Exhibit 1
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER ("Plan"), dated this 2nd day of December,
2002, pursuant to Section 252 of the General Corporation Law of the State of
Delaware, between I.A. Europe Group, Inc., a Delaware corporation having a
principal place of business at 000 Xxxxx xx Xxxx Xxxxxxxxx, Xxxxx Xxxxxx, XX
00000 ("IAEG") and General Xxxxxxxxx.xxx, Inc., a Nevada corporation having a
principal place of business at 000 Xxxxx xx Xxxx Xxxxxxxxx, Xxxxx Xxxxxx, XX
00000 ("General").
WHEREAS, both of the constituent corporations desire to merge into a
single corporation pursuant to this terms contained herein; and
WHEREAS, IAEG is a wholly-owned subsidiary of General.
NOW, THEREFORE, the corporations, parties to this Plan, in
consideration of the mutual covenants, agreements and provisions hereinafter
contained, do hereby prescribe the terms and conditions of said merger and mode
of carrying the same into effect as follows:
FIRST: IAEG hereby merges with General and said General shall be and
hereby is merged with and into IAEG, and IAEG shall be the surviving
corporation.
SECOND: The Certificate of Incorporation of IAEG in effect on the date
of the merger, shall continue in full force and effect as the Certificate of
Incorporation of the corporation surviving the merger.
THIRD: The manner of converting the outstanding shares of the capital
stock of each of the constituent corporations into shares or other securities of
the surviving corporation shall be as follows:
(a) Each share of General common stock which shall be outstanding on
the effective date of this Agreement, all rights in respect thereto shall
forthwith be changed and converted into one share of common stock of IAEG. Each
share of General preferred stock which shall be outstanding on the effective
date of this Agreement, all rights in respect thereto shall forthwith be changed
and converted into one share of preferred stock of IAEG with no change in the
rights and privileges of such preferred shares.
(b) After the effective date of this Plan, each holder of an
outstanding certificate representing shares of General preferred and/or common
stock shall surrender the same to IAEG and each such holder shall be entitled
upon such surrender to receive the number of shares of IAEG preferred and/or
common stock as the case may be, on the basis provided herein. Notwithstanding
the foregoing, any shares of Common Stock of IAEG issued and outstanding in the
name of General shall be cancelled.
1
Until so surrendered, the outstanding shares of stock of General to be
converted into the stock of IAEG as provided herein, may be treated by IAEG for
all corporate purposes as evidencing the ownership of shares of IAEG as though
said surrender and exchange had taken place. After the effective date of this
Plan, each registered owner of any uncertificated shares of General preferred or
common stock shall have said shares canceled and said registered owner shall be
entitled to the number of IAEG preferred or common shares as the case may be, on
the basis provided herein.
FOURTH: The terms and conditions of the merger are as follows:
(a) The by-laws of the surviving corporation as they shall exist on the
effective date of this Agreement shall be and remain the by-laws of the
surviving corporation until the same shall be altered, amended and repealed as
therein provided.
(b) The directors and officers of the surviving corporation shall
continue in office until the next annual meeting of stockholders and until their
successors shall have been elected and qualified.
(c) This merger shall become effective upon filing of the Certificate
of Merger with the Secretary of State of Delaware and the filing of the Articles
of Merger with the Secretary of State of Nevada.
(d) Upon the merger becoming effective, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of the merged corporation shall be
transferred to, vested in and devolve upon the surviving corporation without
further act or deed and all property, rights, and every other interest of the
surviving corporation and the merged corporation shall be as effectively the
property of the surviving corporation as they were of the surviving corporation
and the merged corporation respectively. The merged corporation hereby agrees
from time to time, as and when requested by the surviving corporation or by its
successors or assigns, to execute and deliver or cause to be executed and
delivered all such deeds and instruments and to take or cause to be taken such
further or other action as the surviving corporation may deem to be necessary or
desirable in order to vest in and confirm to the surviving corporation title to
and possession of any property of the merged corporation acquired or to be
acquired by reason of or as a result of the merger herein provided for and
otherwise to carry out the intent and purposes hereof and the proper officers
and directors of the merged corporation and the proper officers and directors of
the surviving corporation are fully authorized in the name of the merged
corporation or otherwise to take any and all such action.
FIFTH: Anything herein or elsewhere to the contrary notwithstanding,
this Plan may be terminated and abandoned by the board of directors of either
corporation at any time prior to the time that this Plan filed with the
Secretary of State of Nevada becomes effective.
2
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the
approval and authority duly given by resolutions adopted by their respective
boards of directors have caused these presents to be executed by the officers
indicated below as the respective act, deed and agreement of said corporations
on this 2nd day of December, 2002.
General Xxxxxxxxx.xxx, Inc.
By: /s/ Xxxxxx Xxxxx
---------------------------------
Xxxxxx Xxxxx, President
I.A. Europe Group, Inc.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Xxxxxx Xxxxx, President
I, Xxxxxx Xxxxx, Secretary of I.A. Europe Group, Inc., a corporation
organized and existing under the laws of the State of Delaware, hereby certify
as such Secretary that the Agreement and Plan of Merger to which this
Certificate is attached, after having been first duly signed on behalf of the
said corporation and having been signed by General Xxxxxxxxx.xxx, Inc., a
corporation of the State of Nevada, was duly adopted pursuant to Section 228 of
the General Corporation Law of the State of Delaware by the unanimous written
consent of the stockholders holding 100% shares of the capital stock of the
corporation, same being all of the shares issued and outstanding having voting
power, which Agreement and Plan of Merger was thereby adopted as the act of the
stockholders of said I.A. Europe Group, Inc. and the duly adopted agreement and
act of the said corporation.
WITNESS, my hand on this 2nd day of December, 2002.
/s/ Xxxxxx Xxxxx
------------------------------
Xxxxxx Xxxxx, Secretary
3
