PLAN AND AGREEMENT OF MERGER
OF
XXXX JEWELRY, INC.
(A Delaware Corporation)
INTO
MID-WAY ACQUISITIONS CORP.
(A Nevada Corporation)
This Plan and Agreement of Merger (hereinafter called "Merger Agreement")
dated this 12th day of November 1997, is by, between, and among Mid-Way Medical
and Diagnostic Center, Inc., a corporation organized and existing under the laws
of the State of Florida (herein after sometimes referred to as "Mi-Way"),
Mid-Way acquisitions Corp., a corporation organized and existing under the laws
of the State of Nevada (hereinafter sometimes referred to as "Mid-Way
Acquisitions"), and Xxxx Jewelry, Inc., a corporation organized and existing
under the laws of the state of Delaware (hereinafter sometimes referred to as
"Xxxx").
RECITALS:
WHERAS, Mid-Way Acquisitions is a wholly owned subsidiary of Mid-Way;
WHERAS, Xxxx wishes to merge with and into Mid-Way Acquisitions;
WHERAS, Section 92A.190 of the Nevada Revised Statutes and Section 252 of
the General Corporation Law of the State of Delaware each authorize the merger
of Xxxx and Mid-Way Acquisitions;
NOW, THEREFORE, the merging corporations have agreed, and do hereby agree,
each with the other in consideration of the remises and mutual agreements,
provisions, covenants and grants herein contained and in accordance with the
laws of the State of Nevada, and in accordance with the laws of the State of
Delaware, that Xxxx and Mid-Way Acquisitions be merged into a single corporation
and that Mid-Way Acquisitions shall be the continuing and surviving corporation
and do hereby agree upon and prescribe that the terms and conditions of the
merger hereby agreed upon and the mode of carrying the same into effect and the
manner of converting the presently outstanding shares of Xxxx into the shares of
Mid-Way are and shall be hereinafter set forth:
Article I
Manner of Conversion of Shares
The manner and basis of converting the shares of Xxxx into shares of
Mid-Way are as follows: at the effective time of the merger, all 1,500
outstanding shares of common stock of Xxxx shall thereupon be converted into
2,500,000 shares of Mid-Way. Each holder of outstanding common stock of Xxxx
upon surrender to Mid-Way Acquisitions of one or more certificates for such
shares for cancellation shall be entitled to receive one or more certificates
for the number of shares of common stock of Mid-Way represented by the
certificates of Xxxx so surrendered for cancellation by such holder. Until so
surrendered, each such certificate representing outstanding shares of common
stock of Xxxx shall represent the ownership of a like number of shares of
Mid-Way for all corporate and legal purposes.
Article II
Effective Time
The effective time of the merger shall be upon the filing of the Merger
agreement (or a certificate in lieu thereof) in accordance with Nevada Revised
Statuettes and the General Corporation Law of the State of Delaware. Prior to
said date, this Merger Agreement shall (1) have been submitted to and approved
by the board of directors of each of the merging corporations; (2) have been
approved by the stockholders of each of the merging corporations in accordance
with law.
Article III
Effect of Merger
When the merger shall have been effected:
(i) The merging corporations shall be a single corporation known as "Xxxx
Jewelry, Inc." a Nevada corporation
(ii) The separate existence of Xxxx shall cease.
(iii) Mid-Way Acquisitions shall have all rights, privileges, immunities
and powers and shall be subject to all the duties and liabilities of a
corporation organized under the Nevada Statutes.
(iv) Mid-Way Acquisitions shall thereupon and thereafter possess all the
rights, privileges, immunities and franchises of a public as well as of a
private nature of each of the merging corporations and all property, real,
personal and mixed, and all debts due on whatever account, including
subscriptions to shares and all other choses in action, and all and every other
interest of and belonging to or due to each of the merging corporations shall be
taken and deemed to be transferred to and vested in Mid-Way Acquisitions without
further act or deed, and the title to any real estate or any interest therein
vested in either of the merging corporations shall not revert or be in any way
impaired by reason of the merger.
(v) Mid-Way Acquisitions shall thenceforth be responsible and liable for
all the liabilities and obligations of each of the merging corporations and any
claim existing or action or proceeding pending by or against either of the
merging corporations may be prosecuted to judgment as if such merger had not
taken place or Mid-Way Acquisitions may be substituted in its place. Neither the
rights of creditors nor any liens upon the property of either of the merging
corporations shall be impaired by reason of the merger.
(vi) After the effective time of the merger, the earned surplus of Mid-Way
Acquisitions shall equal the aggregate of the earned surpluses of the merging
corporations immediately prior to the effective time of the merger. The earned
surplus determined as above provided shall continue to be available for payment
of dividends by Mid-Way Acquisitions.
(vii) The certificate of incorporation of Mid-Way Acquisitions as in effect
on the date of the merger, except as provided for in this Merger Agreement,
shall continue in full force and effect as the certificate of incorporation of
the corporation surviving this merger.
(viii)The bylaws of Mid-Way Acquisitions as they shall exist on the
effective date of this Merger Agreement shall be and remain the bylaws of the
surviving corporation until the same shall be altered, amended or repealed as
therein provided.
(ix) The directors and officers of Mid-Way Acquisitions shall continue in
office until the next annual meeting of stockholders and until their successors
shall have been elected and qualified.
Article IV
Termination
If, at any time prior to the effective date hereof, events or circumstances
occur which in the opinion of a majority of the board of directors of either
constituent corporation renders it inadvisable to consummate the merger, this
Merger Agreement shall not become effective even though previously adopted by
the shareholders of the corporation as herein before provided. The filing of the
merger documents shall conclusively establish that no action to terminate this
plan has been taken by the board of directors of either corporation.
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Article V
Amendment to Merger Agreement
The boards of directors of the constituent corporations may amend this
Merger Agreement at any time prior to the filing of the Merger Agreement (or a
certificate in lieu thereof) with the States of Delaware and Nevada provided
that an amendment made subsequent to the adoption of the Merger Agreement by the
stockholders of any constituent corporation shall not (1) alter or change the
amount of any kind of shares, securities, cash, property and/or rights to be
received in exchange for or on conversion of all or any of the shares of any
class or series thereof of such constituent corporation, except to correct
manifest error as may be permitted by law; (2) alter or change any term of the
Certificate or Articles of Incorporation of the surviving corporation to be
effected by the merger; or (3) alter or change any of the other terms and
conditions of the Merger Agreement if such alteration or change would adversely
affect the holders of any class or series thereof of such constituent
corporation.
Article VI
Amendments to the Articles of Incorporation
The following amendment shall be made to the Articles of Incorporation of
Mid-Way Acquisitions:
1. Amend Article I to read as follows: The name of the corporation shall be
Xxxx Jewelry, Inc.
IN WITNESS WHEREOF, Xxxx Jewelry, Inc., a Delaware corporation, has caused
this Plan and Agreement of Merger to be signed by its president and its
secretary in accordance with the requirements of the General Corporation Law of
the State of Delaware, Mid-Way Medical and Diagnostic Center, Inc., a Florida
Corporation, has caused this Plan and Agreement of Merger to be signed by its
president and its secretary in accordance with the requirements of the Florida
Business Corporation Act, and Mid-Way Acquisitions Corp., a Nevada corporation,
has caused this Plan and Agreement of Merger to be signed by its president and
its secretary in accordance with the requirements of the Nevada Business
Corporation Act, all as of the day and year first above written.
Attest: Xxxx Jewelry, Inc.
A Delaware Corporation
/s/ Xxxxxx Xxxxxxxx By /s/ Xxxxxx X. Xxxxxx
---------------------------- -------------------------------------------
Xxxxxx Xxxxxxxx Xxxxxx X. Xxxxxx, President
Attest: Mid-Way Acquisitions Corp.
A Nevada Corporation
/s/ Xxxxx Xxxxx By /s/ Xxxxx Xxxxx
---------------------------- -------------------------------------------
Xxxxx Xxxxx, Secretary Xxxxx Xxxxx, President
Attest: Mid-Way Medical and Diagnostic Center, Inc.
A Florida Corporation
/s/ Xxxxx Xxxxx By /s/ Xxxxx Xxxxx
---------------------------- -------------------------------------------
Xxxxx Xxxxx, Secretary Xxxxx Xxxxx, President
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