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EXHIBIT 2.1
Plan of Merger ("PLAN")
between
Third Quarter, Inc., an Indiana
corporation (the "MERGED CORPORATION"),
and
Fundex Games, Ltd., a Nevada
corporation (the "SURVIVING CORPORATION")
(both of said corporations are sometimes referred to
jointly as the "CONSTITUENT CORPORATIONS")
ARTICLE I
1.1 The respective Boards of Directors of the Constituent Corporations
deem it advisable for (a) Third Quarter, Inc. to merge with and into Fundex
Games, Ltd. and (b) Fundex Games, Ltd. to be the Surviving Corporation.
1.2 The principal business address of Third Quarter, Inc. is 0000 X. 00xx
Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000. Third Quarter, Inc. is a corporation
duly organized and governed under the laws of the State of Indiana.
1.3 The principal business address of Fundex Games, Ltd. Is 000 X. Xxxx
Xxxxxx, Xxxxxx Xxxx, Xxxxxx 00000. Fundex Games, Ltd. is a corporation duly
organized and governed under the laws of the State of Nevada.
1.4 Third Quarter, Inc. is authorized to issue One Hundred Thousand
(100,000) shares of Common Stock, no par value per share, of which One Thousand
(1,000) are issued and outstanding.
1.5 Fundex Games, Ltd., is authorized to issue Nine Million (9,000,000)
shares, consisting of Eight Million (8,000,000) shares of Common Stock, $0.001
par value per share, and One Million (1,000,000) shares of Preferred Stock,
$1.00 par value per share, of which One (1) share of Common Stock is issued and
outstanding. No shares of Preferred Stock are issued and outstanding.
ARTICLE II
At the Effective Time of the Merger (as defined in Article VII below):
2.1 In accordance with the applicable provisions of the Indiana Business
Corporation Law, as amended ("BCL"), the Nevada General Corporation Law, as
amended ("GCL"), and the Nevada Revised Statutes, as amended ("NRS"), Third
Quarter, Inc. shall be merged with and into Fundex Games, Ltd., which shall be
the Surviving Corporation (such merger shall sometimes be called the "MERGER").
2.2 The separate existence of the Merged Corporation shall cease, and the
Surviving Corporation shall have all the rights, privileges, immunities and
powers and be subject to all the duties and liabilities of a corporation
organized under the NRS.
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2.3 The Surviving Corporation shall thereupon and thereafter possess all
the rights, privileges, immunities, and franchises as of a public or private
nature, of each of the Constituent Corporations; and all property, real,
personal, and mixed, and all debts due on whatever account, including
subscriptions to shares, and all other causes in action, and all and every
other interest, of or belonging to or due to each of the Constituent
Corporations, shall be taken and deemed to be transferred to and vested in or
shall continue to be vested in the Surviving Corporation without further act or
deed; and the title to any real estate, or any interest therein, vested in any
of the Constituent Corporations shall not revert or be in any way impaired by
reason of the Merger.
2.4 The Surviving Corporation shall thenceforth be responsible and liable
for all the liabilities and obligations of each of the Constituent
Corporations; and any claim existing or action or proceeding pending by or
against any of the Constituent Corporations may be prosecuted to judgment as if
the Merger had not taken place, or the Surviving Corporation may be substituted
in its place, and neither the rights of creditors nor any liens upon the
property of any of the Constituent Corporations shall be impaired by the
Merger.
ARTICLE III
3.1 The Articles of Incorporation of the Surviving Corporation as existing
and constituted immediately prior to the Effective Time of the Merger shall
continue to be and constitute the Articles of Incorporation of the Surviving
Corporation.
3.2 The By-Laws of the Surviving Corporation as existing and constituted
immediately prior to the Effective Time of the Merger shall continue to be and
constitute the By-Laws of the Surviving Corporation.
3.3 The Board of Directors of the Surviving Corporation immediately prior
to the Effective Time of the Merger shall continue to be and constitute the
Board of Directors of the Surviving Corporation.
3.4 The Officers of the Surviving Corporation immediately prior to the
Effective Time of the Merger shall continue to be and constitute the Officers
of the Surviving Corporation.
ARTICLE IV
The mode of carrying the Merger into effect is as follows:
Each issued and outstanding share of Common Stock, no par
value per share, of the Merging Corporation shall be converted
into One Thousand (1,000) shares of Common Stock, $0.001 par value
per share, of the Surviving Corporation; the singular issued and
outstanding share of Common Stock, $0.001 par value per share, of
the Surviving Corporation owned by the Merging Corporation shall
be canceled.
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ARTICLE V
The Surviving Corporation shall pay all expenses of carrying this Plan
into effect and of accomplishing the Merger.
ARTICLE VI
If at any time the Surviving Corporation shall consider or be advised that
any further assignment or assurance in law is necessary or desirable to vest in
the Surviving Corporation the title to any property or rights of the Merging
Corporation, the proper officers and directors of the Merging Corporation shall
execute and make all such proper assignments and assurances in law and do all
things necessary or proper to thus vest such property or rights in the
Surviving Corporation, and otherwise to carry out the purposes of this Plan.
ARTICLE VII
The Merger shall be effected by the filing of (i) Articles of Merger/Share
Exchange with the Indiana Secretary of State, and (ii) Articles of Merger with
the Nevada Secretary of State, after satisfaction of the requirements of the
BCL, the CGL and the NRS. The Effective Time of the Merger shall be August 27,
1996.
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