AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Exhibit 3.1
AGREEMENT AND PLAN OF
MERGER AND REORGANIZATION
Agreement of Merger and Plan of Merger and Reorganization dated February 25, 2010, by and between Allstar Restaurants, a Nevada corporation ("Allstar Restaurants") and China Pharmaceuticals Inc., a Nevada corporation ("China Pharmaceuticals").
WHEREAS, the Boards of Directors of Allstar Restaurants and China Pharmaceuticals have resolved that Allstar Restaurants be merged under and pursuant to Chapter 92A.180 of the Nevada Revised Statutes into a single corporation, existing under the laws of the State of Nevada, in which Allstar Restaurants shall be the surviving corporation (such corporation in its capacity as such surviving corporation being sometimes referred to herein as the "Surviving Corporation");
WHEREAS, the authorized capital stock of Allstar Restaurants consists of 75,000,000 shares of common stock, $0.001 par value, of which 38,450,000 shares are issued and outstanding;
WHEREAS, the authorized capital stock of China Pharmaceuticals consists of 100 shares of common stock, $1.00 par value per share, of which 100 shares are issued and outstanding and held by Allstar Restaurants; and
WHEREAS, the respective Boards of Directors of Allstar Restaurants and China Pharmaceuticals have approved the merger upon the terms and conditions hereinafter set forth and have approved this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements, provisions and covenants herein contained, the parties hereto hereby agree in accordance with Chapter 92A.180 of the Nevada Revised Statutes that Allstar Restaurants and China Pharmaceuticals shall be, at the Effective Date (as hereinafter defined), merged (the "Merger") into a single corporation existing under the laws of the State of Nevada, which shall be the Surviving Corporation, and the parties hereto adopt and agree to the following terms and conditions relating to the Merger.
1. Stockholders Meetings; Filings; Effects of Merger
1.1. Action by Allstar Restaurants. On or before February 24, 2010, the directors of Allstar Restaurants shall adopt this Agreement unanimously in accordance with the Nevada Revised Statutes.
1.2. Action by China Pharmaceuticals. On or before February 24, 2010, the directors of China Pharmaceuticals shall adopt this Agreement unanimously in accordance with the Nevada Revised Statutes.
1.3. Filing of Articles of Merger; Effective Date, If (a) this Agreement is adopted by the directors of Allstar Restaurants, in accordance with the Nevada Revised Statutes, (b) this
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Agreement is adopted by the directors of China Pharmaceuticals, in accordance with the Nevada Revised Statutes, and (c) this Agreement is not thereafter, and has not theretofoe been terminated or abandoned as permitted by the provisions hereof, then the Articles of Merger shall be filed and recorded in accordance with Chapter 92A.180 of the Nevada Revised Statutes. The Merger shall become effective at the close of business on the day before the change to the Corporation's name becomes effective on the OTCBB, or as soon as possible thereafter, which date and time are herein referred to as the "Effective Date."
1.4. Certain Effects of Merger. On the Effective Date, the separate existence of China Pharmaceuticals shall cease, and China Pharmaceuticals shall be merged into Allstar Restaurants which, as the Surviving Corporation, shall possess all the rights, privileges, powers, and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities, and duties of China Pharmaceuticals; and all the rights, privileges, powers, and franchises of China Pharmaceuticals, and all property, real, personal, and mixed, and all debts due to China Pharmaceuticals on whatever account, as well for stock subscriptions and all other things in action or belonging to China Pharmaceuticals, shall be vested in the Surviving Corporation; and all property, rights, privileges, powers, and franchises, and each and every other interest shall be thereafter as effectually the property of the Surviving Corporation as they were of China Pharmaceuticals, and the title to any real estate vested by deed or otherwise, under the laws of Nevada or any other jurisdiction, in China Pharmaceuticals, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of China Pharmaceuticals shall be preserved unimpaired, and all debts, liabilities, and duties of China Pharmaceuticals shall thenceforth attach to the Surviving Corporation, which may, in the name of China Pharmaceuticals, execute and deliver all such proper deeds, assignments, and other instruments and take or cause to be taken all such further or other action as the Surviving Corporation may deem necessary or desirable in order to vest, perfect, or confirm in the Surviving Corporation title to and possession of all China Pharmaceuticals' property, rights, privileges, powers, franchises, immunities, and interests and otherwise to carry out the purposes of this Agreement.
Furthermore, Allstar Restaurants will assume all franchise tax liabilities of China Pharmaceuticals with respect to the State of Nevada.
2. Surviving Corporation
2.1. Name of Surviving Corporation. The name of the Surviving Corporation from and after the Effective Date shall be CHINA PHARMACEUTICALS Inc.
2.2. By-Laws. The By-Laws of Allstar Restaurants, as in effect immediately before the Effective Date, shall be from and after the Effective Date, the By-Laws of the Surviving Corporation until amended as provided therein.
2.3. Articles of Incorporation. The Articles of Incorporation of Allstar Restaurants, as the same shall be in force, shall continue to be the Articles of Incorporation of the Surviving
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Statutes.
2.4. Directors and Officers, The directors and officers of Allstar Restaurants in office at the Effective Date shall be the members of the Board of Directors and the first officers of the Surviving Corporation, 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 By-Laws of the Surviving Corporation.
3. Miscellaneous
3.1. This Agreement of Merger and Plan of Merger and Reorganization may be terminated and the proposed Merger abandoned at any time before the Effective Date of the Merger, and whether before or after approval of this Agreement of Merger and Plan of Merger and Reorganization by the shareholders of Allstar Restaurants and/or China Pharmaceuticals, by a duly adopted resolution of the Board of Directors of either corporation.
3.2. For the convenience of the parties hereto and to facilitate the filing of this Agreement of Merger and Plan of Merger and Reorganization, any number of counterparts hereof may be executed; and each such counterpart shall be deemed to be an original instrument.
IN WITNESS WHEREOF, this Agreement has been executed by Allstar Restaurants and China Pharmaceuticals all on the date first above written.
ALLSTAR RESTAURANTS
/s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Director and Chief Executive Officer
/s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Director and President
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