M E R G E R A G R E E M E N T
between
CARLETON ENTERPRISES, LTD.
and
CADGIE XXXXXX C0.
WITNESS the terms of the Merger Agreement by and between:
CARLETON ENTERPRISES. LTD. a Nevada Corporation,
hereinafter referred to as "Carleton". and
CADGIE XXXXXX CO.,
a Montana Corporation, hereinafter
referred to as "Cadgie".
RECITALS
--------
1. Identity of Parties. Carleton was incorporated in accordance with
the laws of the State of Nevada on April 3, 1984, with a capitalization of
20,000,000 shares of Capital Stock, par value $0.02 per share. which Capital
Stock is non-assessable. There are outstanding as of this date 50,000 shares of
Capital Stock. Cadgie was organized in accordance with the laws of the State of
Montana and has an authorized capitalization of 2,500,000 shares of Common Stock
with a par value of $0.02 per share. of which there are issued and outstanding
722,500 shares.
2. Assumption of Assets Subject to Liabilities. Carletrrn. a
Nevada Corporation. when this Merger Agreement shall become effective, as is
hereinafter provided, shall assume all of the assets and all of the liabilities
standing on the books and records of Cadgie, a Montana corporation. As a result
thereof, Cadgie shall no longer be engaged in business, having then merged into
Carleton.
3. Requirements to Nevada Law. Carleton is a Nevada corporation.
Pursuant to the laws of the State of Nevada, a majority of the directors of
Carleton may enter into a Merger Agreement setting forth the terms and
conditions of the proposed merger, including a statement of the capitalization,
the number of shares of Capital Stock of the surviving corporation. Carleton, a
statement of the manner of conversion of the shares and assets of the retiring
corporation, Cadgie, a statement as to whether a new corporation is to be
formed, a statement of the method of carrying the terms of the agreement into
effect, and such other details as may be deemed necessary to disclose all
matters effective in a merger. The laws of the State of Nevada further provide
that notice of a proposed merger shall be given by mail to the last known
address of each stockholder, not less than ten days prior to such tweeting. Such
notice shall contain the time and place of tweeting, the laws of the State of
Nevada provide further that notice of a proposed merger may be waived by the
stockholders. By the further terms of the laws of the State of Nevada it it
specified that if a majority of the outstanding stock of the Nevada corporation,
Carleton, shall be vested in favor of the merger, the agreement shall be
declared adopted. The vote thereon shall be certified on the agreement by the
President or Vice President and by the Secretary or Assistant Secretary of the
Nevada corporation. Carleton. The agreement shall be signed and acknowledged by
the President or Vice President and by the Secretary or Assistant Secretary of
the Nevada corporation. Carleton, and the seal of such corporation shall be
affixed thereto whereupon the same shall be filed in the Office of the Secretary
of State of Nevada. "pon the recordation in the Office of the Secretary of State
of Nevada the merger shall, insofar as Nevada law is concerned, be deemed to be
consummated with the same result as respects assets and liabilities as is
specified under Montana law.
4. Requirements of Montana Law. Upon completion of the various
steps necessary to place this Merger Agreement into effect, the same shall
become effective. The action contemplated hereby is deemed under Montana law to
be a merger. In connection with a merger, Montana law requires that the Board of
Directory of the Montana Cadgie, shall by resolution approve and adopt the Plan
of Merger. The Plan of Merger shall specify the of the corporations proposing to
merge. The name of the surviving corporation, the terms and conditions of the
merger, manner and basis of converting the shares of the corporation, Cadgie,
into shares of the corporation, Carleton, a statement of any changes in the
Articles of Incorporation of the surviving corporation, Carleton. to the extent
that they are the result of such merger, end such other provisions with respect
to the merger as are deemed necessary or desirable shall also be specified in
the Plan of Merger. The statutes of the State of Montana further require that
the Board of Directors of Cadgie by resolution direct that the Plan of Merger be
submitted to a vote of a meeting of the shareholders of Cadgie, that written or
printed notice shall be given to each stockholder of record no less than thirty
days prior to such meeting, and that such notice shall state the purpose of the
meeting, as well as the place. day and hour thereof, and shall be delivered
either personally or by deposit in the United States mail, properly addressed,
postage prepaid. Montana law further requires that a copy of or a summary of a
Plan of Merger shall be included or enclosed with such notice. The laws of the
State of Montana further specify that the Plan of Merger shall be deemed to have
been approved upon receiving the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Cadgie, end such laws specify that upon
such approval. Articles of Merger shall be executed in duplicate by the
President or Vice President and by the Secretary or Assistant Secretary of
Cadgie, and shall be verified by one of such officers. Such Articles of Merger
shall record or set forth the Plan of Merger, the number of shares outstanding
with respect to each corporation, and the number of stares voted for and against
the Plan of Merger. It is further required that such duplicate originals be
delivered to the Sscretary of State of Montana, and upon the subsequent issuance
of a Certificate of Merger by the Secretary of State, the corporations party to
the merger shall become a single corporation, the separate existence of the
merged corporation, Cadgie, shall cease, and the surviving corporation.
Carleton. shall have all the rights, privileges, immunities, powers, properties
and assets and shall be subject to the duties, liabilities, debts and
obligations of both corporations. It is the intention of the parties to this
agreement that upon the issuance of a Certificate of Merger by the Secretaries
of State of Montana and Nevada and the final compliance of the laws of the
States of Montana and Nevada, this Merger Agreement shall become effective.
NOW, THEREFORE, AND IN THE CONSIDERATION OF THE FOREGOING RECITALS, AND THE
MUTUAL COVENANTS HEREINAFTER SET FORTH. CARLETON AND CADGIE DESIRE TO MERGE, AS
THAT TERM IS USED IN THE LAWS OF THE STATES OF MONTANA AND NEVADA. DO HEREBY,
ACTING THROUGH A MAJORITY OF THE BOARD OF DIRECTORS OF EACH SUCH CORPORATION,
AGREE TO MERGE AS FOLLOWS:
5. Statement Under Nevada Law. The terms and conditions of the
proposed merger of Cadgie into Carleton shall be as follows:
(a) The Articles of Incorporation of Carleton, which
set on file with the Secretary of State of Nevada,shall be the Articles of
Incorporation of the surviving corporation.
(b) The manner of converting shares of Coamon Stock of
Cadgie will be on a basis of one share of Cadgie being converted into one share
of Carleton.
6. Statement Under Montana Law. The Flan of Merger of Cadgie into Carleton shall
be as follows:
(a) The names of the corporations proposing to merge
are Carleton, a Nevada corporation, and Cadgie, a Montana corporation, Cadgie
proposes to merge into Carleton and Carleton is hereby designated as the
surviving corporation.
(b) The shares of Common Stock of Cadgie shall be
converted into Common Stock of Carleton on a basis of one share of Cadgie for
one share of Carleton, the surviving corporation, on the effective date of this
Merger Agreement.
(c) The assets of Cadgie. upon this Merger Agreement
becoming finally effective. will become the assets of Carleton.
(d) The surviving corporation, Carleton, hereby
agrees that it tray be served with process in the State of Montana in any
proceeding for the enforcement of any obligation of Cadgie and in any proceeding
for the enforcement of the rights of a dissenting shareholder of Cadgie against
the surviving corporation. Carleton. The surviving corporation. Carleton, hereby
appoints the Secretary of State of Montana as its agent to accept service of
process in any such proceeding. and agrees to promptly pay to the dissenting
shareholders of Cadgie the amount, if any, to which they are entitled under the
provisions of the Montana Business Corporation Act with respect to the rights of
dissenting shareholders.
7. Agreement to Merge. The parties hereby agree that Cadgie shall
be merged into Carleton and they do hereby further specifically agree in order
to accomplish such results as follows:
(a) Each of the parties hereto shall prepare and
cause to be mailed such notices as may be required or be desirable
pursuant to the laws of the States of Nevada and Montana. And in
addition. they shall see to the mailing to the stockholders of the
parties of all information which may be reasonably necessary or
desirable in order to permit such stockholders to reach an intelligent
and informed decision with respect to the proposed merger. The expense
of all such notices. reports and information and of the mailing of the
same shall be borne by the party with respect to which the material is
prepared or to whose stockholders the material is submitted. as the
case may be, save only that neither party shall be charged by the other
for the costs of preparing any reports or documents heretofore
published and available and deemed desirable for such distribution.
(b) Each of the parties hereto shall proceed with
all due diligence. but strictly in cooperation with the other. to
secure the approval of, the merger Agreement by the requisite vote of
the stockholders of the parties and shall thereafter nee to they
filing of all required notices and undertakings of every kind and
character. pursuant to the laws of the States of Nevada and Montana.
(c) Upon the issuance of a Certificate of Merger
from the State of Montana, this Merger Agreement shall become effective
wherein Carleton shall take over the assets and assume the liabilities
of Cwdgie, and the stockholders of Cadgie shall surrender their stock
certificates in exchange for Cosanon Stock of Carleton with one share
of Cadgie being exchanged for one share of Carleton.
8. Expenses and Fees. Carleton shall discharge all expenses in
connection with calling and convening a special stockholders' meeting to ratify
the Merger Agreement. Cadgie shall discharge all expenses in connection with
calling and convening a special stockholders' meeting to ratify the Merger
Agreement. This agreement contemplates an audit, inventory and veriftnation of
the assets and liabilities of each of the corporations at the discretion of each
corporation. The expense of the audit, inventory or verification shall be
discharged by the corporation electing to conduct the audit, inventory or
verification.
9. Conditions Precedent to Effectiveness. Notwithstanding any other
terms and conditions hereof, this Merger Agreement shall become effective only
if the requirements of the laws of the States of Montana and Nevada, precedent
to effectiveness, have been formally complied with.
10. Directors and Officers.
(a) On the effective date of the merger, the Board
of Directors of Carleton, the surviving corporation, shall consist of
three directors. The terms of office of such members of the Board of
Directors shall be until the first annual meeting of the stockholders
of Carleton, the surviving corporation, after the effective date of the
merger and until their successors shall be elected and shall have
qualified. The respective names and addresses of such directors are
as follows:
Xxxxxxxxx X. Xxxxxx III
000 Xxxxxxxxx Xxxxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Timotha Xxx Xxxx
000 Xxxxxxxxx Xxxxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxxxx Xxxxxx Xxxxxx
000 Xxxxxxxxx Xxxxxxxx
Xxxx Xxxx Xxxx. Xxxx 00000
(b) Upon the effective date of the merger, there
shall be three officers of Carleton who are presently holding these
positions. These officers, each of whom shall hold office until a
successor shall have been duly elected or appointed and shall have
qualified, or until his earlier death, resignation or removal, and
their respective offices and addresses ere As follows:
Alexander H, Xxxxxx III President
000 Xxxxxxxxx Xxxxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Timotha Xxx Xxxx Vice President
000 Xxxxxxxxx Xxxxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxxxx Xxxxxx Xxxxxx Secretary and Treasurer
000 Xxxxxxxxx Xxxxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
11. Dissenting Shareholders. Carleton, as the surviving
corporation, will comply with the provisions of the Nevada Revised Statutes and
the Montana Business Corporation Act, with the appraisal of and payment for
stock of stockholders objecting to the merger. The surviving corporation,
Carleton, agrees that the payments for such stock and the cost of all
proceedings in connection with all matters necessary to be performed in
connection therewith will be at the expense of Carleton.
12. Abandonment of Merger. Anything herein to the contrary
notwithstanding, this merger may be terminated and the merger provided herein
abandoned at any time prior to the effective date of the merger, whether before
or after such action of the stockholders, pursuant to resolution adopted by the
Board of Directors of either Carleton or Cadgie. In the event of the termination
or abandonment of this Agreement of Merger, the same shall become wholly void
and of no effect and there shall be no liability on the pert of either Carleton
or Cadgie or their respective boards of Directors or the stockholders.
13. Execution. This Agreement of Merger may be executed in any
number of counterparts, all of which together shall constitute one original
Agreement of Merger.
IN WITNESS WHEREOF. Carleton and Cadgie caused this instrument
to be executed by their duly authorised officers in each case by authority of
the majority of the Board of Directors of each corporation, and have caused
their seals to be hereto affixed and a majority of the Board of Directors of
each corporation have executed this agreement as of the day and year set forth
below.
DATED this 4th day of April, 1984.
CARLETON ENTERPRISES, LTD.
ATTEST:.
/s/Xxxxxxxxx X. Xxxxxx 111
---------------------------
Xxxxxxxxx X. Xxxxxx 111
President
/s/Xxxxxx Xxxxxx Xxxxxx
-----------------------
Xxxxxx Xxxxxx Xxxxxx
Secretary
A Majority fo the Board of
Directors:
/s/Xxxxxxxxx X. Xxxxxx 111
--------------------------
/s/Timotha Xxx Xxxx
-------------------
/s/Xxxxxx Xxxxxx Xxxxxx
-----------------------
STATE OF UTAH )
: ss.
COUNT! OF SALT LAKE )
The undersigned, a Notary Public,does hereby certify that on
this 6th day of April, 1984, personally appeared before me Xxxxxxxxx X. Xxxxxx
III, who being by me first duly sworn, declared that he is the President of
CARLETON ENTERPRISES, LTD., a Nevada corporations: and Xxxxxx Xxxxxx Xxxxxx, who
being by me first duly sworn, declared that she is the Secretary of CARLETON
ENTERPRISES. LTD., a Nevada corporations that they signed the foregoing document
as President and Secretary of the corporation, and that the statements therein
contained are true.
IN WITNESS WHEREOF I have set my hand and seal this 4th day of
April, 1984.
/s/Xxxxxx Xxxxxxxxx
-------------------
Notary Public
Residing in Salt Lake County
My Commission Expires
April 4, 1987
---------------------
CADGIE XXXXXX C0.
ATTEST
/s/ Xxxxxxxxx X. Xxxxxx /s/ C. A. Xxxxxx
----------------------- ----------------
Xxxxxxxxx X. Xxxxxx, Xx. C. A. Xxxxxx
Secretary President
A Majority fo the Board of
Directors:
/s/Xxxxxxxxx X. Xxxxxx 111
--------------------------
/s/Timotha Xxx Xxxx
-------------------
/s/Xxxxxx Xxxxxx Xxxxxx
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
The undersigned, a Notary Public, does hereby certify that on
this 4th day of April, 1984, personally appeared before xxx C. A. Xxxxxx, who
being by me first duly sworn, declared that she is the President of CADDIE
XXXXXX CO., a Montana corporations and Xxxxxxxxx X. Xxxxxx. Jr., who being by me
first duly sworn, declared that he is the Secretary of CADDIE XXXXXX CO., a
Montana corporation; that they signed the foregoing document as President and
Secretary of the corporation, and that the statements therein contained are
true.
IN WITNESS WHEREOF I have set my hand and seal this 4th day of
April, 1984.
My Commission Expires: /s/Xxxxxx Xxxxxxxxx
April 4, 1987 -------------------
---------------------- Notary Public
Residing in Salt Lake County
AGREEMENT OR MERGER
MERGING
CADGIE XXXXXX CO.
(A MONTANA CORPORATION)
INTO
CARLETON ENTERPRISES. LTD.
(A NEVADA CORPORATION)
FILED AT THE REQUEST OF:
NATCO
XXXXX 00000
XXX XXXX XXXXX XXXXXX
XXXX, XXXXXX 00000
FILING DATE: MAY 24, 1984
FILING FEE: $ 50.00
FILE NUMBER: 2341-84
AGREEMENT OR MERGER
MERGING
CADGIE XXXXXX CO.
(A MONTANA CORPORATION)
INTO
CARLETON ENTERPRISES. LTD.
(A NEVADA CORPORATION)
FILED AT THE REQUEST OF:
NATCO
XXXXX 00000
XXX XXXX XXXXX XXXXXX
XXXX, XXXXXX 00000
FILING DATE: MAY 24, 1984
FILING FEE: $ 50.00
FILE NUMBER: 2341-84
