the Corporation shall
automatically become holders of shares of the Surviving Corporation, whether or
not certificates representing said shares are then issued and delivered.
ARTICLE II
THE SURVIVING CORPORATION
SECTION 2.01. Bylaws; Certificate of Incorporation. The certificate of
incorporation of the Subsidiary, as in effect immediately prior to the Effective
Time, shall be the certificate of incorporation of the Surviving Corporation
unless and until thereafter amended in accordance with its terms and applicable
law. The By-laws of the Subsidiary as in effect immediately prior to the
Effective Time shall be the By-laws of the Surviving Corporation unless and
until thereafter amended in accordance with applicable law.
At the Effective Time the name of the Surviving Corporation shall be
University Girls Calendar, Ltd.
ARTICLE III
TRANSFER AND CONVEYANCE OF ASSETS
AND ASSUMPTION OF LIABILITIES
SECTION 3.01. Transfer, Conveyance and Assumption. At the Effective Time,
the Subsidiary shall continue in existence as the Surviving Corporation, and
without further transfer, succeed to and possess all of the rights, privileges
and powers of the Corporation, and all of the assets and property of whatever
kind and character of the Corporation shall vest in the Surviving Corporation
without further act or deed; thereafter, the Surviving Corporation, shall be
liable for all of the liabilities and obligations of the Corporation, and any
claim or judgment against the Corporation may be enforced against the Surviving
Corporation in accordance with Section 92A.200 of the Nevada Law and Section
253(c) of the DGCL.
SECTION 3.02. Further Assurances. If at any time the Subsidiary shall
consider or be advised that any further assignment, conveyance or assurance is
necessary or advisable to vest, perfect or confirm of record in the Surviving
Corporation the title to any property or right of the Corporation, or otherwise
to carry out the provisions hereof, the proper representatives of the
Corporation as of the Effective Time shall execute and deliver any and all
proper deeds, assignments, and assurances and do all things necessary or proper
to vest, perfect or convey title to such property or right in the Surviving
Corporation, and otherwise to carry out the provisions hereof.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Authorized Person. Xxxx Xxxxxxxx, the President, Treasurer
and Secretary of the Corporation, shall be authorized, at such time in his sole
discretion as he deems appropriate to execute, acknowledge, verify, deliver,
file and record, for and in the name of the
Corporation any and all documents and instruments including, without limitation,
the certificate of incorporation of the Surviving Corporation and the
Certificate of Merger, and shall do and perform any and all acts required by
applicable law which the Surviving Corporation deems necessary or advisable, in
order to effectuate the Merger.
SECTION 4.02. Survival of Representations and Warranties. The
representations and warranties and agreements contained in any certificate or
other writing delivered pursuant hereto shall not survive the Effective Time or
the termination of this Agreement.
SECTION 4.03. Amendments; No Waivers. (a) Any provision of this Agreement
may, subject to applicable law, be amended or waived prior to the Effective Time
if, and only if, such amendment or waiver is in writing and signed by the
Corporation and the Subsidiary.
(b) No failure or delay by any party hereto in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
SECTION 4.04. Integration. All prior or contemporaneous agreements,
contracts, promises, representations, and statements, if any, between the
Subsidiary and the Corporation, or their representatives, are merged into this
Agreement, and this Agreement shall constitute the entire understanding between
the Subsidiary and the Corporation with respect to the subject matter hereof.
SECTION 4.05. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other party hereto.
SECTION 4.06. Governing Law. This Agreement shall be construed in
accordance with and governed by the internal laws of the State of Delaware,
without reference to principles of conflicts of law.
SECTION 4.07. Counterparts; Effectiveness. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
the counterpart hereof signed by the other party hereto.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have executed this instrument as of the
3rd day of January 2007.
UNIVERSITY GIRLS CALENDAR, LTD.
a Nevada corporation
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: President
UNIVERSITY GIRLS CALENDAR, LTD.
a Delaware corporation
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: President
