EXHIBIT 2.7
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER, dated December 17, 2003 ("Agreement"),
is entered into between Olympic Resources Ltd., a Wyoming corporation
("Olympic"), and Whittier Energy Corporation, a Nevada corporation ("Whittier").
RECITALS
A. The respective Boards of Directors of Olympic and Whittier believe that
the best interests of Olympic and Whittier and their respective shareholders
will be served by the merger of Whittier with Olympic under and pursuant to the
provisions of this Agreement and the Wyoming General Corporation Law and the
Nevada Business Corporation Act.
B. Olympic has an aggregate authorized capital of 101,000,000 shares of
capital stock consisting of 100,000,000 shares of common stock, no par value per
share ("Olympic Common Stock") and 1,000,000 shares of preferred stock, no par
value ("Olympic Preferred Stock"). On December 17, 2003, there were 94,462,539
shares of Olympic Common Stock issued and outstanding. On the date hereof, there
are no shares of Olympic Preferred Stock outstanding.
X. Xxxxxxxx has an aggregate authorized capital stock of 101,000,000 shares
capital stock consisting of 100,000,000 shares of common stock, $.001 par value
per share ("Whittier Common Stock") and 1,000,000 shares of preferred stock,
$.001 par value per share ("Whittier Preferred Stock"). On the date hereof,
there are 1,000 shares of Whittier Common Stock issued to Olympic and presently
outstanding, and no shares of Whittier Preferred Stock issued and outstanding.
AGREEMENT
In consideration of the Recitals and of the mutual agreements contained in
this Agreement, the parties hereto agree as set forth below.
1. Merger. Olympic shall be merged with and into Whittier (the "Merger").
2. Effective Date. The Merger shall become effective immediately upon the
later of the filing of this Agreement or a Certificate of Merger with the
Secretary of State of Wyoming in accordance with Wyoming General Corporation Law
and the filing of Articles of Merger with the Secretary of State of Nevada in
accordance with the Nevada Business Corporation Act. The time of such
effectiveness is hereinafter called the "Effective Date."
3. Surviving Corporation. Whittier shall be the surviving corporation and
shall continue to be governed by the laws of the State of Nevada. The separate
corporate existence of Olympic shall cease on the Effective Date.
4. Articles of Incorporation. The Articles of Incorporation of Whittier as
it exists on the Effective Date shall be the Articles of Incorporation of
Olympic following the Effective Date, unless and until the same shall thereafter
be amended or repealed in accordance with the laws of the State of Nevada.
5. Bylaws. The Bylaws of Whittier as they exist on the Effective Date shall
be the Bylaws of Olympic following the Effective Date, unless and until the same
shall be amended or repealed in accordance with the provisions thereof and the
laws of the State of Nevada.
6. Board of Directors and Officers. The members of the Board of Directors
and the officers of Olympic immediately prior to the Effective Date shall be the
members of the Board of Directors and the officers of Whittier following the
Effective Date, and such persons shall serve in such offices for the terms
provided by law or in the Bylaws, or until their respective successors are
elected and qualified.
7. Conversion of Outstanding Olympic Stock. Upon the Effective Date, each
issued and outstanding share of Olympic Common Stock and all rights in respect
thereto shall be converted into one fully paid and nonassessable share of
Whittier Common Stock, and each certificate representing shares of Olympic
Common Stock shall for all purposes be deemed to evidence the ownership of the
same number of shares of Whittier Common Stock as set forth in such certificate.
After the Effective Date, each holder of an outstanding certificate representing
shares of Olympic Common Stock shall surrender the same to Whittier's registrar
and transfer agent for cancellation, and each such holder shall be entitled to
receive in exchange therefor a certificate(s) evidencing the ownership of the
same number of shares of Whittier Common Stock as are represented by the Olympic
certificate(s) surrendered to Whittier's registrar and transfer agent.
8. Stock Options, Warrants and Convertible Debt. Upon the Effective Date,
each stock option, stock warrant, convertible debt instrument and other right to
subscribe for or purchase shares of Olympic Common Stock shall be converted into
a stock option, stock warrant, convertible debt instrument or other right to
subscribe for or purchase the same number of shares of Whittier Common Stock,
and each certificate, agreement, note or other document representing such stock
option, stock warrant, convertible debt instrument or other right to subscribe
for or purchase shares of Olympic Common Stock shall for all purposes be deemed
to evidence the ownership of a stock option, stock warrant, convertible debt
instrument or other right to subscribe for or purchase shares of Whittier Common
Stock.
9. Rights and Liabilities. On and after the Effective Date, and all in the
manner of and as more fully set forth in Section 607.1106 of the Nevada Business
Corporation Act and Section 259 of the Wyoming General Corporation Law, the
title to all real estate and other property, or any interest therein, owned by
each of Whittier and Olympic shall be vested in Whittier without reversion or
impairment; Whittier shall succeed to and possess, without further act or deed,
all estates, rights, privileges, powers, and franchises, both public and
private, and all of the property, real, personal and mixed, of each of Whittier
and Olympic without reversion or impairment; Whittier shall be responsible and
liable for all the liabilities and obligations of each of Whittier and Olympic;
any claim existing or action or proceeding pending by or against Whittier or
Olympic may be continued as if the Merger did not occur or Whittier may be
substituted for Olympic in the proceeding; neither the rights of creditors nor
any liens upon the property of Whittier or Olympic shall be impaired by the
Merger; and Whittier shall indemnify and hold harmless the officers and
directors of each of the parties hereto against all such debts, liabilities and
duties and against all claims and demands arising out of the Merger.
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10. Termination. This Agreement may be terminated and abandoned by action
of the respective Boards of Directors of Whittier and Olympic at any time prior
to the Effective Date, whether before or after approval by the shareholders of
either or both of the parties hereto.
11. Amendment. The Boards of Directors of the parties hereto may amend this
Agreement at any time prior to the Effective Date; provided that an amendment
made subsequent to the approval of this Agreement by the shareholders of either
of the parties hereto shall not: (a) change the amount or kind of shares,
securities, cash, property or rights to be received in exchange for or on
conversion of all or any of the shares of the parties hereto, (b) change any
term of the Articles of Incorporation of Whittier, or (c) change any other terms
or conditions of this Agreement if such change would adversely affect the
holders of any capital stock of either party hereto.
12. Registered Office. The registered office of Whittier in the State of
Nevada is located at 000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx 00000. The
name of its Resident Agent is Capitol Corporate Services, Inc. at such address.
13. Inspection of Agreement. Executed copies of this Agreement will be on
file at the registered office of Whittier, as well as Whittier's principal place
of business at 0000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000. A copy of
this Agreement shall be furnished by Whittier, on request and without cost, to
any shareholder of either Whittier or Olympic.
14. Governing Law. This Agreement shall in all respects be construed,
interpreted and enforced in accordance with and governed by the laws of the
State of Nevada.
15. Service of Process. On and after the Effective Date, Whittier agrees
that it may be served with process in Wyoming in any proceeding for enforcement
of any obligation of Whittier or Olympic arising from the Merger.
16. Designation of Wyoming Secretary of State as Agent for Service of
Process. On and after the Effective Date, Whittier irrevocably appoints the
Secretary of State of Wyoming as its agent to accept service of process in any
suit or other proceeding to enforce the rights of any shareholders of Whittier
or Olympic arising from the Merger. The Wyoming Secretary of State is requested
to mail a copy of any such process to Whittier at 0000 Xx Xxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxxxx 00000, Attention: Xxxxx X. Xxxxxx, President.
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IN WITNESS WHEREOF, each of the parties hereto, pursuant to authority duly
granted by their respective Board of Directors, has caused this Plan and
Agreement of Merger to be executed, respectively, by its Chief Executive Officer
and attested by its Secretary.
Whittier Energy Corporation
a Nevada corporation
ATTEST:
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxxx Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Secretary Title: Chief Executive Officer
Olympic Resources Ltd.
a Wyoming corporation
ATTEST:
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxx
--------------------------------- -------------------------------------
Name: Xxxxxx Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Secretary Title: Chief Executive Officer
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