EX-4.2
AGREEMENT OF MERGER AND
PLAN OF MERGER AND REORGANIZATION
Agreement of Merger and Plan of Manger and Reorganization dated this 22nd
day of November, 1988, by and between Ramex Synfuels International, Inc., a
Corporation of the State of Utah thereinafter. called ("Ramex-Utah") and by
resolution adopted by its Board of Directors on said date, and Ramex Synfuels
International, Inc., a Corporation of the State of Nevada (hereinafter called
"Ramex-Nevada"), and by resolution adopted by its Board of Directors on said
date.
WHEREAS, the Board of Directors of Ramex-Utah and Ramex-Nevada have
resolved that Ramex-Utah and Ramex-Nevada merge under and pursuant to the
Business Corporation Act of the State of Utah and the General Corporation Law of
the State of Nevada, to-wit: Ramex-Nevada, which shall be the surviving
corporation (such corporation in its capacity as the surviving corporation being
sometimes referred to as the("Surviving Corporation");
WHEREAS, this authorized capital stock of Ramex-Utah consists of One
Hundred Twenty- five Million (125,000,000) shares of common stock with a par
value of $.001 per share (hereinafter called "Ramex-Utah Common Stock") of which
One Hundred Twenty-five Million (125,000,000) shares are issued and outstanding;
WHEREAS, the capital stock of Ramex-Nevada consists of One Hundred
Twenty-five Million (125,000,000) shares of common stock with a par value of
$.001 par share (hereinafter called "Ramex-Nevada Common Stock") of which no
shares are issued and outstanding;
WHEREAS, the respective Board of Directors and shareholders of Ramex-Utah
and Ramex-Nevada have approved the merger upon the terms and conditions
hereinafter set forth and have been approved by this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements,
provisions, and covenants herein contained, the parties hereto hereby agree in
accordance with the Business Corporation Act of the State of Utah and the
General Corporation Law of the State of Nevada that Ramex-Utah and Ramex-Nevada
shall be, at the Effective Date (as herein defined) , merged with and into a
single corporation existing under the laws of the State of Nevada (hereinafter
called "Merger"), to-wit: Ramex-Nevada, which shall be the surviving Corporation
and the parties hereto adopt and agree to the following agreements, terms and
conditions relating to the Merger and the mode of carrying the same into effect.
1 Stockholders' Consent; Filings, Effect of Merger
1.1 Written Consent of Ramex-Nevada Stockholders. The Agreement of
Merger need not be presented to stockholders of Ramex-Nevada for their consent
and approval because as of this date there are no stockholders of Ramex-Nevada.
1.2 Written Consent of Ramex-Utah Stockholders. The Agreement of
Merger shall be presented to all stockholders of Ramex-Utah and upon obtaining
the affirmative vote of the required number of the outstanding shares of
Ramex-Utah that were cast at a meeting called and conducted in the same manner
as provided by the Utah Business Corporation Act, a resolution authorizing such
merger shall be adopted.
1.3 Filing of Certificate of Merger; Effective Date. If (a) this
Agreement is adopted by the stockholders of Ramex-Utah, in accordance with the
Utah Business Corporation Act, and (b) this Agreement is not thereafter and has
not theretofore been terminated or abandoned as permitted by the provisions
hereof, then a Certificate of Merger shall be filed and recorded in accordance
with the General Corporation Law of the State of Nevada and shall be filed in
accordance with the Utah Business Corporation Act. Such filings shall be made
contemporaneously. The merger shall become effective at 9:00 a.m. on the
calendar day following the day of such filings, which date and time shall herein
be referred to as the "Effective Date."
1.4 Certain Effects of Merger. On the Effective Date, the separate
existence of Ramex-Utah shall cease, and Ramex-Utah shall be merged with and
into Ramex-Nevada which, as Surviving Corporation, shall possess all rights,
privileges, powers, and franchises, of a public as well as private nature, and
be subject to all restrictions, disabilities, and duties of Ramex-Utah and all
and singular, the rights, privileges, powers, and franchises of Ramex-Utah, and
all property, real, personal and mixed, and all debts due to Ramex-Utah on
whatever account, as well as stock subscriptions and all other things in action
or belonging to Ramex-Utah, shall be vested in the Surviving Corporation, and
all property, rights, privileges, powers, franchises and all and every other
interest shall be thereafter as effectually the property of the Surviving
Corporation as they were of Ramex-Utah, and the title to any real estate vested
by deed or otherwise under the laws of Utah or Nevada or any other jurisdiction,
in Ramex-Utah, shall not revert or be in any way impaired; but all rights of
creditors and all liens upon any property of Ramex-Utah shall be preserved
unimpaired, and all debts, liabilities, and duties of Ramex-Utah shall
thenceforth attach to the Surviving Corporation and may be enforced against it
to the same extent as if said debts, liabilities, and duties had been incurred
or contrasted by it. At any time, or from time to time, after the Effective
Date, the last acting officers of Ramex-Utah or the corresponding officers of
the Surviving Corporation may, in the name of Ramex-Utah, execute and deliver
all such proper deeds, assignments, and other instruments and take or cause to
be taken all such further or other action as the Surviving Corporation may deem
necessary or desirable in order to vest, perfect, or confirm in the Surviving
Corporation title to and possession of all property, rights, privileges, powers,
franchises, immunities, and interests of Ramex-Utah and otherwise to carry out
the purpose of this Agreement.
2 Name of Surviving Corporation; Certificate of Incorporation; By-Laws
2.1 Name of Surviving Corporation. The name of the Surviving
Corporation from and after the Effective Date shall be Ramex Synfuels
International, Inc.
2.2 Certificate of Incorporation. The Certificate of Incorporation of
the Surviving Corporation in effect on the date hereof shall from and after the
Effective Date be, and continue to be, the Certificate of Incorporation of the
Surviving Corporation and said Certificate of Incorporation shall continue in
full force and effect until amended and changed in the manner prescribed by the
laws of the jurisdiction of its organization.
2.3 By-Laws. The By-Laws of the Surviving Corporation, as in effect
immediately before the Effective Date, shall from and after the Effective Date
be and continue to be the By-Laws of the Surviving Corporation and will continue
in full force and effect until changed, amended, or altered as therein provided
and in the manner prescribed by the provisions of the laws of the jurisdiction
of its organization.
3 Management of Surviving Corporation
3.1 Directors and Officers of Surviving Corporation. The Directors and
Officers in office of the Surviving Corporation upon the Effective Date of the
merger shall be the members of the first board of directors and the first
officers of the Surviving Corporation, subsequent to the merger, 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.
4 Status and Conversion of Securities
The manner and basis of converting the share of capital stock of Ramex-Utah
and the nature and amount of securities of Ramex-Nevada which the holders of
shares of Ramex-Utah Common Stock are to receive in exchange for such shares are
as follows:
4.1 Ramex-Utah Common Stock. Each share of Ramex-Utah Common Stock
which shall be issued and outstanding immediately before the Effective Date
shall, by virtue of the Merger and without any action on the part of the holder
thereof, be converted at the Effective Date into one fully paid share of
Ramex-Nevada Common Stock. Such certificates may, but need not be, exchanged by
the holders thereof after the merger becomes effective for new certificates for
the appropriate number of shares bearing the name of the Surviving Corporation.
4.2 Ramex-Nevada Common Stock. All issued and outstanding shares of
Ramex-Nevada Common Stocks if any, are issued and outstanding on or as of the
Effective Date, shall continue to be issued and outstanding shares of
Ramex-Nevada Common Stock with a par value of $0.001.
5 Miscellaneous
5.1 This Agreement of Merger may be terminated and the proposed Merger
abandoned at any time before the Effective Date of the Merger, and whether
before or after approval of this Agreement of Merger by the shareholders of
Ramex-Utah, if the board of Directors of Ramex-Utah or if the Surviving
Corporation duly adopts a resolution abandoning this Agreement of Merger.
5.2 In the event that the Plan of Merger shall have been approved by
the shareholders of Ramex-Utah and the merger shall have been authorized by
their duly adopted resolution in the manner prescribed by the provisions of the
Utah Business Corporation Act, and in the event that the Plan of Merger shall
have been approved by the Board of Directors or shareholders of their Surviving
Corporation in compliance with the provisions of the laws of the jurisdiction of
its organization, Ramex-Utah 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 Utah and of the State of
Nevada, and that they will cause to be formed all necessary acts therein and
elsewhere to effectuate the merger.
5.3 For the convenience of the parties hereto and to facilitate the
filing of this Agreement of Merger, any number of counterparts hereof may be
executed and each such counterpart shall be deemed to be an original.
5.4 The following directors have approved this agreement. These
directors constitute all the directors of Ramex-Utah and Ramex-Nevada.
RAMEX SYNFUELS INTERNATIONAL, RAMEX SYNFUELS INTERNATIONAL,
INC., a Utah Corporation INC., a Nevada Corporation
Xxxxxx X. Xxxxxx, Director Xxxxxx X. Xxxxxx, Director
Xxxx Xxx Xxxxxx, Director Xxxx Xxx Xxxxxx, Director
Xxxx Xxxxx, Director Xxxx Xxxxx, Director
Xxxxxx Xxxxxxxx, Director Xxxxxx Xxxxxxxx, Director
IN WITNESS WHEREOF, this Agreement has been executed by Ramex Synfuels,
International, Inc, a Utah corporation, and Ramex Synfuels International, Inc.,
a Nevada corporation all on the date first above written.
ATTEST: Ramex Synfuels International, Inc., a Utah corporation
By: By:
Corporate Secretary President
THE STATE OF ARKANSAS
COUNTY OF XXXXXXXX
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxx X. Xxxxxx, President of Ramex Synfuels International, Inc., a Utah
corporation, known to me to be the person whose name is subscribed to the
foregoing instrument, who being first duly sworn did state that he signed said
instrument and that the statements contained therein are true and correct.
SUBSCRIBED AND SWORN TO before me on this the 22nd day of November, 1988.
/s/ Xxxxx Xx Xxxxxx
------------------------
NOTARY PUBLIC IN AND FOR THE
STATE OF ARKANSAS
Printed Name of Notary: XXXXX XX XXXXXX
My Commission Expires: 11-9-92
ATTEST: Ramex Synfuels International, Inc., a Nevada corporation
By: By:
Corporate Secretary President
THE STATE OP ARKANSAS
COUNTY OF XXXXXXXX
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxx X. Xxxxxx, President of Ramex Synfuels International, Inc., a Utah
corporation, known to me to be the person whose name is subscribed to the
foregoing instrument, who being first duly sworn did state that he signed said
instrument and that the statements contained therein are true and correct.
SUBSCRIBED AND SWORN TO before me on this the 22nd day of November, 1988.
/s/ Xxxxx Xx Xxxxxx
------------------------
NOTARY PUBLIC IN AND FOR THE
STATE OF ARKANSAS
Printed Name of Notary: XXXXX XX XXXXXX
My Commission Expires: 11-9-92
LETTER OF ADOPTION
--------------------
I, the undersigned, being a Director of both Ramex Synfuels International,
Inc., a Utah Corporation, and Ramex Synfuels International, Inc., a Nevada
Corporation, hereby approve and adopt the foregoing Agreement of Merger and Plan
of Merger and Reorganization dated the 22nd day of November, 1988, by and
between Ramex Synfuels International, Inc., a Corporation of the State of Utah
and Ramex Synfuels International, Inc., a Corporation of the State of Nevada,
and hereby consent to the merger under the terms and conditions as set forth
therein.
/s/ Xxxxxx Xxxxxxxx
-----------------------
Xxxxxx Xxxxxxxx
Director
STATE OF PENNSYLVANIA
COUNTY OF ERIE
BEFORE ME, the undersigned authority, on this day personally appeared
Xxxxxx Xxxxxxxx, Director of Ramex Synfuels International, Inc., a Utah
corporation, and Ramex Synfuels International, Inc., a Nevada corporation, known
to me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed, in the capacity therein stated and as the act and deed of
said corporation.
GIVEN UNDER MY HAND AND SEAL of office this 15th day of December, 1988.
/s/ Xxxxxxx X. Xxxxx
-------------------------
NOTARY PUBLIC IN AND FOR THE STATE OF PENNSYLVANIA
Printed Name of Notary: Xxxxxxx X. Xxxxx
My Commission Expires: 5/ /92
