AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER made and entered into as of the 31st
day of July, 1998 by and between FAIRFAX GROUP, INC., a Nevada
corporation (the "Nevada Company"), and FAIRFAX GROUP, INC., a
Florida corporation (the "Florida Company").
Recitals:
A. The Nevada Company and the Florida Company (individually
sometimes called a "Constituent Corporation" and together some
times called the "Constituent Corporations") desire that the Nevada
Company merge with and into the Florida Company, a wholly owned
subsidiary of the Nevada Company.
B. The Florida Company's Articles of Incorporation were filed,
pursuant to the Florida Statutes, in the office of the Secretary of
State of the State of Florida on April 22, 1998, and the Florida
Company has an authorized capital stock of twenty million
(20,000,000) shares of common stock, par value $0.01 per share, of
which one hundred (100) shares are now issued and outstanding.
C. The Nevada Company's Articles of Incorporation were filed,
pursuant to the Nevada Revised Statutes, in the office of the
Secretary of State of the State of Nevada on March 9, 1982, and the
Nevada Company has an authorized capital stock of twenty five
million (25,000,000) shares of common stock, par value $.001 per
share, of which six million one hundred fifty thousand (6,150,000)
shares are now issued and outstanding.
D. The principal office of the Florida Company in the State of
Florida is located at 0000 X. Xxxxxxxx Xxxxx, Xxxx Xxxx Xxxxx,
Xxxxxx of Xxxx Xxxxx, Xxxxxxx 00000. The registered office of the
Florida Company in the State of Florida is located at c/o Mirkin &:
Xxxxx, P.A., 0000 Xxxx Xxxxx Xxxxx Xxxxxxxxx #000, Xxxx Xxxx Xxxxx,
Xxxxxxx 00000, and the name of its registered agent is Xxxx X.
Xxxxxx, Esq. The principal and registered office of the Nevada
Company in the State of Nevada is located at 0000X X. Xxxxxxxx, Xxx
Xxxxx, Xxxxxx and the name of its registered agent is Xxxxxxxx X.
Xxxxx.
E. The respective Boards of Directors and shareholders of each
Constituent Corporation, each acting by written consent in lieu of
a meeting, have approved and adopted this Agreement and Plan of
Merger and deem it desirable that the Nevada Company be merged with
and into the Florida Company in accordance with the Florida
Statutes and the Nevada Revised Statutes, respectively, as well as
in accordance with the parties, respective corporate charters and
Bylaws.
F. The respective Boards of Directors of each Constituent
Corporation desire that the merger provided for herein be a
tax-free reorganization pursuant to Section 368 (a) (1) (F) of the
Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the mutual covenants,
agreements and provisions hereinafter contained, the Constituent
Corporations do hereby prescribe the terms and conditions of said
merger and mode of carrying the same into effect as follows:
1. The Florida Company hereby merges into itself the Nevada
Company, and the Nevada Company is hereby merged into the Florida
Company. The Florida Company shall be the surviving corporation and
the name of the surviving corporation shall be "Fairfax Group,
Inc.".
2. The Articles of Incorporation of the Florida Company, as in
effect on the date of the merger provided for in this Agreement and
Plan of Merger, shall continue in full force and effect as the
Articles of Incorporation of the surviving corporation. The
surviving corporation shall be governed by the laws of the State of
Florida and shall have as it; purpose the continuation of the
business conducted heretofore by the Nevada Company.
3. The manner of converting the outstanding shares of the capital
stock of each of the Constituent Corporations into the shares or
other securities of the surviving corporation shall be as follows:
(a) Each share of the Florida Company's capital stock that is
issued and outstanding immediately prior to the date on which the
merger of the Nevada Company into the Florida Company shall become
effective shall, by virtue of the merger and without further
action, cease to exist and all certificates representing such
shares shall be canceled.
(b) Each share of the Nevada Company's capital stock issued
and outstanding and each share of the Nevada Company's capital
stock held in the treasury of the Nevada Company on the date on
which the merger of the Nevada Company into the Florida Company
shall become effective shall, by virtue of the merger and without
further action, cease to exist and shall be converted into an equal
number of shares of the Florida Company's capital stock identical
with that share being exchanged.
(c) After the effective date of the merger, each holder of an
outstanding certificate representing shares of the Nevada Company's
capital stock shall surrender the same to the Florida Company and
each holder shall be entitled upon such surrender to receive a new
certificate or certificates for the number of shares of the Florida
Company's capital stock to which such holder shall have become
entitled on the basis provided herein. Un
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til so surrendered, the outstanding shares of the capital stock of
the Nevada Company to be converted into the capital stock of the
Florida Company as provided herein shall be treated by the Florida
Company for all corporate purposes as evidencing the ownership of
shares of the Florida Company as though said surrender and exchange
had taken place.
4. The terms and conditions of the merger are as follows:
(a) The Bylaws of the Florida Company as they shall exist on
the effective date of the merger shall be and remain the Bylaws of
the surviving corporation until the same shall be altered, amended
or repealed as therein provided.
(b) The directors and officers of the Florida Company as of
the effective date of the merger shall be the directors and
officers of the surviving corporation and shall continue in office
until the shareholders of the Florida Company shall elect and
qualify successor directors.
(c) The merger shall become effective upon filing of Articles
of Merger with the Secretary of State of the State of Florida
pursuant to the Florida Statutes and with the Secretary of State
of the State of Nevada pursuant to the Nevada Revised Statutes.
(d) Upon the effective date of the merger, all property,
rights, privileges, franchises, patents, trademarks, licenses,
registrations and other assets of every kind and description of the
Nevada Company shall be transferred to, vested in and devolved upon
the Florida Company without further act or deed and all property,
rights and every other interest of the Florida Company and the
Nevada Company shall he as effectively the property of the Florida
Company as they were of the Florida Company and the Nevada Company,
respectively. All rights of creditors of the Nevada Company shall
be preserved unimpaired, and all debts, liabilities and duties of
the Nevada Company shall attach to the Florida Company and may be
enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it. At
any time, or from time to time, after the effective date of the
merger, the last acting officers of the Nevada Company, or the
corresponding officers of the Florida Company, may, in the name of
the Nevada Company, execute and deliver or cause to be executed and
delivered all such deeds and instruments and to take or cause to be
taken such further or other action as the Florida Company may deem
necessary or desirable in order to vest in the Florida Company
title to and possession of any property of the Nevada Company
acquired or to be acquired by reason of or as a result of the
merger herein provided for and otherwise to carry out the intents
and purposes hereof, and the proper officers and directors of the
Florida Company are fully authorized in the name of the Nevada
Company or
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otherwise to take any and all such action.
(e) The Florida Company hereby agrees that it may be served
with process in the State of Nevada in any proceeding for the
enforcement of any obligations of the Nevada Company and in any
proceeding for the enforcement of the rights of a dissenting
shareholder of the Nevada Company pursuant to the Nevada Revised
Statutes, and irrevocably appoints the Nevada Secretary of State,
000 X. Xxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxx as its agent to accept
service of process in any such proceeding.
5. Anything herein or elsewhere to the contrary notwithstanding,
this Agreement and Plan of Xxxxxx may be terminated and abandoned
by the Boards of Directors of the Constituent Corporations at any
time prior to the date that the requisite Articles of Merger are
filed in the offices of the Secretary of State of Florida and the
Secretary of State of Nevada, provided that an amendment made
subsequent to the approval of this Agreement and Plan of Merger by
the shareholders of either Constituent Corporation shall not (1)
alter or chance the amount or kind of shares, securities, cash,
property and/o~ rights to be received in exchange for or on
conversion of all or any of the shares of any class or series
thereof of such Constituent Corporation, (2) alter or change any
term of the Articles of Incorporation of the surviving corporation
to be effected by the merger or (3) alter or change any of the
terms and conditions of this Agreement and Plan of Merger if such
alteration or change would adversely affect the holders of any
class or series thereof of such Constituent Corporation.
6. This Agreement and Plan of Xxxxxx and the legal relations
between the parties hereto shall be governed by and construed in
accordance with the laws of the State of Florida.
7. Each of the Florida Company and the Nevada Company agrees to
execute and deliver such other documents, certificates, agreements
and other writings and to take such other actions as may be
necessary or desirable in order to consummate or implement the
transactions contemplated by this Agreement and Plan of Merger.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties to this Agreement and Plan of
Merger, pursuant to the approval and authority duly given by
resolutions adopted by their respective Boards of Directors, have
caused this document to be executed by the President and attested
to by the Secretary of each party hereto as the respective act,
deed and agreement of each of said corporations, as of the date
first above written.
Fairfax Group, Inc.,
a Florida corporation
BY:/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President
ATTEST:
By:/s/Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Secretary
[CORPORATE SEAL]
Fairfax Group, Inc.,
a Nevada corporation
By:/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President
ATTEST:
By:/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, Secretary
(CORPORATE SEAL]
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