Exhibit 2.1.1
AGREEMENT OF MERGER
This Agreement of Merger is adopted by Americom Networks International,
Inc., a business corporation organized under the laws of the State of Florida,
by resolution of its Board of Directors on July 22, 1988, and is adopted by
Americom Networks International, Inc., business corporation organized under the
laws of the State of Delaware, by resolution of its Board of Directors on
February 6, 2008. The names of the corporations planning to merge are Americom
Networks International, Inc., a business corporation organized under the laws of
the State of Florida and Americom Networks International, Inc., a business
corporation organized under the laws of the State of Delaware. The name of the
surviving corporation is Americom Networks International, Inc., a Delaware
corporation.
1. Americom Networks International, Inc., a Florida corporation, and
Americom Networks International, Inc., a Delaware corporation, shall pursuant to
the provisions of the Florida Corporations Act and pursuant to the provisions of
the Delaware General Corporation Law, be merged into a single corporation, to
wit, Americom Networks International, Inc., a Delaware corporation, which shall
be the surviving corporation at the effective time of the filing of this
Agreement of Merger or a Certificate of Merger with the State of Delaware.
Americom Networks International, Inc., a Delaware corporation may sometimes be
referred to as the "Surviving Corporation" and shall continue to exist in
accordance with the provisions of the laws of the jurisdiction of its
organization. The separate existence of Americom Networks International, Inc., a
Florida corporation, which is hereinafter referred to as the "Non-Surviving
Corporation" shall cease at the effective time and date of the merger in
accordance with the provisions of the Florida Corporate Statutes.
2. The present Articles of Incorporation of the Surviving Corporation
shall be the Articles of Incorporation of said Surviving Corporation and said
Articles of Incorporation shall continue in full force and effect until amended
and changed in the manner prescribed by the provisions of the laws of the
jurisdiction of organization of the Surviving Corporation.
3. The present Bylaws of the Surviving Corporation will be the bylaws
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 laws of the jurisdiction of organization of the Surviving
Corporation.
4. The directors and officers of the Surviving Corporation, which are
the same as the directors and officers of the Non-Surviving Corporation, at the
effective time and date of the merger shall be the members of the first Board of
Directors and the first officers of the Surviving Corporation, all of whom shall
hold their respective offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the bylaws of the Surviving Corporation.
5. Each issued share of the Non-Surviving Corporation immediately
before the effective time and date of the merger shall be converted into one
share of the same class of stock of the Surviving Corporation. The issued shares
of the Surviving Corporation shall not be converted or exchanged in any manner,
but each said share which is issued at the effective time and date of the merger
shall continue to represent one issued share of the Surviving Corporation.
6. The Agreement of Merger herein made and approved shall be submitted
to the shareholders of the Surviving and Non-Surviving Corporation for approval
as required by the laws of the State of Florida and the laws of the State of
Delaware.
7. In the event that the Agreement of Merger shall have been approved
by the shareholders entitled to vote of the Non-Surviving Corporation and by the
shareholders entitled to vote of the Surviving Corporation in the manner
prescribed by the laws of the State of Florida and the laws of the State of
Delaware, the Non-Surviving Corporation and the Surviving Corporation hereby
stipulate that they will cause to be executed and filed and/or recorded any
document or documents prescribed by the laws of the State of Florida and the
laws of the State of Delaware and that they will cause to be performed all
necessary acts therein and elsewhere to effectuate the merger.
8. The Board of Directors and the proper officers of the Non-Surviving
Corporation and the Board of Directors and the proper officers of the Surviving
Corporation respectively, are hereby authorized, empowered, and directed to do
any and all acts and things and to make, execute, deliver, file and/or 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 Agreement of Merger or of the merger herein provided for.
Executed February 6, 2008 AMERICOM NETWORKS INTERNATIONAL, INC.
a Delaware corporation
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, President
AMERICOM NETWORKS INTERNATIONAL, INC.
a Florida corporation
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, President
