Exhibit 2.1
PLAN OF MERGER
BETWEEN
OAKWOOD MORTGAGE INVESTORS, INC.,
A NEVADA CORPORATION,
AND
OAKWOOD MORTGAGE INVESTORS, INC.,
A NORTH CAROLINA CORPORATION
MAY 28, 1999
Pursuant to the applicable provisions of the North Carolina Business
Corporation Act and the Nevada Revised Statutes, Oakwood Mortgage Investors,
Inc., a North Carolina corporation, and Oakwood Mortgage Investors, Inc., a
Nevada corporation (hereinafter referred to collectively as the "Constituent
Corporations"), hereby adopt this Agreement of Merger describing the intended
procedure for merging them into one of such Corporations.
A. Corporations Participating in the Merger. The names of the
Constituent Corporations are, respectively, OAKWOOD MORTGAGE INVESTORS,
INC., a North Carolina corporation (hereinafter referred to as the
"Merging Corporation"), and OAKWOOD MORTGAGE INVESTORS, INC., a Nevada
corporation, each of which is a wholly owned subsidiary of Oakwood
Acceptance Corporation, a North Carolina corporation.
B. Surviving Corporation. The corporation that will survive
the merger is OAKWOOD MORTGAGE INVESTORS, INC., a Nevada corporation
(hereinafter referred to as the "Surviving Corporation").
C. Terms and Conditions of The Merger.
1. Date and Effective Time. The merger shall be
effective at 12:01 A.M. Pacific time on May 28, 1999
(hereinafter referred to as the "Effective Time").
2. Corporate Existence, Property and Obligations,
Corporate Organization. At the Effective Time of the merger,
the Surviving Corporation shall succeed to, without other
transfer, and shall possess and enjoy all the rights,
privileges, immunities, powers and franchises, both of a
public and a private nature, and be subject to all the
restrictions,
disabilities and duties of each of the Constituent
Corporations, and all the rights, privileges, immunities,
powers and franchises of each of the Constituent Corporations
and all property, real, personal and mixed, and all debts due
to either of the Constituent Corporations on whatever account,
for stock subscriptions as well as for all other things in
action or belonging to each of said corporations, shall be
vested in the Surviving Corporation; and all property, rights,
privileges, immunities, powers and franchises, and all and
every other interest shall thereafter be the property of the
Surviving Corporation as they were of the respective
Constituent Corporations, and the title to any real estate
vested by deed or otherwise in either of the Constituent
Corporations shall not revert or be in any way impaired by
reason of the merger; provided, however, that all rights of
creditors and all liens upon any property of either of the
Constituent Corporations shall be preserved unimpaired,
limited to the property affected by such liens at the
Effective Time of the merger, and all debts, liabilities and
duties of the Constituent Corporations, respectively, and all
documents and agreements incidental thereto, or howsoever
otherwise evidenced, shall thenceforth attach to the Surviving
Corporation and may be enforced against it to the same extent
as if said debts, liabilities and duties had been incurred or
contracted by the Surviving Corporation.
The merger of the Constituent Corporation as
described herein shall not affect the validity or
enforceability of any contract of the Merging Corporation or
of the Surviving Corporation or the terms thereof except as
otherwise expressly provided herein.
3. Accounting and Tax Matters. The assets and
liabilities of the Constituent Corporations at the Effective
Time of the merger shall be reflected on the books of the
Surviving Corporation thereafter at the amounts at which they
were carried on the books of the respective Constituent
Corporations.
It is the intent of the Constituent Corporations that
this merger shall qualify as a statutory merger under Section
55-11-07 of the North Carolina Business Corporation Act and
Section 78.461 of the Nevada Revised Statutes and shall
further qualify as a tax-free reorganization under the
provisions of Section 368(a)(1)(A) of the Internal Revenue
Code of 1986, as amended.
4. Bylaws, Directors, and Officers. The Bylaws of the
Surviving Corporation at the Effective Time shall be governing
thereafter until amended as provided therein or by applicable
law. The Board of Directors and the officers of the Surviving
Corporation at the Effective Time shall remain in those
positions following the merger to serve as provided in the
Bylaws of the Surviving Corporation.
5. Expenses. The Surviving Corporation shall pay all
expenses relating to the merger.
D. Shares of the Constituent Corporations. At the Effective
Time of the merger, the shares of the Constituent Corporations shall be
converted and exchanged as follows:
1. Shares of the Surviving Corporation. The Surviving
Corporation is currently authorized to issue a total of one
thousand (1,000) shares of a single class of common capital
stock having a par value of One Dollar ($1.00) per share
(hereinafter referred to as the "Surviving Corporation Stock")
and currently has issued and outstanding one thousand (1,000)
shares of said stock. All 1,000 of such shares of Surviving
Corporation Stock have been issued to the sole stockholder of
the Surviving Corporation, which entity is also the sole
stockholder of the Merging Corporation. None of these shares
shall be converted as a result of the merger of the
Constituent Corporations as provided herein, but all of such
shares shall remain issued and outstanding shares of Surviving
Corporation Stock.
2. Shares of the Merging Corporation. The Merging
Corporation currently has issued and outstanding one thousand
(1,000) shares of a single class of common capital stock
having a par value of One Dollar ($1.00) per share
(hereinafter referred to as the "Merging Corporation Stock").
At the Effective Time of the merger, each issued and
outstanding share of Merging Corporation Stock shall be
canceled, and the sole holder of Merging Corporation Stock
shall receive no additional stock certificates representing
Surviving Corporation Stock in exchange for its canceled
Merging Corporation Stock, as it already is, and will be at
and immediately after the time of the Merger, the holder of
all issued and outstanding shares of Surviving Corporation
Stock.
After the Effective Time of the merger of the
Constituent Corporations as provided herein, each stock
certificate nominally representing Merging Corporation Stock
shall be deemed for all purposes to have been canceled.
3. Status of Newly-Issued Surviving Corporation
Stock. All shares of Surviving Corporation Stock shall be
fully paid and non-assessable and the holding of such shares
by the sole holder of all Merging Corporation Stock shall
constitute full satisfaction of all rights pertaining to such
Merging Corporation Stock.
E. Abandonment of Plan of Merger. This Plan of Merger may be
abandoned by vote of a majority of the Board of Directors of the
Merging Corporation or of the Surviving Corporation at any time prior
to the Effective Time of the merger contemplated herein.
F. Articles of Incorporation. At the Effective Time, the
Articles of Incorporation of the Surviving Corporation shall not be
amended in any way.
[Signatures follow]
IN WITNESS WHEREOF, the parties hereto have caused this Plan of Merger
to be duly executed by their respective officers thereunto duly authorized, all
as of the date first above written.
OAKWOOD MORTGAGE INVESTORS, INC.,
a North Carolina corporation
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
OAKWOOD MORTGAGE INVESTORS, INC.,
a Nevada corporation
By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
I, the undersigned, Secretary of Oakwood Mortgage Investors, Inc., a North
Carolina corporation, hereby certify that the individual who signed on the
preceding page on behalf of Oakwood Mortgage Investors, Inc., a North Carolina
corporation, is the duly elected, qualified and acting President of Oakwood
Mortgage Investors, Inc., a North Carolina corporation, and that the signature
appearing on such preceding page is his genuine signature.
By: /s/ Xxxxxxx X. Xxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Secretary, Oakwood Mortgage Investors, Inc.,
a North Carolina corporation
I, the undersigned, Secretary of Oakwood Mortgage Investors, Inc., a
Nevada corporation, hereby certify that the individual who signed on the
preceding page on behalf of Oakwood Mortgage Investors, Inc., a Nevada
corporation, is the duly elected, qualified and acting President of Oakwood
Mortgage Investors, Inc., a Nevada corporation, and that the signature appearing
above is his genuine signature.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Secretary, Oakwood Mortgage Investors, Inc.,
a Nevada corporation
