EXHIBIT 4.2
AGREEMENT OF MERGER
This Agreement of Merger is entered into as of the ____ of April,
1998, between United PanAm Financial Corp., a California corporation (the
"Surviving Corporation"), and United PanAm Financial Corp., a Delaware
corporation (the "Merging Corporation").
RECITALS
WHEREAS, the stockholders of the Merging Corporation and the
shareholder of the Surviving Corporation desire to merge the Merging Corporation
with and into the Surviving Corporation (the "Merger"); and
WHEREAS, the Boards of Directors of the Merging Corporation and the
Surviving Corporation believe the Merger to be in the best interests of the
respective corporations;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth and for the purpose of prescribing the
terms and conditions of the Merger, the parties hereto agree as follows:
ARTICLE I
THE MERGER
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At the Effective Time (as defined in Article IX hereof) of the Merger,
the Merging Corporation shall be merged with and into the Surviving Corporation
which shall thereupon be the surviving corporation, and the separate corporate
existence of the Merging Corporation shall cease.
ARTICLE II
NAME
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The name of the surviving corporation shall be "United PanAm Financial
Corp."
ARTICLE III
ARTICLES OF INCORPORATION
-------------------------
The Articles of Incorporation of the Surviving Corporation as in
effect immediately prior to the Effective Time shall, at and after the Effective
Time, continue to be the Articles of Incorporation of the surviving corporation.
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ARTICLE IV
BYLAWS
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The Bylaws of the Surviving Corporation as in effect immediately prior
to the Effective Time shall, at and after the Effective Time, continue to be the
Bylaws of the surviving corporation.
ARTICLE V
DIRECTORS
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The directors of the Merging Corporation immediately prior to the
Effective Time, shall, at and after the Effective Time, serve as the directors
of the surviving corporation until its next annual meeting of shareholders or
until such time as their successors have been elected and qualified.
ARTICLE VI
RIGHTS AND DUTIES OF SURVIVING CORPORATION
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At and after the Effective Time, all rights, privileges, powers and
franchises and all property and assets of every kind and description of the
Surviving Corporation and the Merging Corporation shall be vested in and be held
and enjoyed by the surviving corporation, without further act or deed, and all
the estates and interests of every kind of the Surviving Corporation and the
Merging Corporation, including all debts due to any of them, shall be as
effectively the property of the surviving corporation as, prior to the Effective
Time, they were the property of the Surviving Corporation and the Merging
Corporation, and the title to any real estate vested by deed or otherwise in
either the Surviving Corporation or the Merging Corporation shall not revert or
be in any way impaired by reason of the Merger; and all rights of creditors and
liens upon any property of the Surviving Corporation and the Merging Corporation
shall be preserved unimpaired and all debts, liabilities and duties of the
Surviving Corporation and the Merging Corporation shall be debts, liabilities
and duties of the surviving corporation and may be enforced against it to the
same extent as if said debts, liabilities and duties had been incurred or
contracted by it.
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ARTICLE VII
CONVERSION OF SHARES
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In and by virtue of the Merger and at the Effective Time, pursuant to
this Merger Agreement, the shares of the Surviving Corporation's common stock
(the "Surviving Corporation Stock") and the shares of the Merging Corporation's
common stock (the "Merging Corporation Stock") outstanding at the Effective Time
shall be converted as follows:
(a) Effect on Surviving Corporation Stock Each share of the Surviving
-------------------------------------
Corporation Stock issued and outstanding immediately prior to the Effective Time
shall be automatically canceled and cease to be an issued and outstanding share
of the Surviving Corporation.
(b) Effect on Merging Corporation Stock Each share of the Merging
-----------------------------------
Corporation Stock issued and outstanding immediately prior to the Effective Time
shall be automatically converted into one share of Surviving Corporation Stock.
ARTICLE VII
FURTHER ACTION
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The parties hereto shall execute and deliver, or cause to be executed
and delivered, all such deeds and other instruments, and shall take or cause to
be taken all further or other action as they may deem necessary or desirable, in
order to vest in and confirm to the Surviving Corporation title to and
possession of all of Merging Corporation's property, rights, privileges,
licenses, powers and franchises, and otherwise to carry out the intent and
purposes of this Merger Agreement.
ARTICLE IX
EFFECTIVE TIME
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The Merger shall become effective upon the filing, in accordance with
Section 1103 of the California General Corporation Law, of a copy of this Merger
Agreement and all other requisite accompanying certificates in the office of the
Secretary of State of the State of California (the "Secretary of State"). The
date and time of such filing with the Secretary of State is referred to herein
as to the "Effective Time."
ARTICLE X
SUCCESSORS AND ASSIGNS
----------------------
This Merger Agreement shall be binding upon and enforceable by the
parties hereto and their respective successors, assigns and transferees, but
this Merger Agreement may not be assigned by any party hereto without the
written consent of the other.
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ARTICLE XI
GOVERNING LAW
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This Merger Agreement has been executed in the State of California,
and the laws of the State of California shall govern the validity and
interpretation hereof and the performance by the parties hereto.
ARTICLE XII
TERMINATION
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This Merger Agreement may, by the mutual consent and action of the
respective Boards of Directors of the Surviving Corporation and the Merging
Corporation, be abandoned at any time, but not later than the filing of this
Merger Agreement with the Secretary of State of the State of California pursuant
to Section 1103 of the California General Corporation Law.
IN WITNESS WHEREOF, the Surviving Corporation and the Merging
Corporation, pursuant to the approval and authority duly given by resolution of
their respective Boards of Directors, have caused this Merger Agreement to be
signed by their respective presidents and secretaries on the day and year first
above written.
UNITED PANAM FINANCIAL CORP.,
a California corporation
By:_______________________________________
Xxxxxxxx X. Grill, President
By: _______________________________________
Xxxxxxxx X. Grill, Secretary
[Signatures continued on next page]
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UNITED PANAM FINANCIAL CORP.,
a Delaware corporation
By:_______________________________________
Xxxxxxxx X. Grill, President
By: _______________________________________
Xxxxxxxx X. Grill, Secretary
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