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EXHIBIT 2.1
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER, dated April 8, 1996 (the "Agreement"), is
entered into between SPORTS & RECREATION REINCORPORATION, INC., a Florida
corporation ("FLORIDA") and SPORTS & RECREATION, INC., a Delaware corporation
("SPORTS").
RECITALS
A. SPORTS has an aggregate authorized capital of 100,000,000 shares of
Common Stock, par value of $0.01 per share (the "SPORTS Common Stock"), of
which, as of March 15, 1996, 19,778,031 were duly issued and outstanding.
B. FLORIDA has an aggregate authorized capital stock of 100,000,000
shares of Common Stock, par value of $0.01 per share (the "FLORIDA Common
Stock"), of which 19,778,031 shares have been duly issued and are now
outstanding.
C. The respective Boards of Directors of FLORIDA and SPORTS believe that
the best interests of FLORIDA and SPORTS and their respective stockholders will
be served by the merger of SPORTS with FLORIDA under and pursuant to the
provisions of this Agreement and the Delaware General Corporation Law and the
Florida General Corporation Act.
AGREEMENT
In consideration of the Recitals and of the mutual agreements contained in
this Agreement, the parties hereto agrees as set forth below.
1. MERGER
SPORTS shall be merged with and into FLORIDA (the "MERGER").
2. SHAREHOLDER APPROVAL
Prior to the filing of this Agreement or a certificate of merger with the
Secretary of State of Delaware, or of Articles of Merger with the Secretary of
State of Florida, the majority of the outstanding shares of SPORTS entitled to
vote at the 1996 Annual Meeting of Stockholders of SPORTS shall have approved
this Agreement and the transaction contemplated hereby.
3. EFFECTIVE DATE
The Merger shall become effective immediately upon the later of the filing
of this Agreement or a certificate of merger with the Secretary of State of
Delaware in accordance with the Delaware General Corporation Law and the filing
of articles of merger with the Secretary of State of Florida in accordance with
the Florida General Corporation Act. The time of such effectiveness is
hereafter called the "Effective Date".
4. SURVIVING CORPORATION
FLORIDA shall be the surviving corporation of the Merger and shall
continue to be governed by the Laws of the State of Florida. On the Effective
Date, the separate corporate existence of SPORTS shall cease.
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5. NAME OF SURVIVING CORPORATION
On the Effective Date, the Articles of Incorporation of FLORIDA shall be
amended to change the name of FLORIDA to "SPORTS & RECREATION, INC."
6. CERTIFICATE OF INCORPORATION
Except as provided in Section 4, the Articles of Incorporation of FLORIDA
as they exist on the Effective Date shall be the Articles of Incorporation of
FLORIDA following the Effective Date, unless and until the same shall
thereafter be amended or repealed in accordance with the Laws of the State of
Florida.
7. BYLAWS
The Bylaws of FLORIDA as they exist on the Effective Date shall be the
Bylaws of FLORIDA following the Effective Date, unless and until the same shall
be amended or repealed in accordance with the provisions thereof and the laws
of the State of Florida.
8. BOARD OF DIRECTORS AND OFFICERS
The members of the Board of Directors and the officers of SPORTS
immediately prior to the Effective Date shall be the members of the Board of
Directors and the officers, respectively, of FLORIDA following the Effective
Date, and such persons shall serve in such offices for the terms provided by
Law or in the Bylaws, or until their respective successors are elected and
qualified.
9. RETIREMENT OF OUTSTANDING FLORIDA STOCK
Forthwith upon the Effective Date, each of the 19,778,031 shares of the
FLORIDA Common Stock presently issued and outstanding shall be retired, and no
shares of FLORIDA Common Stock or other securities of FLORIDA shall be issued
in respect thereof.
10. CONVERSION OF OUTSTANDING SPORTS STOCK
Forthwith upon the Effective Date, each issued and outstanding share of
SPORTS Common Stock and all rights in respect thereof shall be converted into
one fully-paid and nonassessable share of FLORIDA Common Stock, and each
certificate representing shares of SPORTS Common Stock shall for all purposes
be deemed to evidence the ownership of the same number of shares of FLORIDA
Common Stock as are set forth in such certificate. Certificates of SPORTS
Common Stock presented for transfer following the Effective Date will be
replaced with certificates for the same number of shares of FLORIDA Common
Stock.
11. STOCK OPTIONS, WARRANTS AND CONVERTIBLE DEBT
Forthwith upon the Effective Date, each stock option, stock warrant,
convertible debt instrument and other right to subscribe for or purchase shares
of SPORTS Common Stock shall be converted into a stock option, stock warrant,
convertible debt instrument or other right to subscribe for or purchase the
same number of shares of FLORIDA Common Stock, and each certificate, agreement,
note or other document representing such stock option, stock warrant,
convertible debt instrument or other right to subscribe for or purchase shares
of SPORTS Common Stock shall for all purposes be deemed to evidence the
ownership of a stock option, stock warrant, convertible debt instrument or
other right to subscribe for or purchase of FLORIDA Common Stock.
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00. RIGHTS AND LIABILITIES OF FLORIDA
At and after the Effective Date, and all in the manner of and as more
fully set forth in Section 607,1106 of the Florida General Corporation Act and
Section 259 of the Delaware General Corporation Law, the title to all real
estate and other property, or any interest therein, owned by each of SPORTS and
FLORIDA shall be vested in FLORIDA without reversion or impairment; FLORIDA
shall succeed to and possess, without further act or deed, all estates, rights,
privileges, powers, and franchise, both public and private, and all of the
property, real, personal and mixed of each of SPORTS and FLORIDA without
reversion or impairment; FLORIDA shall thenceforth be responsible and liable
for all the liabilities and obligations of each SPORTS and FLORIDA; any claim
existing or action or proceeding pending by or against SPORTS or FLORIDA may be
continued as if the Merger did not occur or FLORIDA may be substituted for
SPORTS in the proceeding; neither the rights of creditors nor any liens upon
the property of SPORTS or FLORIDA shall be impaired by the Merger; and FLORIDA
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.
13. TERMINATION
This Agreement may be terminated and abandoned by action of the respective
Boards of Directors of SPORTS and FLORIDA at any time prior to the Effective
Date, whether before or after approval by the stockholders of either or both of
the parties hereto.
14. AMENDMENT
The Boards of Directors of the parties hereto may amend this Agreement at
any time prior to the Effective Date; provided that an amendment made
subsequent to the approval of this Agreement by the stockholders of either of
the parties hereto shall not: (a) change the amount or kind of shares,
securities, cash, property or rights to be received in exchange for or on
conversion of all or any of the shares of the parties hereto, (b) change any
term of the Articles of Incorporation of FLORIDA, or (c) change any other terms
or conditions of this Agreement if such change would adversely affect the
holders of any capital stock of either party hereto.
15. REGISTERED OFFICE
The registered office of FLORIDA in the State of Florida is located at 000
Xxxx Xxxxxxx Xxxx., Xxxxx 0000, Xxxxx, XX 00000, and Fowler, White, Gillen,
Boggs, Xxxxxxxxx and Banker, P.A. is the registered agent of FLORIDA at such
address.
16. INSPECTION OF AGREEMENT
Executed copies of this Agreement will be on file at the principal place
of business of FLORIDA at 0000 X. Xxxxxxxxxxxx Xxxxxx, Xxxxx, XX 00000. A copy
of this Agreement shall be furnished by FLORIDA, on request and without cost,
to any stockholder of either SPORTS or FLORIDA.
17. GOVERNING LAW
This Agreement shall in all respects be construed, interpreted and
enforced in accordance with and governed by the Laws of the State of Florida.
18. SERVICE OF PROCESS
On and after the Effective Date, FLORIDA agrees that it may be served with
process in Delaware in any proceeding for enforcement of any obligation of
SPORTS or FLORIDA arising from the Merger.
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00. DESIGNATION OF DELAWARE SECRETARY OF STATE AS AGENT FOR SERVICE OF
PROCESS
On and after the Effective Date, FLORIDA irrevocably appoints the
Secretary of State of Delaware as its agent to accept service of process in any
suit or other proceeding to enforce the rights of any stockholders of SPORTS or
FLORIDA arising from the Merger. The Delaware Secretary of State is requested
to mail a copy of any such process to FLORIDA at 000 Xxxx Xxxxxxx Xxxx., Xxxxx
0000, Xxxxx, XX 00000, Attention: Fowler, White, Gillen, Boggs, Xxxxxxxxx and
Banker, P.A.
IN WITNESS WHEREOF, each of the parties hereto, pursuant to authority duly
granted by their respective Board of Directors, has caused this Plan and
Agreement of Merger to be executed, respectively, by its President and attested
by its Secretary.
SPORTS & RECREATION
REINCORPORATION, INC.
a Florida corporation
ATTEST: By: /s/ XXXXXXX XXXXX
-----------------------
---------------------- Name: Xxxxxxx Xxxxx
Secretary Its: President
SPORTS & RECREATION, INC.
a Delaware corporation
By: /s/ XXXXXXX XXXXX
ATTEST: ------------------------
Name: Xxxxxxx Xxxxx
---------------------- Its: President
Secretary
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