EXHIBIT 2.05
PLAN AND AGREEMENT OF MERGER
OF
VECTOR ENERGY CORPORATION
(a Texas corporation)
AND
VTEX ENERGY, INC.
(a Nevada corporation)
PLAN AND AGREEMENT OF MERGER entered into on October 25, 2002, by VECTOR ENERGY
CORPORATION, a Texas corporation ("Vector"), and approved by resolution adopted
by its Board of Directors on said date, and entered into on October 25, 2002, by
VTEX ENERGY, INC., a Nevada corporation ("VTEX"), and approved by resolution
adopted by its Board of Directors on said date.
WHEREAS, Vector is a business corporation of the State of Texas with its
registered office therein located at 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000; and
WHEREAS, the total number of shares of stock which Vector has authority to
issue is 120,000,000, of which 100,000,000 are common stock, no par value per
share, and 20,000,000 are preferred stock, no par value per share; and
WHEREAS, VTEX is a business corporation of the State of Nevada with its
registered office therein located at 000 Xxxx Xxxx Xxxxxx, Xxxx xx Xxxxxx Xxxx;
and
WHEREAS, the total number of shares of stock which VTEX has authority to
issue is 200,000,000, of which 150,000,000 are common stock, $.001 par value per
share, and 50,000,000 are preferred stock, $.001 par value per share; and
WHEREAS, the Texas Business Corporation Act permits a merger of a business
corporation of the State of Texas with and into a business corporation of
another jurisdiction; and
WHEREAS, the General Corporation Law of the State of Nevada permits the
merger of a business corporation of another jurisdiction with and into a
business corporation of the State of Nevada; and
WHEREAS, Vector and VTEX and the respective Boards of Directors thereof
declare it advisable and to the advantage, welfare, and best interests of said
corporations and their respective stockholders to merge Vector with and into
VTEX pursuant to the provisions of the Texas Business Corporation Act and
pursuant to the provisions of the General Corporation Law of the State of Nevada
upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly entered into by Vector and
approved by a resolution adopted by its Board of Directors and being thereunto
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duly entered into by VTEX and approved by a resolution adopted by its Board of
Directors, the Merger and the terms and conditions thereof and the mode of
carrying the same into effect, are hereby determined and agreed upon as
hereinafter in this Plan and Agreement of Merger set forth.
1. Vector shall, pursuant to the provisions of the Texas Business
Corporation Act and to the provisions of the General Corporation Law of the
State of Nevada, be merged with and into VTEX, which shall be the surviving
corporation from and after the effective time of the merger and which is
sometimes hereinafter referred to as the "surviving corporation", and which
shall continue to exist as said surviving corporation under its present name
pursuant to the provisions of the General Corporation Law of the State of
Nevada. The separate existence of Vector, which is sometimes hereinafter
referred to as the "terminating corporation", shall cease at said effective time
in accordance with the provisions of the Texas Business Corporation Act.
2. The present Articles of Incorporation of the surviving corporation will
be the Articles of Incorporation of the surviving corporation and will continue
in full force and effect until changed, altered, or amended as therein provided
and in the manner prescribed by the provisions of the General Corporation Law of
the State of Nevada.
3. The present by-laws of the surviving corporation will be the by-laws of
said surviving corporation and will continue in full force and effect until
changed, altered, or amended as therein provided and in the manner prescribed by
the provisions of the General Corporation Law of the State of Nevada.
4. The directors and officers in office of the surviving corporation at the
effective time of the merger shall be the members of the Board of Directors and
the officers of the surviving corporation, all of whom shall hold their
directorships and offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the surviving corporation.
5. Each issued share of the common stock, no par value per share, of the
terminating corporation shall, from and after the effective time of the merger,
be converted into one thirtieth (.03) share of the common stock of the surviving
corporation computed according to the following provisions. The surviving
corporation shall not issue any certificate or script representing a fractional
share of common stock but shall instead issue one (1) full share for any
fractional interest arising from the Merger. Pursuant to the laws of the State
of Nevada, certificates represent shares of the common stock of the terminating
corporation shall be tendered to the surviving corporation for exchange into
certificates representing shares of the common stock of the surviving
corporation on or before December 31, 2002, which date the board of directors of
the surviving corporation has found and determined to provide a reasonable
period for the exchange. The shares of the surviving corporation that are
outstanding immediately prior to the effect time of the merger shall be
cancelled and deemed not outstanding as of the effective time of the merger.
6. Each issued share of the preferred stock, no par value per share, of the
terminating corporation shall, from and after the effective time of the merger,
be converted into one (1) share of the preferred stock of the surviving
corporation having substantially similar powers, designations, preferences and
relative, participating, option and other rights as the preferred shares of the
terminating corporation. Pursuant to the laws of the State of Nevada,
certificates represent shares of the preferred stock of the terminating
corporation shall be tendered to the surviving corporation for exchange into
certificates representing shares of the preferred stock of the surviving
corporation on or before December 31, 2002, which date the board of directors of
the surviving corporation has found and determined to provide a reasonable
period for the exchange.
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7. The surviving corporation may xxx in any court with jurisdiction to
cause any stockholder of the terminating corporation to tender certificates
representing shares owned by such stockholder to be tendered to the surviving
corporation for exchange. Stockholders of the terminating corporation shall have
no rights to notices, distributions or voting with respect to the surviving
corporation unless the certificates representing shares of the terminating
corporation are tendered to the surviving corporation for exchange.
8. Except to the extent otherwise provided in the terms of outstanding
options, warrants or other rights to purchase, or securities convertible into or
exchangeable for common stock of the terminating corporation (other than shares
of the preferred stock of the terminating corporation), each outstanding option,
warrant or other right to purchase, and each outstanding security convertible
into or exchangeable for common stock of the terminating corporation shall be
converted into an option, warrant or other right to purchase, or security
convertible into or exchangeable for common stock of the surviving corporation
on the basis of one share of the Common Stock of the surviving corporation for
each 30 shares of the common stock of the terminating corporation. In the event
any such right would result in the issuance of a fractional share of the
surviving corporation, such right to purchase or receive such fractional share
shall be deemed to be a right to purchase or receive a full share of the
surviving corporation. The exercise price or conversion ratio set forth in such
option, warrant or other right to purchase, or security convertible into or
exchangeable for common stock of the surviving corporation shall be ratably
adjusted so that the total exercise or conversion price shall be the same as
under the option, warrant, or other right to purchase, or security convertible
into or exchangeable for common stock of the terminating corporation.
9. In the event that this Plan and Agreement of Merger shall have been
fully approved and adopted upon behalf of the terminating corporation in
accordance with the provisions of the Texas Business Corporation Act and upon
behalf of the surviving corporation in accordance with the provisions of the
General Corporation Law of the State of Nevada, the said corporations agree that
they will cause to be executed and filed and recorded any document or documents
prescribed by the laws of the State of Texas and by the laws of the State of
Nevada, and that they will cause to be performed all necessary acts within the
State of Texas and the State of Nevada and elsewhere to effectuate the merger
herein provided for.
10. The Board of Directors and the proper officers of the terminating
corporation and of the surviving corporation are hereby authorized, empowered,
and directed to do any and all acts and things, and to make, execute, deliver,
file, and record any and all instruments, papers, and documents which shall be
or become necessary, proper, or convenient to carry out or put into effect any
of the provisions of this Plan and Agreement of Merger or of the merger herein
provided for.
11. The effective time of this Plan and Agreement of Merger, and the time
at which the merger herein agreed shall become effective in the State of Texas
and the State of Nevada, shall be on the last to occur of:
(a) the approval of this Plan and Agreement of Merger by the stockholders
of the terminating corporation in accordance with the Texas Business
Corporation Act; or
(b) the date this Plan and Agreement of Merger, or a certificate of merger
meeting the requirements of the General Corporation Law of the State of
Nevada, is filed with the Secretary of State of the State of Nevada.
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12. Notwithstanding the full approval and adoption of this Plan and
Agreement of Merger, the said Plan and Agreement of Merger may be terminated at
any time prior to the filing thereof with the Secretary of State of the State of
Nevada.
13. Notwithstanding the full approval and adoption of this Plan and
Agreement of Merger, the said Plan and Agreement of Merger may be amended at any
time and from time to time prior to the filing thereof with the Secretary of
State of the State of Texas and at any time and from time to time prior to the
filing of any requisite merger documents with the Secretary of State of the
State of Nevada except that, without the approval of the stockholders of Vector
and the stockholders of VTEX, no such amendment may (a) change the rate of
exchange for any shares of Vector or the types or amounts of consideration that
will be distributed to the holders of the shares of stock of Vector; (b) change
any term of the Articles of Incorporation of the surviving corporation; or (c)
adversely affect any of the rights of the stockholders of Vector or VTEX.
IN WITNESS WHEREOF, this Plan and Agreement of Merger is hereby executed
upon behalf of each of the constituent corporations parties thereto.
Dated: October 25, 2002 VECTOR ENERGY CORPORATION
----------------
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Xxxxxx X. Xxxxxxx
Chairman
VTEX ENERGY, INC.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Xxxxxx X. Xxxxxxx
Chairman
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