EXHIBIT 2.7
PLAN AND AGREEMENT OF MERGER
OF
STARNET COMMUNICATIONS INTERNATIONAL INC.
INTO
STARNET COMMUNICATIONS INTERNATIONAL (DE) INC.
THIS PLAN AND AGREEMENT OF MERGER (this "Agreement of Merger") is
made this 10th day of March, 1997, between Starnet Communications
International, Inc., a Nevada corporation with an address of 0000 Xxxxxxx
Xxxx, Xxx Xxxxx, Xxxxxx 00000 (the "Merging Corporation"), and Starnet
Communications International (DE) Inc., a Delaware corporation with an
address of 000 Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxxx, X.X., Xxxxxx
X0X 0X0 (the "Surviving Corporation").
WHEREAS, the Merging Corporation has authorized capital stock
consisting of 200,000,000 shares of common stock, $.001 par value per
share, of which 10,000,000 shares have been duly issued and are not
outstanding;
WHEREAS, the Surviving Corporation has authorized capital stock
consisting of 200,000,000 shares of capital stock, $.001 par value per
share, of which 1 share of the Class A voting common stock has been duly
issued to the Merging Corporation and is now outstanding;
WHEREAS, the shareholders and boards of directors of the Merging
Corporation and the Surviving Corporation, respectively, deem it
advisable and generally to the advantage and welfare of the two corporate
parties that the Merging Corporation merge with and into the Surviving
Corporation under and pursuant to the provisions of Nevada law and of the
General Corporation Law of the State of Delaware.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained and of the mutual benefits hereby provided,
it is agreed by and between the parties hereto as follows:
1. MERGER. Upon the filing of appropriate documents with the
Secretaries of State of Delaware and Nevada, the Merging Corporation
shall be hereby merged with and into the Surviving Corporation.
2. EFFECTIVE DATE. This Agreement of Merger shall become
effective immediately upon compliance with the laws of the States of
Nevada and Delaware, the time of such effectiveness being hereinafter
called the Effective Date.
POWER OF ATTORNEY
AND SIGNATURE ON FILE
/s/ [SEAL]
-------------------------
PACIFIC RIM INVESTMENT INC. 77
3. SURVIVING CORPORATION. The Surviving Corporation shall survive
the merger herein contemplated and shall continue to be governed by the
laws of the State of Delaware, but the separate corporate existence of
the Merging Corporation shall cease forthwith upon the Effective Date.
On the effective date, the name of the Surviving Corporation shall be
changed to "Starnet Communications International Inc."
4. AUTHORIZED CAPITAL. The authorized capital stock of the
Surviving Corporation following the Effective Date shall be 200,000,000
shares of stock with a par value of $.001, of which 100,000,000 shares
shall be Class A voting common stock, 50,000,000 shares shall be Class B
nonvoting common stock, and 50,000,000 shares shall be preferred stock,
unless and until the same shall be changed in accordance with the laws of
the State of Delaware.
5. CERTIFICATE OF INCORPORATION. The Certificate of Incorporation
of Starnet Communications International (DE) Inc. shall be the
Certificate of Incorporation of the Surviving Corporation following the
Effective Date, except that such Certificate of Incorporation shall be
amended to reflect the name change referred to in Section 3 above, unless
and until the same shall be amended or repealed in accordance with the
provisions thereof, which power to amend or repeal is hereby expressly
reserved, and all rights or powers of whatsoever nature conferred in such
Certificate of Incorporation or herein upon any shareholder or director
or office of the Surviving Corporation or upon any other persons.
6. BY-LAWS. The By-laws of the Surviving Corporation as they
exist on the Effective Date shall be the By-laws of the Surviving
Corporation following the Effective Date (except that they shall be
further amended to reflect the name change to Starnet Communications
International Inc.) unless and until the same shall be further amended or
repealed in accordance with the provisions thereof.
7. OFFICERS. The Officers of the Surviving Corporation
immediately after the effective time of the merger shall be those persons
who were the Officers of the Surviving Corporation immediately prior to
the effective time of the merger, and such persons shall serve in such
offices, respectively, for the terms provided by law or in the By-laws,
or until their respective successors are elected and qualified.
8. FURTHER ASSURANCE OF TITLE. If at any time the Surviving
Corporation shall consider or be advised that any acknowledgments or
assurances in law or other similar actions are necessary or desirable in
order to acknowledge or confirm in and to the Surviving Corporation any
right, title, or interest of the Merging Corporation held immediately
prior to the Effective Date, the Merging Corporation and its proper
officers and directors
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POWER OF ATTORNEY
AND SIGNATURE ON FILE
/s/ [SEAL]
-------------------------
PACIFIC RIM INVESTMENT INC. 78
shall and will execute and deliver all such acknowledgments or assurances
in law and do all things necessary or proper to acknowledge or confirm
such right, title, or interest in the Surviving Corporation as shall be
necessary to carry out the purposes of this Agreement of Merger, and the
Surviving Corporation and the proper officers and directors thereof are
fully authorized to take any and all such action in the name of the
Merging Corporation or otherwise.
9. RETIREMENT OF ORGANIZATIONAL STOCK. Forthwith upon the
Effective Date, the single share of the common stock of the Surviving
Corporation presently issued and outstanding in the name of the Merging
Corporation shall be retired, and no shares of common stock or other
securities of the Surviving Corporation shall be issued in respect
thereof.
10. CONVERSION OF OUTSTANDING STOCK. Forthwith upon the Effective
Date, each of the issued and outstanding shares of capital stock of the
Merging Corporation, and all rights in respect thereof, shall be
converted into one (1) fully paid and nonassessable share of the $.001
par value Class A voting common stock of the Surviving Corporation, such
that the certificate or certificates nominally representing the
10,000,000 issued shares of capital stock of the Merging Corporation
shall for all purposes be deemed to evidence the ownership of in the
aggregate 10,000,000 shares of common stock of the Surviving Corporation.
The shareholders of the Merging Corporation shall surrender their
certificates representing shares of capital stock of the Merging
Corporation in exchange for certificates of Class A voting common stock
in the Surviving Corporation. Any stock option plan to which the Merging
Corporation is subject shall become an obligation of the Surviving
Corporation and any options issued pursuant thereto shall be valid with
respect to the stock of the Surviving Corporation.
11. RIGHTS AND LIABILITIES OF SURVIVING CORPORATION. At and after
the effective time of the merger, the Surviving Corporation shall succeed
to an possess, without further act or deed, all of the estate, rights,
privileges, powers, and franchises, both public and private, and all of
the property, real, personal, and mixed, of each of the parties hereto;
all debts due to the Merging Corporation or whatever account shall be
vested in the Surviving Corporation; all claims, demands, property,
rights, privileges, powers and franchises and every other interest of
either of the parties hereto shall be as effectively the property of the
Surviving Corporation as they were of the respective parties hereto; the
title to any real estate vested by deed or otherwise in the Merging
Corporation shall not revert or be in any way impaired by reason of the
merger, but shall be vested in the Surviving Corporation; all rights of
creditors and all liens upon any property of either of the parties hereto
shall be preserved unimpaired, limited in lien to the property affected
by such lien at the effective time of the merger; all debts, liabilities
and
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POWER OF ATTORNEY
AND SIGNATURE ON FILE
/s/ [SEAL]
-------------------------
PACIFIC RIM INVESTMENT INC. 79
duties of the respective parties hereto shall thenceforth attach to the
Surviving Corporation and may be enforced against it to the same extent
as if such debts, liabilities, and duties had been incurred or contracted
by it; and the Surviving Corporation 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.
12. BOOK ENTRIES. The merger contemplated hereby shall be treated
as a pooling of interests and as of the Effective Date entries shall be
made upon the books of the Surviving Corporation in accordance with the
following.
(a) The assets and liabilities of the Merging Corporation
shall be recorded at the amounts at which they are carried on the books
of the Merging Corporation immediately prior to the Effective Date with
appropriate adjustment to reflect the retirement of the 10,000,000 shares
of common stock of the Surviving Corporation presently issued and
outstanding.
(b) There shall be credited to the capital account of the
Surviving Corporation the aggregate amount of capital equal to that
carried on the capital account of the Merging Corporation immediately
prior to the Effective Date.
(c) There shall be credited to the capital surplus and earned
surplus accounts an amount equal to that carried on such accounts of the
Merging Corporation immediately prior to the Effective Date.
13. SERVICE OF PROCESS ON SURVIVING CORPORATION. The Surviving
Corporation agrees that it may be served with process in the State of
Nevada in any proceeding for enforcement of any obligation of the Merging
Corporation as well as for the enforcement of any obligation of the
Surviving Corporation arising from the merger, including any suit or
other proceeding to enforce the right of any dissenting shareholder.
14. TERMINATION. This Agreement of Merger may be terminated and
abandoned by action of the shareholders of the Merging Corporation at any
time prior to the Effective Date, whether before or after approval by the
shareholders of the two corporate parties hereto.
15. PLAN OF REORGANIZATION. This Plan and Agreement of Merger
constitutes a Plan of Reorganization to be carried out in the manner, on
the terms and subject to the conditions herein set forth.
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POWER OF ATTORNEY
AND SIGNATURE ON FILE
/s/ [SEAL]
-------------------------
PACIFIC RIM INVESTMENT INC. 80
IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant
to the authority duly granted by the shareholders, has caused this
Agreement of Merger to be executed by its President and attested by its
Secretary.
Attest: STARNET COMMUNICATIONS INTERNATIONAL INC.
----------------------- By:-------------------------------------
Secretary President
[CORPORATE SEAL]
Attest: STARNET COMMUNICATIONS
INTERNATIONAL (DE) INC.
----------------------- By:-------------------------------------
Secretary President
[CORPORATE SEAL]
_____________________________, the Secretary of Starnet Communications
International (DE) Inc., hereby certifies that the terms of the foregoing
Plan and Agreement of Merger have been fully adopted by the holders of a
majority of the outstanding stock of the corporation.
--------------------------------------
Secretary
_____________________________, the Secretary of Starnet Communications
International Inc. hereby certifies that the terms of the foregoing Plan
and Agreement of Merger have been fully adopted by the holders of a
majority of the outstanding stock of the corporation.
--------------------------------------
Secretary
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POWER OF ATTORNEY
AND SIGNATURE ON FILE
/s/ [SEAL]
-------------------------
PACIFIC RIM INVESTMENT INC. 81
