AGREEMENT AND PLAN OF MERGER
Exhibit 2.3
Plan of Merger Amour Nevada & stock Explanation
THIS AGREEMENT AND PLAN OF MERGER, dated as of xxxx://xxx.xxxxxxx.xxx/xXxXx.0x0x.xxx - Dates#Dates May25, 2004 (the “Plan”), by and between Amour Fiber Core, Inc., a Washington corporation (“Amour-Washington”), and Amour Fiber Core, Inc., a Nevada corporation and wholly-owned subsidiary of Amour-Washington (“Amour-Nevada”);
RECITALS:
A. Amour-Washington and Amour-Nevada (collectively, the “Parties”) desire to enter into this Plan providing for the merger of Amour-Washington into Amour-Nevada; and
B. The authorized capital stock of Amour-Nevada consists of three hundred fifty million (350,000,000) shares of Common Stock, par value $.001 per share (the “Amour-Nevada Shares”), one hundred (100) of which have been issued and are owned of record and beneficially by Amour-Washington, and five million (5,000,000) shares of Preferred Stock, none of which are issued or outstanding; and
C. The authorized capital stock of Amour-Washington consists of fifteen million (15,000,000) shares of Common Stock (the “Amour-Washington Shares”), of which 11,027,988 shares are outstanding on the date hereof;
D. The merger will have no effect or change on the nature of the business or management of the resulting business operating through the surviving corporation.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties do hereby covenant and agree as follows:
Section 1. The Merger.
(a) The Merger.
(i) On the Effective Date (as defined below), Amour-Washington shall be merged (the “Merger”) with and into Amour-Nevada in accordance with the Washington Business Corporations Act and the General Corporation Law of the State of Nevada, whereupon the separate existence of Amour-Washington shall cease, and Amour-Nevada shall be the surviving corporation (the “Surviving Corporation”).
(ii) As soon as practicable after the execution of this Plan, Amour-Washington and Amour-Nevada will file a copy of this plan of merger with the Secretary of State of the State of Nevada and make all other filings or recordings required by Nevada and Utah Law in connection with the Merger. The Merger shall become effective at such time (the “Effective Date”) as the certificate of merger is duly filed with the Secretary of State of the State of Nevada.
(iii) From and after the Effective Date, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of Amour-Washington and Amour-Nevada, all as provided under the General Corporation Law of the State of Nevada.
(b) Common Stock. On the Effective Date, by virtue of the Merger and without any further action on the part of the corporation or their shareholders, (i) each share of Common Stock of Amour-Washington issued and outstanding immediately prior thereto shall be converted into shares of fully paid and non assesssable shares of the Common Stock of Amour-Nevada at a ratio of one-sixth of one share of Amour-Nevada for each share of Amour-Nevada, and (ii) each share of Common Stock of Amour-Nevada issued and outstanding immediately prior thereto shall be canceled and returned to the status of authorized but unissued shares.
(c) Stock Certificates. On and after the Effective Date, all of the outstanding certificates which prior to that time represented shares of the Common Stock of Amour-Washington shall be deemed for all purposes to evidence ownership of and to represent the shares of Amour-Nevada into which the shares of Amour-Washington represented by such certificates have been converted as herein provided and shall be so registered on the books and records of the Surviving Corporation or its transfer agents. The registered owner of any such outstanding stock certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the
Surviving Corporation or its transfer agent, have and be entitled to exercise any voting and other rights with respect to and to receive any dividend and other distributions upon the shares of Amour-Nevada evidenced by such outstanding certificate as above provided.
(d) Tax-Free Reorganization. It is intended by the Parties hereto that the Merger shall constitute a tax-free reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended, and that this Plan shall constitute a plan of reorganization within the meaning of the regulations there under.
Section 2. The Surviving Corporation.
(a) Articles of Incorporation. The Articles of Incorporation of Amour-Nevada shall be the Articles of Incorporation of the Surviving Corporation.
(b) By-Laws. The By-Laws of Amour-Nevada in effect on the Effective Date shall be the By-Laws of the Surviving Corporation until amended in accordance with applicable law.
(c) Directors and Officers. From and after the Effective Date, until successors are duly elected or appointed and qualified in accordance with applicable law, (i) the directors of Amour-Washington as of the Effective Date shall be the directors of the Surviving Corporation and (ii) the officers of Amour-Washington as of the Effective Date shall be the officers of the Surviving Corporation.
Section 3. Miscellaneous
(a) Amendments; No Waivers.
(i) Any provision of this Plan may be amended or waived prior to the Effective Date if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Plan or, in the case of a waiver, by each party against whom the waiver is to be effective.
(ii) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any right or remedies provided by law.
(b) Successor and Assigns. The provisions of this Plan shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Plan without the prior written consent of the other parties hereto.
(c) Governing Law. This Plan shall be governed by and construed in accordance with the internal laws of the State of Nevada.
(d) Counterparts; Effectiveness. This Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Plan shall become effective when each party hereto shall have received counterparts hereof signed by all of the other Parties hereto. No provision of this Plan is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any person other than the Parties hereto and their respective successors and assigns.
(e) Entire Plan. This Plan constitutes the entire agreement among the Parties with respect to the subject matter of this Plan and supercedes all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter of this Plan.
(f) Severability. If any term, provision, covenant or restriction of this Plan is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Upon such a determination, the Parties shall negotiate in good faith to modify this Plan so as to effect the original intent of the Parties as closely as possible in an acceptable manner so that the transactions contemplated hereby shall be consummated as originally contemplated to the fullest extent possible.
(g) Conditions to Merger. The obligations of the parties to effect the transactions contemplated hereby is subject to satisfaction of the following conditions (any or all of which may be waived by either of the Parties in its sole discretion to the extent permitted by law): the Merger shall have been approved by the shareholders of Amour-
Washington in accordance with applicable provisions of the Washington Business Corporations Act; and Amour-Washington, as sole shareholder of Amour-Nevada, shall have approved the Merger in accordance with the General Corporation Law of the State of Nevada; and any and all consents, permits, authorizations, approvals, and orders deemed in the sole discretion of Amour-Washington to be material to consummation of the Merger shall have been obtained.
(h) Abandonment or Deferral. At any time before the Effective Date, this Plan may be terminated and the Merger may be abandoned by the Board of Directors of either Amour-Washington or Amour-Nevada or both, notwithstanding the approval of this Plan by the shareholders of Amour-Nevada, or the consummation of the Merger may be deferred for a reasonable period of time if, in the opinion of the Boards of Directors of Amour-Washington and Amour-Nevada, such action would be in the best interest of such corporations. In the event of termination of this Plan, this Plan shall become void and of no effect and there shall be no liability on the part of either Party or its Board of Directors or shareholders with respect thereto or Amour-Nevada.
IN WITNESS WHEREOF, each of the parties has caused this Plan to be executed by an authorized signature as of the date first written above.
| Amour Fiber Core, Inc., a Nevada corporation | ||
| By | ||
| Xxxxxx Xxx, President | ||
| By | ||
| Xxxxxxx Amour, Secretary | ||
| Amour Fiber Core, Inc., | ||
| a Washington corporation | ||
| By | ||
| Xxxxxx Xxx, President | ||
| By | ||
| Xxxxxxx Amour, Secretary | ||
