AGREEMENT AND PLAN OF MERGER
EXHIBIT 2
AGREEMENT
AND PLAN OF MERGER, dated as of September 20, 2006 (the "Merger Agreement"),
between CRC Crystal Research Corporation, an Arizona corporation ("Arizona"),
and CRC Crystal Research Corporation, a Nevada Corporation
(“Nevada").
WHEREAS,
on the date hereof, Arizona has the authority to issue 5,000,000 shares of
Common Stock, no par value per share, and 5,000,000 shares of preferred stock,
no par value per share (the "Arizona Capital Stock");
WHEREAS,
on the date hereof, Nevada has the authority to issue 250,000,000 shares of
Common Stock, par value $0.001 per share ("Nevada Common Stock"), of which 1,000
shares are issued and outstanding, all of which are held by Arizona, and no
shares of preferred stock;
WHEREAS,
the board of directors of Arizona has determined that it is advisable and in its
best interests for Arizona to merge with and into Nevada for the purpose of
changing Arizona’s state of incorporation from Arizona to Nevada upon the terms
and subject to the conditions set forth herein;
NOW,
THEREFORE, in consideration of the mutual agreements and covenants herein
contained, Nevada and Arizona hereby agree as follows:
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1.
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Merger.
Arizona shall be merged with and into Nevada (the "Merger"), and Nevada
shall be the surviving corporation (hereinafter sometimes referred to as
the "Surviving Corporation"). The Merger shall become effective upon the
date and time of filing appropriate Articles of Merger, providing for the
Merger, with the Secretaries of State of the States of Arizona and Nevada,
or September 21, 2006, whichever later occurs (the "Effective
Time").
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2.
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Governing
Documents. The Articles of Incorporation of Nevada, as in effect
immediately prior to the Effective Time, shall be the Articles of
Incorporation of the Surviving Corporation without change or amendment
until thereafter amended in accordance with the provisions thereof and
applicable law. The By-laws of Arizona, as in effect immediately prior to
the Effective Time, shall be the By-laws of the Surviving Corporation
without change or amendment unless and until thereafter amended in
accordance with the provisions thereof, the Arizona of the Surviving
Corporation and applicable law.
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3.
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Succession.
At the Effective Time, the separate corporate existence of Arizona shall
cease, and Nevada shall succeed to all of the assets and property (whether
real, personal or mixed), rights, privileges, franchises, immunities and
powers of Arizona and Nevada shall assume and be subject to all of the
duties, liabilities, obligations and restrictions of every kind and
description, including, without limitation, all outstanding indebtedness
of Arizona.
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4.
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Directors.
The directors of Arizona immediately prior to the Effective Time shall be
the directors of the Surviving Corporation at and after the Effective Time
to serve until the expiration of their respective terms and until their
successors are duly elected and
qualified.
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5.
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Officers.
The officers of Arizona immediately preceding the Effective Time shall be
the officers of the Surviving Corporation at and after the Effective Time
until their successors are duly elected and
qualified.
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6.
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Further
Assurances. From time to time, as and when required by the Surviving
Corporation or by its successors or assigns, there shall be executed and
delivered on behalf of Arizona such deeds and other instruments, and there
shall be taken or caused to be taken by it all such further and other
action, as shall be appropriate, advisable or necessary in order to vest,
perfect or conform, of record or otherwise, in the Surviving Corporation,
the title to and possession of all property, interests, assets, rights,
privileges, immunities, powers, franchises and authority of Arizona, and
otherwise to carry out the purposes of this Merger Agreement, and the
officers and directors of the Surviving Corporation are fully authorized,
in the name and on behalf of Arizona or otherwise, to take any and all
such action and to execute and deliver any and all such deeds and other
instruments.
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7.
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Conversion
of Securities. At the Effective Time, by virtue of the Merger and without
any action on the part of the holder
thereof:
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a)
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each
share of Arizona Capital Stock issued and outstanding immediately prior to
the Effective Time shall be changed and converted into and shall be one
fully paid and nonassessable share of Nevada Capital Stock of the same
preference;
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b)
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each
option, warrant, purchase right, unit or other security of Arizona that is
convertible, exchangeable or exercisable into shares of Arizona Capital
Stock issued and outstanding immediately prior to the Effective Time shall
be changed and converted into and shall be an identical security of Nevada
that is convertible, exchangeable or exercisable into shares of Nevada
Capital Stock, and the same number of shares of Nevada Capital Stock shall
be reserved for purposes of the exercise of such options, warrants,
purchase rights, units or other securities as is equal to the number of
shares of Arizona Capital Stock so reserved as of the Effective
Time;
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c)
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All
shares of Nevada Capital Stock owned by Arizona, if any, shall be
cancelled and retired.
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8.
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Employee
Option and Benefit Plans. Each option or other right to purchase or
otherwise acquire shares of Arizona Capital Stock evidenced by an option
agreement (an "Option") or granted under any employee option, stock
purchase or other benefit plan of Arizona (collectively, the "Plans")
which is outstanding immediately prior to the Effective Time shall, by
virtue of the Merger and without any action on the part of the holder
thereof, be converted into and become an option or right to acquire (and
Nevada hereby assumes the obligation to deliver) the same number of shares
of Nevada Capital Stock, at the same price per share, and upon the same
terms, and subject to the same conditions, as set forth in the respective
Plan as in effect immediately prior to the Effective Time. The same number
of shares of Nevada Capital Stock shall be reserved for purposes of the
Plans as is equal to the number of shares of Arizona Capital Stock so
reserved immediately prior to the Effective Time. Nevada hereby assumes,
as of the Effective Time, (i) the Plans and all obligations of Arizona
under the Plans, including the outstanding options, stock purchase rights
or awards or portions thereof granted pursuant to the Plans and the right
to grant additional options and stock purchase rights thereunder, (ii) all
obligations of Arizona under all other benefit plans in effect as of the
Effective Time with respect to which employee rights or accrued benefits
are outstanding as of the Effective Time and (iii) all obligations of
Arizona under any Options.
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9.
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Dividends
and Distributions. In the event that any dividend or other distribution
shall hereafter be declared by the shareholders of Arizona in respect of
the outstanding Arizona Capital Stock payable subsequent to the Effective
Time, the obligation to make payment of such dividend or other
distribution shall, by virtue of the Merger, become the obligation of the
Surviving Corporation and shall be satisfied in the manner specified in
such declaration, except that, to the extent that such dividend or other
distributions shall have been declared payable in whole or in part in
Arizona Capital Stock, the Surviving Corporation shall issue, in place
thereof, to the persons entitled thereto, the identical number of shares
of Nevada Capital Stock.
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10.
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Condition
to the Merger. The consummation of the Merger and the other transactions
herein provided is subject to receipt prior to the Effective Time of the
requisite approval of the Merger by the Board of Directors of Arizona
pursuant to the Arizona Business Corporation
Act.
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11.
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Certificates.
At and after the Effective Time, all of the outstanding certificates which
immediately prior thereto represented shares of Arizona Capital Stock or
other securities of Arizona shall be deemed for all purposes to evidence
ownership of and to represent the shares of Nevada Capital Stock or
warrants, units or other securities of Nevada, as the case may be, into
which the shares of Arizona Capital Stock or other securities of Arizona
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 agent. The registered owner of any such
outstanding certificate shall, until such certificate shall have been
surrendered for transfer 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 dividends and
other distributions upon, the shares of Nevada Capital Stock or warrants,
units or other securities of Nevada, as the case may be, evidenced by such
outstanding certificate, as above
provided.
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12.
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Amendment.
The parties hereto, by mutual consent of their respective boards of
directors and members, may amend, modify or supplement this Merger
Agreement prior to the Effective
Time.
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13.
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Termination.
This Merger Agreement may be terminated, and the Merger and the other
transactions provided for herein may be abandoned, at any time prior to
the Effective Time, whether before or after approval of this Merger
Agreement by the Board of Directors of Arizona, by action of the Board of
Directors of Arizona if:
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a)
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the
condition specified in Section 10 hereof shall not have been satisfied or
waived; or
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b)
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the
Board of Directors of Arizona determines for any reason, in its sole
judgment and discretion, that the consummation of the merger would be
inadvisable or not in the best interests of Arizona and its
shareholders.
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14.
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Counterparts.
This Merger Agreement may be executed in one or more counterparts, and
each such counterpart hereof shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one
agreement.
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15.
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Descriptive
Headings. The descriptive headings herein are inserted for convenience of
reference only and are not intended to be part of or to affect the meaning
or interpretation of this Merger
Agreement.
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16.
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Governing
Law. This Merger Agreement shall be governed by and construed in
accordance with the laws of the State of
Nevada.
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IN
WITNESS WHEREOF, Nevada and Arizona have caused this Merger Agreement to be
executed and delivered as of the date first above written.
CRC
CRYSTAL RESEARCH CORPORATION, an Arizona corporation
/s/
Xxxxx X. Pandelisev
By:
Name:
Kiril Pandelisev
Title:
President and Chief Executive Officer
CRC
CRYSTAL RESEARCH CORPORATION, a Nevada corporation
/s/
Xxxxx X. Pandelisev
By:
Name:
Kiril Pandelisev
Title:
President and Chief Executive
