Exhibit 2(c)
Agreement and Plan of Merger
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is made and entered into this 14th
day of September, 1998, by and between the following named corporations
(hereinafter collectively referred to as the "Constituent Corporations"):
I - SURVIVING CORPORATION
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ALOTTAFUN!, INC., a Delaware corporation (the "Surviving
Corporation")
Date of incorporation: August 6, 1998
II - NON-SURVIVING CORPORATION
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ALOTTAFUN, INC., a Wisconsin corporation (the "Non-Surviving
Corporation")
Date of incorporation: August 2, 1993
W I T N E S S E T H:
WHEREAS, the Non-Surviving Corporation is a corporation duly organized
and existing under the laws of the State of Wisconsin and the Surviving
Corporation is a corporation duly organized and existing under the laws of the
State of Delaware; and
WHEREAS, the respective boards of directors and shareholders of the
Constituent Corporations deem it advisable and in the best interests of the
Constituent Corporations to merge the Non-Surviving Corporation into the
Surviving Corporation pursuant to Section 252 of the General Corporation Law of
the State of Delaware and said boards of directors and shareholders deem it
advisable that the Surviving Corporation shall not be a new corporation, and its
corporate existence as a continuing corporation under the laws of the State of
Delaware shall not be affected in any manner by reason of the merger except as
set forth herein (hereinafter called the "Merger"); and
WHEREAS, this Agreement and Plan of Merger was adopted, approved,
certified, executed and acknowledged by the Constituent Corporations in
accordance with the laws under which each is formed and, in the case of the
Surviving Corporation, in the same manner as is provided in Section 251 of the
General Corporation Law of the State of Delaware;
NOW THEREFORE, in consideration of the premises and the covenants,
agreements, provisions, promises and grants herein contained, the parties hereto
agree, in accordance with the provisions of Section 252 of the General
Corporation Law of the State of Delaware, as amended, that the Constituent
Corporations shall be, and they are hereby, merged into a single corporation,
the Surviving Corporation, one of the parties hereto, and that the terms and
conditions of the Merger, the mode of carrying the same into effect, and the
manner and basis of converting or otherwise dealing with the shares of stock of
the Constituent Corporations shall be as hereinafter set forth.
ARTICLE I
CORPORATE EXISTENCE OF SURVIVING CORPORATION
A. Upon the Merger becoming effective, the separate existence of the
Non-Surviving Corporation shall cease, and the Surviving Corporation shall
continue in existence and be governed by the laws of the State of Delaware; all
property, real, personal, tangible and intangible and mixed, of every kind, make
and description, and all rights, privileges, powers and franchises, whether or
not by their terms assignable, and all immunities of a public and of a private
nature, and all debts due the Non-Surviving Corporation, on whatever account and
other choses in action belonging to it, shall be taken and be deemed to be
transferred to and vested in the Surviving Corporation, and shall be thereafter
as effectively the property of the Surviving Corporation as they were of the
Non-Surviving Corporation; and the title to any property, real, personal or
mixed, wherever situated, and the ownership of any right or privilege vested in
the Non-Surviving Corporation shall not revert or be lost or be adversely
affected or be in any way impaired by reason of the Merger, but shall vest in
the Surviving Corporation; all rights of creditors and all liens upon the
property of any of the Constituent Corporations shall be preserved unimpaired,
limited to the property affected by such liens at the time of the Merger
becoming effective; and all debts, contracts, liabilities, obligations and
duties of the Non-Surviving Corporation shall thenceforth attach to the
Surviving Corporation and may be enforced against it to the same extent as if
they had been incurred or contracted by it.
B. The identity, existence, purposes, powers, franchises, rights and
immunities, whether public or private, of the Surviving Corporation shall
continue unaffected and unimpaired by the Merger, except as modified in this
Agreement.
ARTICLE II
ARTICLES OF INCORPORATION OF THE SURVIVING CORPORATION
The Articles of Incorporation of Alottafun!, Inc., the Delaware
corporation, in effect immediately prior to the Effective Time (as defined in
Article VII) shall, upon the Merger becoming effective, be and remain the
Articles of Incorporation of the Surviving Corporation until the same shall be
altered, amended or repealed.
ARTICLE III
BYLAWS OF SURVIVING CORPORATION
The Bylaws of Alottafun!, Inc., the Delaware corporation, in effect
immediately prior to the Effective Time shall, upon the Merger becoming
effective, be and remain the Bylaws of the Surviving Corporation until the same
shall be altered, amended or repealed.
ARTICLE IV
BOARD OF DIRECTORS AND OFFICERS
OF SURVIVING CORPORATION
The board of directors and officers of the Surviving Corporation shall
be the following, and they shall hold the following offices until their
respective successors are elected and qualified:
SOLE DIRECTOR:
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Xxxxxxx Xxxxxx
OFFICERS:
Name Office
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Xxxxxxx Xxxxxx President, Secretary & Treasurer
ARTICLE V
MANNER OF CONVERTING SHARES
Each issued share of the Non-Surviving Corporation immediately prior to
the Effective Time shall, at the Effective Time, be converted into one (1) share
of the Surviving Corporation. The issued shares of the Surviving Corporation
shall not be converted or exchanged in any manner, but each said share which is
issued as of the Effective Time shall continue to represent one (1) issued share
of the Surviving Corporation. The Certificate of Designation, Preferences and
Rights of Preferred Stock, Series A, of the Surviving Corporation in effect
immediately prior to the Effective Time shall, upon the Merger becoming
effective, be and remain the Certificate of Designation, Preferences and Rights
of Preferred Stock, Series A, of the Surviving Corporation
ARTICLE VI
APPROVAL OF MERGER BY BOARD OF DIRECTORS AND SHAREHOLDERS
This Agreement and Plan of Merger has been adopted, approved,
certified, executed and acknowledged by the boards of directors and the
shareholders of the Surviving Corporation and the Non-Surviving Corporation in
accordance with the laws under which each is formed and, in the case of the
Surviving Corporation, in the same manner as is provided in Section 251 of the
General Corporation Law of the State of Delaware.
ARTICLE VII
EFFECTIVE TIME OF MERGER
This Merger shall become effective upon the filing of the Certificate
of Merger with the Secretary of State of the State of Delaware ("Effective
Time").
IN WITNESS WHEREOF, the Constituent Corporations have signed this
Agreement as of the day and year first above written.
SURVIVING CORPORATION:
ALOTTAFUN!, INC.,
a Delaware corporation
By:
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Xxxxxxx Xxxxxx
President
NON-SURVIVING CORPORATION:
ALOTTAFUN, Inc.,
a Wisconsin corporation
By:
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Xxxxxxx Xxxxxx
President
dr/163846
