Exhibit 2.5
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Merger approved on this ___ day of
___________, _____ by the shareholders of The Flagship Companies, Inc., a
business corporation organized and existing under the laws of the State of South
Dakota, and by resolution adopted by its Board of Directors on said date, and
approved on ____________, ____ by the shareholders of The Flagship Companies,
Inc., a business corporation organized and existing under the laws of the State
of Minnesota, and by resolution adopted by its Board of Directors on said date.
1. The Flagship Companies, Inc., a South Dakota corporation and The
Flagship Companies, Inc., a Minnesota corporation shall pursuant to the
provisions of the South Dakota Business Corporation Act and the provisions of
the Minnesota Business Corporation Act, be merged with and into a single
corporation, to wit, The Flagship Companies, Inc., a South Dakota corporation,
which shall be the surviving corporation upon the effective date of the merger,
and which is hereinafter referred to as the "Surviving corporation", and which
shall continue to exist as said Surviving corporation under the name The
Flagship Companies, Inc. pursuant to the provisions of the South Dakota Business
Corporation law. The separate existence of The Flagship Companies, Inc., a
Minnesota corporation, which is hereafter referred to as the "Terminating
Corporation" shall cease upon the effective date of the merger in accordance
with the provisions of the Minnesota Business Corporation Act.
2. The Certificate of Incorporation of the Surviving corporation as now
in force and effect shall be the Certificate of Incorporation of said Surviving
corporation except that Article IV thereof, relating to the number of authorized
shares, is hereby amended and changed so as to read as follows upon the
effective date of the merger:
ARTICLE IV
AUTHORIZED SHARES
The aggregate number of shares which the corporation shall have the
authority to issue is Ten Million (10,000,000) shares of common stock and the
par value of each of said shares shall be One dollar ($1.00), all of which shall
be one class of common stock.
and said Certificate of Incorporation as herein amended and changed shall
continue in full force and effect until further amended and changed in the
manner prescribed by law.
3. The By-laws of the Surviving corporation as in force and effect upon
the effective date of the merger shall be the By-laws of the Surviving
corporation and continue in full force and effect until changed, altered, or
amended as therein provided and in the manner prescribed by law.
4. The directors and officers in office of the Surviving corporation
upon the effective date of the merger shall continue to be the members of the
Board of Directors and officers of the Surviving corporation, all of whom shall
hold their respective 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 Terminating corporation, upon the effective
date of the merger, be converted into the right to receive and become
exchangeable for one share of common stock of the Surviving corporation.
6. The Surviving Corporation and the Terminating Corporation will cause
to be executed and filed any document or documents prescribed by the laws of the
State of South Dakota and the State of Minnesota and they will cause to be
performed all necessary acts therein to effectuate the merger. The Board of
Directors and the proper officers of the Surviving Corporation and Terminating
Corporation are hereby authorized, empowered and directed to do any and all
acts, and to make, execute, deliver and file any and all instruments, papers and
documents which shall be necessary to carry out or put into effect the
provisions of this Agreement and Plan of Merger and the merger provided for
herein.
PLAN OF MERGER
1. The Flagship Companies, Inc., a South Dakota corporation and The
Flagship Companies, Inc., a Minnesota corporation shall pursuant to the
provisions of the South Dakota Business Corporation Act and the provisions of
the Minnesota Business Corporation Act, be merged with and into a single
corporation, to wit, The Flagship Companies, Inc., a South Dakota corporation,
which shall be the surviving corporation upon the effective date of the merger,
and which is hereinafter referred to as the "Surviving corporation", and which
shall continue to exist as said Surviving corporation under the name The
Flagship Companies, Inc. pursuant to the provisions of the South Dakota Business
Corporation law. The separate existence of The Flagship Companies, Inc., a
Minnesota corporation, which is hereafter referred to as the "Terminating
Corporation" shall cease upon the effective date of the merger in accordance
with the provisions of the Minnesota Business Corporation Act.
2. The Certificate of Incorporation of the Surviving corporation as now
in force and effect shall be the Certificate of Incorporation of said Surviving
corporation except that Article IV thereof, relating to the number of authorized
shares, is hereby amended and changed so as to read as follows upon the
effective date of the merger:
ARTICLE IV
AUTHORIZED SHARES
The aggregate number of shares which the corporation shall have the
authority to issue is Ten Million (10,000,000) shares of common stock and the
par value of each of said shares shall be One dollar ($1.00), all of which shall
be one class of common stock.
and said Certificate of Incorporation as herein amended and changed shall
continue in full force and effect until further amended and changed in the
manner prescribed by law.
3. The By-laws of the Surviving corporation as in force and effect upon
the effective date of the merger shall be the By-laws of the Surviving
corporation and continue in full force and effect until changed, altered, or
amended as therein provided and in the manner prescribed by law.
4. The directors and officers in office of the Surviving corporation
upon the effective date of the merger shall continue to be the members of the
Board of Directors and officers of the Surviving corporation, all of whom shall
hold their respective 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 Terminating corporation, upon the effective
date of the merger, be converted into the right to receive and become
exchangeable for one share of common stock of the Surviving corporation.