Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of
March 16, 2006, and entered into by RUB A DUB SOAP, INC., a Colorado corporation
("RBCO") and RUB A DUB SOAP, INC., a Nevada corporation ("RBNV").
RECITALS
1. RBCO is a Colorado corporation, the address of which is 0000 Xxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000. The date of filing of RBCO's original
Articles of Incorporation is September 28, 2001, as amended from time to time
(the "Colorado Articles").
2. RBNV is a Nevada corporation, the address of which is 0000 Xxxxxx
Xxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000. The date of filing of RBNV's Articles
of Incorporation is February 28, 2006 (as amended from time to time, the "Nevada
Articles").
3. RBCO and RBNV have determined that it is advisable and in their best
interests to merge RBCO with and into RBNV (the "Merger").
TERMS AND PROVISIONS OF MERGER
In consideration of the foregoing Recitals and of the following terms
and provisions, and subject to the following conditions, it is agreed:
1. Merger. The effective time of the Merger (the "Effective Time")
shall be a date when the parties shall have executed and filed a Certificate of
Merger with the Secretaries of State of Colorado and Nevada. As of the Effective
Time, RBCO shall be merged with and into RBNV. Following the Effective Time,
RBNV shall be the surviving entity of the Merger (hereinafter sometimes referred
to as the "Surviving Entity"), and the separate organizational existence of RBCO
shall cease.
2. Governing Documents. The Nevada Articles shall govern the Surviving
Entity without further change or amendment until thereafter amended in
accordance with the provisions thereof and applicable law.
3. Tax. The transactions effected pursuant to this Agreement are
intended to be a tax free reorganization within the meaning of Internal Revenue
Code of 1986 ("Code") section 368(a) and this Agreement constitutes a plan of
reorganization within the meaning of Code section 354.
4. Name. The name of the Surviving Entity shall be Rub A Dub Soap, Inc.
5. Succession. At the Effective Time, the Surviving Entity shall
acquire and possess all the rights, privileges, powers and franchises of a
public or private nature and be subject to all the restrictions, disabilities
and duties of RBCO; and all property, real, personal and mixed, and all debts
due to RBCO on whatever account, including all other things and causes of
action, shall be vested in the Surviving Entity; and all property, rights,
privileges, powers and franchises, and all and every other interest shall be
thereafter as effectually the property of the Surviving Entity as they were of
RBCO, and the title to any real property vested by deed or otherwise shall not
revert or be in any way impaired by reason of the Merger; but all rights of
creditors and liens upon any property of RBCO shall be preserved unimpaired, and
all debts, liabilities and duties of RBCO shall thenceforth attach to the
Surviving Entity and may be enforced against the Surviving Entity to the same
extent as if such debts, liabilities and duties had been incurred or contracted
by the Surviving Entity; provided, however, that such liens upon property of
RBCO shall be limited to the property affected thereby immediately prior to the
Merger.
6. Further Assurances. From time to time, as and when required or
requested by the Surviving Entity or by its successors and assigns, there shall
be executed and delivered on behalf of RBCO such deeds, assignments and other
instruments, and there shall be taken or caused to be taken by it all such
further and other action, as shall be appropriate or necessary in order to vest,
perfect or confirm, of record or otherwise, in the Surviving Entity the title to
and possession of all property, interests, assets, rights, privileges,
immunities, powers, franchises and authority of RBCO and otherwise to carry out
the purposes of this Agreement, and the authorized officers of the Surviving
Entity are fully authorized in the name and on behalf of RBCO or otherwise, to
take any and all such action and to execute and deliver any and all such deeds,
assignments and other instruments.
7. Conversion of Capital Stock. At the Effective Time, all issued and
outstanding common shares of RBCO shall be automatically converted into the
right to receive shares of RBNV on the basis of one new share of RBNV for each
ten (10) outstanding shares of RBCO (the "Merger Consideration"). At the
Effective Time, all other previously issued and outstanding shares of common or
preferred stock of RBCO that were issued and outstanding immediately prior to
the Effective Time shall be automatically cancelled.
8. Options. At the Effective Time, all outstanding and unexercised
portions of all options and warrants to purchase shares of RBCO shall be
automatically converted into an option or warrant to purchase equivalent shares
of RBNV.
9. Employee Benefit Plans. As of the Effective Time, the Surviving
Entity shall assume all obligations of RBCO under any and all employee benefit
plans in effect as of the Effective Time or with respect to which employee
rights or accrued benefits are outstanding as of the Effective Time.
10. Accounting Matters. RBNV agrees that upon the Effective Time, the
assets, liabilities, reserves and accounts of RBCO shall be taken up or
continued on the books of RBNV in the amounts at which such assets, liabilities,
reserves and accounts shall have been carried on the books of RBCO immediately
prior to the Effective Time, subject to such adjustments as may be appropriate
to give effect to the Merger.
11. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada applicable to contracts entered
into and to be performed wholly within the State of Nevada.
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12. Amendment. Subject to applicable law, this Agreement may be
amended, modified or supplemented by written agreement of the parties hereto at
any time prior to the Effective Time with respect to any of the terms contained
herein.
13. Deferral or Abandonment. At any time prior to the Effective Time,
this Agreement may be terminated and the Merger may be abandoned or the time of
consummation of the Merger may be deferred for a reasonable time by RBNV if
circumstances arise which, in the opinion of the Board of Directors of RBNV,
make the Merger inadvisable or such deferral of the time of consummation
advisable.
14. Counterparts. This Agreement may be executed in any number of
counterparts each of which when taken alone shall constitute an original
instrument and when taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of this Agreement by facsimile transmission
shall be effective as delivery of a manually executed counterpart hereof.
[Signature Page Follows]
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IN WITNESS WHEREOF, RBCO and RBNV have caused this Agreement to be
signed by their respective duly authorized officers and delivered this 16th day
of March, 2006.
RUB A DUB SOAP, INC.,
a Colorado corporation
By: /s/ Xxxxx X. Xxxxxx, Xx.
-------------------------
Xxxxx X. Xxxxxx, Xx.
President
RUB A DUB SOAP, INC.,
a Nevada corporation
By: /s/ Xxxxx X. Xxxxxx, Xx.
-------------------------
Xxxxx X. Xxxxxx, Xx.
President
