AGREEMENT AND PLAN OF MERGER between SAMDREW V, INC. and LAS VEGAS SPORTS RESORT, INC. Dated as of October 24, 2008
between
SAMDREW
V, INC.
and
LAS
VEGAS
SPORTS RESORT, INC.
Dated
as
of October 24, 2008
AGREEMENT
AND PLAN OF MERGER, dated as of October 24, 2008, between Samdrew V, Inc.,
a
Delaware corporation ("Parent"), and Las Vegas Sports Resort, Inc., a Delaware
corporation and a direct wholly-owned subsidiary of Parent ("Sub"). Parent
and
Sub are hereinafter collectively referred to as the "Constituent
Corporations."
WITNESSETH:
WHEREAS,
the board of directors of Parent has determined that it is advisable and in
the
best interests of the respective companies and shareholders to enter into a
business combination by means of the merger of Sub with and into Parent (the
"Merger") and has approved and adopted this Agreement and Plan of Merger (the
"Agreement");
NOW,
THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
1. Merger
and Effective Time.
Effective upon the filing of the certificate of ownership and merger (the
"Certificate of Merger"), entered into concurrently herewith, with the Secretary
of State of the State of Delaware (the "Effective Time"), Sub shall be merged
with and into Parent (the "Merger") and Parent shall be the surviving
corporation of the Merger (the "Surviving Corporation").
2. Effect
of Merger.
At the
Effective Time, the Sub shall merge with and into the Parent and the separate
existence of the Sub shall cease. The effect of the Merger shall be pursuant
to the provisions of Section 253 of the General Corporation Law of the State
of
Delaware.
Without
limiting the generality of the foregoing, all rights, powers, privileges,
obligations and duties of Sub shall become the rights, powers, privileges,
obligations and duties of the Surviving Corporation.
3. Name
of Surviving Corporation.
The
name of the Surviving Corporation shall be "Las Vegas Sports Resort,
Inc."
4. Governing
Documents.
The
Certificate of Incorporation of Parent, as amended to the extent provided in
the
Certificate of Merger, and the Bylaws of Parent, as in effect at the Effective
Time, shall continue in full force and effect as the Certificate of
Incorporation and Bylaws of the Surviving Corporation until sooner terminated
or
changed pursuant
to the provisions of the General Corporation Law of the State of
Delaware.
5. Directors
and Officers.
At the
Effective Time, the directors and the officers of the Surviving Corporation
shall be the incumbent directors and officers of Parent, all of whom shall
hold
their directorships and offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the Certificate of Incorporation or Bylaws of the Surviving
Corporation.
6. Conversion
of Securities and Consideration.
At the
Effective Time, by virtue of the Merger and in consideration therefor, and
without any action on the part of the Constituent Corporations or any
stockholder thereof, (i) each share of Sub's Common Stock shall be cancelled,
and (ii) each share of Parent's Common Stock shall remain unchanged in the
hands
of the holder thereof as an outstanding share of the Surviving
Corporation.
7. Representations
of Parent.
Parent
represents and warrants to Sub that as of the date of this Agreement and as
of
the Effective Time (a) it is a corporation duly organized, validly existing
and
in good standing under the laws of the State of Delaware, (b) it has all
requisite corporate power and authority to enter into and perform its
obligations under this Agreement and to execute the Certificate of Merger and
to
perform its obligations hereunder, (c) this Agreement has been duly executed
and
delivered by Parent, and has been authorized by all necessary corporate action,
and constitutes the legal, valid and binding obligations of Parent, enforceable
in accordance with its terms, and (d) the execution, delivery and performance
of
this Agreement does not conflict with any provision of the Certificate of
Incorporation or Bylaws of Parent.
8. Representations
of Sub.
Sub
represents and warrants to Parent that as of the date of this Agreement and
as
of the Effective Time (a) it is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, (b) it has all
requisite corporate power and authority to enter into and perform its
obligations under this Agreement and to perform its obligations hereunder,
(c)
this Agreement has been duly executed and delivered by Sub, and has been
authorized by all necessary corporate action, and constitutes the legal, valid
and binding obligations of Sub, enforceable in accordance with its terms, and
(d) the execution, delivery and performance of this Agreement does not conflict
with any provision of the Certificate of Incorporation or Bylaws of
Sub.
9.
Entire
Agreement.
This
Agreement sets forth the entire agreement and understanding among the parties
as
to the subject matter hereof and merges and supersedes all prior discussions,
agreements and understandings of every kind and nature among them.
10.
Severability.
If any
term or other provision of this Agreement is invalid, illegal or incapable
of
being enforced by any rule of law, or public policy, all other provisions of
this Agreement shall nevertheless remain in full force and effect.
11.
Termination
and Abandonment.
Prior
to the Effective Time, this Agreement may be terminated and the Merger abandoned
by the Board of Directors of Parent.
12.
Amendment.
Prior
to the Effective Time, this Agreement may be amended, modified or supplemented
by the Board of Directors of Parent.
2
13.
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Delaware without giving effect to principles of conflicts of
law.
14.
Headings.
The
underlined headings contained in this Agreement are for convenience of reference
only, shall not be deemed to be a part of this Agreement and shall not be
referred to in connection with the construction or interpretation of this
Agreement.
15.
Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
3
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
SAMDREW
V, INC.
By:
/s/
Xxxxxx X. Lazar_____________
Xxxxxx
X.
Xxxxx, President
LAS
VEGAS
SPORTS RESORT, INC.
By:
/s/
Xxxxxxxx Burrell____________
Xxxxxxxx
Xxxxxxx, President
4
