AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
EXHIBIT 10.1
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
This AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of July 2, 2007 between Bad Toys Holdings, Inc., a Nevada corporation with a mailing address of 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 (“Bad Toys Nevada”), and Paladin Holdings, Inc., a Florida corporation with a mailing address of 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 (“Paladin Florida”). Bad Toys Nevada and Paladin Florida are from time to time herein referred to as the “Constituent Corporations.”
RECITALS
WHEREAS, Bad Toys Nevada is a corporation duly organized and existing under the laws of the State of Nevada and, on the date hereof, has authority to issue 300,000,000 shares of common stock, $.001 par value per share (“Bad Toys Nevada Common Stock”), of which 21,642,818 shares are issued and outstanding as of the date hereof.
WHEREAS, Paladin Florida is a corporation duly organized and existing under the laws of the State of Florida and, on the date hereof, has authority to issue 300,000,000 shares of common stock, par value $.001 per share (“Paladin Florida Common Stock”), of which one share is issued and outstanding and owned by Bad Toys Nevada.
WHEREAS, the Boards of Directors of the Constituent Corporations deem it advisable and to the advantage of the Constituent Corporations and their respective shareholders that Bad Toys Nevada be merged with and into Paladin Florida for the purpose of changing the jurisdiction of incorporation of Bad Toys Nevada from the State of Nevada to the State of Florida.
WHEREAS, each of the Constituent Corporations has, subject to approval by its shareholders, adopted the Plan of Merger embodied in this Agreement.
NOW, THEREFORE, in consideration of the terms hereof, the Constituent Corporations do hereby agree to merge on the terms and conditions herein provided, as follows:
ARTICLE I
The Merger
1.01 The Merger. Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Bad Toys Nevada shall be merged with and into Southland Florida in accordance with the applicable laws of the States of Nevada and Florida (the “Merger”). The separate existence of Bad Toys Nevada shall cease, and Paladin Florida shall be the surviving corporation (the “Surviving Corporation”) and shall be governed by the laws of the State of Florida.
1.02 Effective Date. The Merger shall become effective on the date and at the time of filing of the Articles of Merger, in substantially the form annexed hereto as Exhibit “A”, with the Secretary of State of the State of Nevada, and Articles of Merger in substantially the same form with the Secretary of State of the State of Florida, whichever later occurs (the “Effective Date”), all after satisfaction of the requirements of the applicable laws of such States prerequisite to such filings, including, without limitation, the approval of the shareholders of the Constituent Corporations.
1.03 Articles of Incorporation. On the Effective Date, the Articles of Incorporation of Paladin Florida, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation.
1.04 Bylaws. On the Effective Date, the Bylaws of Paladin Florida, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.
1.05 Directors and Officers. The directors and officers of Paladin Florida immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.
1.06 Tax Consequences. It is intended by the Constituent Corporations that the Merger shall constitute a reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code.
ARTICLE II
Conversion of Shares
2.01 Bad Toys Nevada Common Stock. Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of Bad Toys Nevada Common Stock outstanding immediately prior thereto shall be changed and converted into one fully paid and nonassessable share of the common stock of the Surviving Corporation, par value of $.001 per share (“Survivor Stock”).
2.02 Paladin Florida Common Stock. Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of Paladin Florida Common Stock outstanding immediately prior thereto shall be cancelled and returned to the status of authorized but unissued shares.
2.03 Exchange of Certificates. Each person who becomes entitled to receive Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation, as promptly as practicable after the Effective Date, a certificate or certificates representing the number of shares of Survivor Stock to which such person is entitled as provided herein.
ARTICLE III
Effect of the Merger
3.01 Rights, Privileges, Etc. On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Bad Toys Nevada and Paladin Florida; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Southland Delaware and Paladin Florida on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed; title to any real estate, or any interest therein vested in Bad Toys Nevada or Paladin Florida, shall not revert or in any way be impaired by reason of this Merger; and all of the rights of creditors of Bad Toys Nevada and Paladin Florida shall be preserved unimpaired, and all liens upon the property of Bad Toys Nevada or Paladin Florida shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.
3.02 Further Assurances. From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Bad Toys Nevada such deeds and other instruments, and there shall be taken or caused to be taken by it such further and other action, as shall be appropriate or necessary in order to vest or perfect in or to conform of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Bad Toys Nevada and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Bad Toys Nevada or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.
ARTICLE IV
Miscellaneous
4.01 Abandonment. At any time before the Effective Date, this Agreement may be terminated and the Merger may be abandoned for any reason whatsoever by the Board of Directors of either Bad Toys Nevada or Paladin Florida or both, notwithstanding the approval of this Agreement by the shareholders of Bad Toys Nevada and Paladin Florida.
4.02 Amendment. At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the Board of Directors of either Bad Toys Nevada or Paladin Florida or both; provided, however, that an amendment made subsequent to the adoption of this Agreement by the shareholders of either Constituent Corporation shall not alter or change any of the terms and conditions of this Agreement if such alteration or change would adversely affect the rights of the shareholders of such Constituent Corporation.
4.03 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida and, so far as applicable, the merger provisions of the Nevada General Corporation Law.
4.04 Counterparts. In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written.
| a Nevada corporation | ||
| By: |
/s/ Xxxxx X. Xxxxx | |
| Xxxxx X. Xxxxx, President | ||
| PALADIN HOLDINGS, INC., | ||
| a Florida corporation | ||
| By: |
/s/ Xxxxx X. Xxxxx | |
| Xxxxx X. Xxxxx, President | ||
