EXHIBIT 2.2
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER
MERGING
AUTOVENU, INC.
INTO
CROSSNET COMMUNICATIONS, INC.
AGREEMENT AND PLAN OF MERGER entered into this 11th day of April, 2002, by and
between Crossnet Communications, Inc., a Colorado corporation, and Autovenu,
Inc., a Delaware corporation, pursuant to section 0-000-000 of the Colorado
Revised Statutes and section 253 of the Delaware General Corporation Law.
FIRST: Crossnet Communications, Inc., a corporation organized and existing
existing under the laws of the State of Colorado (hereinafter
sometimes referred to as the "Parent Corporation"), and Autovenu,
Inc., a corporation organized and existing under the laws of the State
of Delaware (hereinafter sometimes referred to as the "Subsidiary
Company"), agree that the Subsidiary Company shall be merged, pursuant
to section 0-000-000 of the Colorado Revised Statutes, into the Parent
Corporation. The terms and conditions of the merger and the mode of
carrying the same into effect are as herein set forth in this
Agreement and Plan of Merger.
SECOND: The Parent Corporation shall survive the merger and shall continue
under the name of Crossnet Communications, Inc., a corporation
organized and existing under the laws of the State of Colorado
(hereinafter sometimes referred to as the "Surviving Corporation").
THIRD: No amendment is made to the Articles of Incorporation of the Surviving
Corporation as part of the merger.
FOURTH: The Parent Corporation owns all of the outstanding capital stock of
the Subsidiary Corporation.
FIFTH: All of the capital stock in the Subsidiary Corporation owned by the
Parent Corporation on the date of the merger shall be cancelled
without consideration on the effective date of the merger.
SIXTH: The principal office of the Subsidiary Corporation is located at 00000
Xxxxx Xxxxxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000.
SEVENTH: The location of the principal office of the Parent Corporation and the
Surviving Corporation is 00000 Xxxxx Xxxxxxxxxx Xxxx., Xxxxx 000,
Xxxxxxxxxx, Xxxxxxx 00000, and the name and address of a resident
agent of said Surviving Corporation in Colorado, service of process
upon whom shall bind such Corporation in any action, suit or
proceeding pending at the time of filing of the Articles of Merger or
thereafter
Plan of Merger Merging Autovenu, Inc.
into Crossnet Communications, Inc. dated April 11, 2002
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instituted or filed against it, is Xxx Xxxxxxxxx, 000 Xxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxx, Xxxxxxxx 00000.
EIGHTH: The Surviving Corporation may be served with process in the State of
Delaware in any proceeding for enforcement of any obligation of the
Subsidiary Corporation, as well as for enforcement of any obligations
of the Surviving Corporation arising from the merger, including any
suit or other proceeding to enforce the right of any stockholder, and
it does hereby irrevocably appoint the Secretary of the State of
Delaware as its agent to accept service of process in any such suit or
other proceeding. The address to which a copy of such process shall be
mailed by the Secretary of State is Xxx Xxxxxxxxx, 000 Xxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxx, Xxxxxxxx 00000.
NINTH: Pursuant to section 0-000-000 of the Colorado Revised Statutes, the
Agreement and Plan of Merger was duly approved by unanimous consent of
the board of directors of the Parent Corporation on April 11, 2002,
and thus the merger was authorized and approved by the Parent
Corporation in the manner and by the vote required by the laws of the
State of Colorado. Pursuant to section 7-111-103(7), approval of the
shareholders of the Parent Corporation was not required. Pursuant to
section 253 of the Delaware General Corporation Law, the Agreement and
Plan of Merger was duly approved by unanimous consent of the board of
directors of the Subsidiary Corporation on April 11, 2002, and
approval of the shareholders of the Subsidiary Corporation was not
required.
TENTH: The effective date of this merger shall be the date of filing the
Articles of Merger with the Secretary of the State of Colorado, and
upon the filing of a Certificate of Ownership and Merger with the
Secretary of the State of Delaware.
IN WITNESS WHEREOF, Crossnet Communications, Inc. and Autovenu, Inc., the
companies parties to the merger, have caused this Agreement and Plan of Merger
to be signed in their respective company names and on their behalf by the
respective management as of the 11th day of April, 2002.
CROSSNET COMMUNICATIONS, INC. AUTOVENU, INC.
By: /s/ Xxxx Xxxxxxxxxxx By: /s/ Xxxx Xxxxxxxxxxx
-------------------------------- ---------------------------------
Xxxx Xxxxxxxxxxx, President Xxxx Xxxxxxxxxxx, President
Plan of Merger Merging Autovenu, Inc.
into Crossnet Communications, Inc. dated April 11, 2002
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