MERGER AGREEMENT Exhibit 2.0
This Merger Agreement, dated as of July 30, 1998, is by and between Grafix
Corporation, a Delaware corporation ("GC"), and Grafix Time Coporation, a New
York corporation ("GTC").
PLAN OF MERGER
CONSTITUENT CORPORATIONS
Pursuant to the terms of this Agreement, GC and GTC will merge, and GC and
GTC are hereinafter referred to collectively as "Constituent Corporations."
Surviving Corporation
GC shall continue its corporate existence under the laws of the State of
Delaware and be the corporation surviving the merger ("Surviving Corporation".)
Effective Date of the Merger
A certificate of merger (the "Certificate of Merger") shall be duly
prepared, executed and acknowledged and thereafter delivered to the Secretary of
State of the State of Delaware for filing as provided in the General Corporation
Law of State of Delaware. The Merger shall become effective upon the filing of
the Certificate of Merger with the Secretary of State of the State of Delaware
(the "Effective Date of the Merger"). On that date, the separate existence of
GTC shall cease and it shall be merged into the Surviving Corporation.
Consummation of this Agreement shall be effected on that date.
Conversion of Shares in the Merger
The mode of carrying into effect the Merger provided for in this Agreement
and the manner and basis of converting the shares of the Constituent
Corporations into shares of the Surviving Corporation are as follows:
1. GTC - Common Stock. On the effective date of the Merger, the issued and
outstanding shares of common stock of GTC having a par value of $.001 per share
shall be converted into $.001 par value common stock of the Surviving
Corporation.
2. Surrender of GTC Certificates. As soon as practicable after the Merger
becomes effective, the stock certificates representing the common stock of GTC
issued and outstanding on the effective date of the Merger shall be surrendered
in exchange for common stock of the Surviving Corporation.
Effect of Merger
On the effective date of the Merger, the Surviving Corporation shall
succeed to, without other transfer, and shall possess and enjoy all the rights,
privileges, immunities, powers and franchises, both of a public and a private
nature, and be subject to all the restrictions, disabilities, and duties of each
of the Constituent Corporations; and all property, whether real, personal or
mixed, and all debts due to either of the Constituent Corporations on whatever
account, for stock subscriptions as well as for all other choses in action and
every other interest of or belonging to or due to each of the Constituent
Corporations, shall be vested in the Surviving Corporation; and all property,
rights, privileges, immunities, powers and franchises, and all and every other
interest shall be thereafter the property of the Surviving Corporation as they
were of the respective Constituent Corporations; and the title to any real
estate vested by deed or otherwise in either of the Constituent Corporations
shall not revert or be in any way impaired by reason of the Merger; provided,
however, that all rights of creditors and all liens upon any property of either
of the Constituent Corporations shall be preserved unimpaired, unlimited in lien
to the property affected by such liens on the effective date of the Merger; and
all debts, liabilities and duties of the Constituent Corporations shall attach
to the Surviving Corporation and may be enforced against it to the same extent
as if the debts, liabilities and duties had been incurred or contracted by the
Surviving Corporation. All contracts entered into by the Constituent
Corporations shall remain in full force and effect and shall not be impaired by
reason of the Merger and all such contracts shall become contracts of the
Surviving Corporation.
ARTICLES OF MERGER - ADDITIONAL INFORMATION
Number of Shares Issued and Outstanding
GC is a corporation duly organized and existing under the laws of the State
of Delaware, having been incorporated on July 30, 1998. GTC is a corporation
duly organized and existing under the laws of the State of New York, having been
incorporated on April 16, 1986. The authorized capital stock of GC consists of
50,000,000 shares of common stock, having a par value of $.001 per share, of
which no shares are issued and outstanding, and 5,000,000 shares of preferred
stock, having a par value of $.01 per share, of which no shares are issued and
outstanding. The authorized capital stock of GTC consists of 30,000,000 shares
of common stock having a par value of $.001 per share of which 18,069,784 shares
are issued and outstanding, and 5,000,000 shares of preferred stock having a par
value of $.10 per share, of which no shares are issued and outstanding.
Number of Votes Cast for Merger
The number of votes cast by the shareholders of GTC for and against such
plan is as follows:
FOR AGAINST
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12,000,000 0
The number of shares which voted for the plan by the shareholders of GTC is
sufficient for approval.
Pursuant to Section 251(f) of the Delaware General Corporate Law, no vote
of the shareholders of the Surviving Corporation is necessary as no shares of
stock of the Surviving Corporation have yet been issued.
Dated July 30, 1998. Grafix Corporation
a Delaware corporation
By: /S/XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
President and Secretary
Grafix Time Corporation
a New York corporation
By: /S/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
President and Secretary
