FILING FEE: $75.00 DF C40113
NEVADA AGENCY & TRUST CO.
00 X. XXXXXXX XX., #000
XXXX, XX 00000
MERGER AGREEMENT
----------------
BETWEEN
CELEBRITY LIMOUSINE, LTD.
A UTAH CORPORATION
AND
LIMOUSINES LIMITED
A NEVADA CORPORATION
WITNESS the terms of the Merger Agreement by and between CELEBRITY
LIMOUSINE, LTD., A Utah corporation, hereinafter referred to as "the Utah
corporation," and LIMOUSINES LIMITED, a Nevada corporation, hereinafter
referred to as "the Nevada corporation."
RECITALS:
1. (IDENTITY OF PARTIES)
Celebrity Limousine, Ltd., a Utah corporation, was organized in accordance
with the laws of the State of Utah on February 6, 1986 and has an authorized
capitalization of 100,000,000 shares of stock with a par value of $0.001 per
share, of which there are issued and outstanding 100,000,000 shares.
Limousines Limited, a Nevada corporation, was incorporated in accordance with
the laws of the State of Nevada on December 1, 1989, with a capitalization of
100,000,000 shares of common stock, having a par value of $0.001 per share,
which common stock is non-assessable. There are 100,000 shares of common stock
outstanding.
2. (ASSUMPTION OF ASSETS SUBJECT TO LIABILITY)
Limousines Limited, a Nevada Corporation, when this Merger Agreement shall
become effective, as is hereinafter provided, shall assume all of the assets and
all of the liabilities standing on the books and records of Celebrity Limousine,
a Utah corporation. As a result thereof, the Utah corporation shall no longer
be engaged in business, having been merged into the Nevada corporation.
3. (REQUIREMENTS OF NEVADA LAW)
Pursuant to the laws of the State of Nevada, a majority of the
directors of a Nevada corporation may enter into a Merger Agreement setting
forth the terms and conditions of the proposed merger, including a statement of
the capitalization, the number of shares of Capital Stock of the surviving
Nevada corporation, a statement of the manner of conversion of the shares and
assets of the Utah corporation, a statement of the method of carrying the terms
of the Merger Agreement into effect, and such other details as may be deemed
necessary to disclose all matters effective in a merger. The laws of the State
of Nevada further provide that notice of a proposed merger shall be given by
mail to the last known address of each stockholder, not less than ten (10) days
prior to such meeting. Such notice shall contain the time and place of meeting.
The laws of the State of Nevada provide further that notice of the proposed
merger may be waived by the stockholders. By the further terms of the laws of
the State of Nevada, it is specified that if a majority of the outstanding stock
of the Nevada corporation shall be voted in favor of the merger, the Merger
Agreement shall be declared adopted. The vote thereon shall be certified on the
Merger Agreement by the President or Vice President and by the Secretary or
Assistant Secretary of the Nevada corporation. The Merger Agreement shall be
signed and acknowledged by the President or Vice President and by the Secretary
or Assistant Secretary of the Nevada corporation, whereupon the same shall be
filed in the office of the Secretary of State of Nevada. Upon the recordation in
the office of the Secretary of State of Nevada, the merger shall, insofar as
Nevada law is concerned, be deemed to be consummated.
4. (REQUIREMENTS OF UTAH LAW)
The action contemplated hereby is deemed under Utah law to be a merger. In
connection with a merger, Utah law requires that the Board of Directors of the
Utah corporation shall by resolution approve and adopt the Plan of Merger. The
Plan of Merger shall specify the names of the corporations proposing to merge.
The name of the surviving corporation, the terms and conditions of the merger,
manner and basis of converting the shares of the retiring corporation into
shares of the surviving corporation, a statement of any changes in the Articles
of Incorporation of the surviving corporation, to the extent that they are the
result of such merger, and such other provisions with respect to the merger as
are deemed necessary or desirable shall also be specified in the Plan of Merger.
The statutes of the State of Utah further provide that the Board of Directors
shall by resolution direct that the Plan of Merger be submitted to a vote of the
shareholders, that written or printed notice shall be given to each shareholder
of record no less than twenty (20) days prior to such meeting, and that such
notice shall state the purpose of the meeting, as well as the place, day and
hour thereof, and shall be delivered either personally or by deposit in the
United States mail, properly addressed, postage prepaid. Utah law further
requires that a copy of or a summary of a Plan of Merger shall be included or
enclosed with such notice. The laws of the State of Utah further specify that
the Plan of Merger shall be deemed to have been approved upon receiving the
affirmative vote of the holders of at least a majority of the outstanding
shares, and such laws specify that upon such approval, Articles of Merger shall
be executed in duplicate by the President or Vice President and by the Secretary
or Assistant Secretary, and shall be verified by one of such officers. Such
Articles of Merger shall record or set forth the Plan of Merger, the number of
shares outstanding with respect to each corporation, and the number of shares
voted for and against the Plan of Merger. It is further required that such
duplicate original be delivered to the Division of Corporations and Commercial
Code of the State of Utah, and upon the subsequent issuance of a Certificate of
Merger by the Division of Corporations and Commercial Code, the corporations
party to the merger shall become a single corporation, the separate existence of
the merged corporation shall cease, and the surviving corporation shall have all
the rights, privileges, immunities, powers, properties and assets and shall be
subject to the duties, liabilities, debts and obligations of both corporations.
NOW, THEREFORE, AND IN THE CONSIDERATION OF THE FOREGOING RECITALS, AND THE
MUTUAL COVENANTS HEREINAFTER SET FORTH, LIMOUSINES LIMITED, A NEVADA
CORPORATION, AND CELEBRITY LIMOUSINE, LTD., A UTAH CORPORATION, DESIRE TO MERGE,
AS THAT TERM IS USED IN THE LAWS OF THE STATES OF UTAH AND NEVADA, DO HEREBY,
ACTING THROUGH A MAJORITY OF THE BOARD OF DIRECTORS OF EACH SUCH CORPORATION,
AGREE TO MERGE AS FOLLOWS:
5. (STATEMENT UNDER NEVADA LAW)
The terms and conditions of the proposed merger of Celebrity Limousine, Ltd., a
Utah corporation, into Limousines Limited, a Nevada corporation, shall be as
follows:
(a) The Articles of Incorporation of Limousines Limited, a Nevada
corporation, which are on file with the Secretary of State of Nevada, shall be
the Articles of Incorporation of the surviving corporation.
(b) The shares of Celebrity Limousine, Ltd., a Utah corporation, will
be exchanged on a basis of forty (40) shares of the Utah corporation
being converted into one (1) share of the Nevada corporation.
6. (STATEMENT UNDER UTAH LAW) The Plan of Merger shall be as follows:
(a) The names of the corporations proposing to merge: Celebrity
Limousine, Ltd., a Utah corporation, and Limousines Limited, a Nevada
corporation, which is designated as the surviving corporation.
(b) The conversion of the shares of the Utah corporation into that of
the surviving Nevada corporation will be that forty (40) shares of the Utah
corporation will be converted into one (1) share of the Nevada corporation.
(c) The surviving corporation, Limousines Limited, agrees that it may
be served with process in the State of Utah in any proceeding for the
enforcement of any obligation to which the Utah corporation was a party with
regard to the merger into the Nevada corporation and Limousines Limited, a
Nevada corporation, further agrees that it may be served with process in the
State of Utah in any proceeding for the enforcement of the rights of a
dissenting shareholder of the Utah corporation against the Nevada corporation.
(d) Limousines Limited, a Nevada corporation, does hereby irrevocably
appoint the Director of the Division of Corporations and Commercial Code of Utah
as its agent to accept service of process in any such proceeding heretofore
described in Paragraph (c) above.
(e) Limousines Limited, a Nevada corporation, agrees, as the surviving
corporation, to promptly pay to the dissenting shareholders of Celebrity
Limousine, Ltd., a Utah corporation, the amount, if any, to which those
dissenting shareholders shall be entitled under the provisions of the Utah
Business Corporation Act, with respect to the rights of such dissenting
shareholders of the Utah corporation.
(f) The assets of the Utah corporation, upon this Merger Agreement
becoming finally effective, will be the assets of the surviving Nevada
corporation.
7. (AGREEMENT TO MERGE)
The Parties hereby agree that the Utah corporation shall be merged into the
Nevada corporation, and they do hereby further specifically agree, in order to
accomplish such results, as follows:
(a) Each of the parties hereto shall prepare and cause to be mailed
such notices as may be required or be desirable pursuant to the laws of the
States of Nevada and Utah. And in addition, they shall see to the mailing to
the stockholders of the parties of all information which may be reasonably
necessary or desirable in order to permit such stockholders to reach an
intelligent and informed decision with respect to the proposed merger. The
expense of all such notices, reports and information and of the mailing of the
same shall be borne by the party with respect to which the material is prepared
or to whose stockholders the material is submitted, as the case may be, save
only that neither party shall be charged by the other for the costs of preparing
any reports or documents heretofore published and available and deemed desirable
for such distribution. Each of the parties hereto shall proceed with all due
diligence, but strictly in cooperation with the other, to secure the approval of
the Merger Agreement by the requisite vote of the stockholders of the parties
and shall thereafter see to the filing of all required notices and undertakings
of every kind and character, pursuant to the laws of the States of Nevada and
Utah.
(b) Upon the completion of the final steps necessary to permit this
Merger Agreement to become effective, the same shall forthwith become effective
wherein Limousines Limited, a Nevada Corporation, shall take over all of the
assets and assume all of the liabilities of Celebrity Limousine, Ltd., a Utah
corporation, and the stockholders of the Utah corporation shall surrender their
stock certificates in exchange for Common Stock of the Nevada corporation with
forty (40) shares of the Utah corporation being exchanged for one (1) share of
the surviving Nevada corporation with the shares of the Utah corporation being
surrendered for cancellation and retirement.
8. (EXPENSES AND FEES)
The surviving Nevada corporation shall discharge all expenses in connection
with the calling and the convening of the special stockholders' meetings to
ratify and approve the Merger Agreement.
9. (DIRECTORS AND OFFICERS)
(a) On the effective date of this merger, the Board of Directors of
the surviving Nevada corporation shall consist of three (3) directors. The terms
of office of such members of the Board of Directors shall be until the next
annual meeting of stockholders of the surviving corporation, after the effective
date of the merger and until their successors shall be elected and shall have
qualified. The names and addresses of such directors are as follows:
Xxxxxxxxx X. Xxxxxx, Xx.
000 Xxxxx Xxxxx Xxxxxxxxx Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000-0000
Xxxxxxx Xxx Xxxx
000 00xx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Xxxxxxxxx X. Xxxxxx, III
0000 Xxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
(b) Upon the effective date of the merger, there shall be three (3)
officers of the surviving Nevada corporation, who are presently holding these
positions. These officers, each of whom shall hold office until his successor
shall be duly elected or appointed and shall have qualified, or until his
earlier death, resignation or removal, and their respective offices and
addresses are as follows:
President and Treasurer
-------------------------
Xxxxxxxxx X. Xxxxxx, Xx.
000 Xxxxx Xxxxx Xxxxxxxxx Xxxx
Xxxx Xxxx Xxxx, Xxxx 00000-0000
Vice President
---------------
Xxxxxxx Xxx Xxxx
000 00xx Xxxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Secretary
---------
Xxxxxxxxx X. Xxxxxx, III
0000 Xxxxx Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
10. (DISSENTING SHAREHOLDERS)
The surviving Nevada corporation shall comply with the provisions of
applicable law, with the appraisal of and payment for stock of stockholders
objecting to the merger, and the surviving Nevada corporation agrees further
that payments for such stock and the cost of all proceedings in connection with
all matters necessary to be performed in connection therewith will be at its
expense.
11. (ABANDONMENT OF MERGER)
Anything herein to the contrary notwithstanding, this merger may be
terminated and the merger provided herein abandoned at any time prior to the
effective date of the merger, whether before or after such action of the
stockholders, pursuant to resolution adopted by the Board of Directors of either
party hereto. In the event of the termination or abandonment of this Agreement
of Merger, the same shall become wholly void and of no effect and there shall be
no liability on the part of either party hereto, or their respective Boards of
Directors or the stockholders.
12. (EXECUTION)
This Agreement of Merger may be executed in any number of counterparts, all
of which together shall constitute one original Agreement of Merger.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers in each case by authority of the
Board of Directors of each corporation, and have caused their seals to be hereto
affixed and a majority of the Board of Directors of each corporation have
executed this Agreement as of the day and year set forth below.
DATED this 10th day of January, 1990.
ATTEST: CELEBRITY LIMOUSINE, LTD.
a Utah Corporation
/s/ Xxxxxxxxx X. Xxxxxx, III /s/ Xxxxxxxxx X. Xxxxxx, Xx.
---------------------------- ----------------------------
Xxxxxxxxx X. Xxxxxx, III Xxxxxxxxx X. Xxxxxx, Xx.
Secretary President
ATTEST: LIMOUSINES LIMITED
a Nevada Corporation
/s/ Xxxxxxxxx X. Xxxxxx, III /s/ Xxxxxxxxx X. Xxxxxx, Xx.
---------------------------- ----------------------------
Xxxxxxxxx X. Xxxxxx, III Xxxxxxxxx X. Xxxxxx, Xx.
Secretary President
CELEBRITY LIMOUSINE, LTD LIMOUSINES LIMITED
A Utah Corporation A Nevada Corporation
Board of Directors Board of Directors
/s/ Xxxxxxxxx X. Xxxxxx, Xx. /s/ Xxxxxxxxx X. Xxxxxx, Xx.
---------------------------- ----------------------------
Xxxxxxxxx X. Xxxxxx, Xx. Xxxxxxxxx X. Xxxxxx, Xx.
/s/ Xxxxxxx Xxx Xxxx /s/ Xxxxxxx Xxx Xxxx
---------------------------- ----------------------------
Timotha Xxx Xxxx Timotha Xxx Xxxx
/s/ Xxxxxxxxx X. Xxxxxx, III /s/ Xxxxxxxxx X. Xxxxxx, III
---------------------------- ----------------------------
Xxxxxxxxx X. Xxxxxx, III Xxxxxxxxx X. Xxxxxx, III
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
The undersigned, a Notary Public, does hereby certify that on this 10th day
of January, 1990, personally appeared before me Xxxxxxxxx X. Xxxxxx, Xx., who
being by me first duly sworn, declared that he is the President of CELEBRITY
LIMOUSINE, LTD., a Utah corporation; and Xxxxxxxxx X Xxxxxx, III, who being by
me first duly sworn, declared that he is the Secretary of CELEBRITY LIMOUSINE,
LTD., a Utah corporation: that they signed the foregoing document as President
and Secretary of the corporation, and that the statements therein contained are
true.
IN WITNESS WHEREOF I have set my hand and seal this 10th day of January, 1990.
XXXX X. XXXXXXX (SIGNED)
---------------------------
Notary Public
Residing in Salt Lake City, Utah
My Commission Expires:
1/12/93 (HAND WRITTEN)
-----------------------
CERTIFICATION
-------------
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
XXXXXXXXX X. XXXXXX, XX. and XXXXXXXXX X. XXXXXX, III, after being first
duly sworn, depose and say:
1. That Xxxxxxxxx X. Xxxxxx, Xx., is the duly elected and acting
President and Xxxxxxxxx X. Xxxxxx, III is the duly elected and acting Secretary
of CELEBRITY LIMOUSINE, LTD., a Utah corporation.
2. That on Thursday, January 11, 1990, an officer of Nevada Agency and
Trust Company, the duly appointed and acting transfer agent, caused to be mailed
to each and every stockholder of Celebrity Limousine, Ltd., a Utah corporation,
as their names and addresses appeared on the books and records of the
corporation at the close of business on Wednesday, January 10, 1990, a Notice of
a Special Meeting of Stockholders of Celebrity Limousine, Ltd., to be held and
convened on Wednesday, January 31, 1990 at 9:00 oclock a.m., local time, at 00
Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx. That a Proxy and Proxy Statement
were also mailed to the stockholders.
3. That the Special Meeting of Stockholders was duly convened and held on
Wednesday, January 31, 1990 at 9:00 a.m., local time, at 00 Xxxx Xxxxxxx Xxxxxx,
Xxxxx 000, Xxxx, Xxxxxx at which time there were present in person or
represented by Proxy 91,713,733 shares of the 100,000,000 shares outstanding of
---------- -----------
the common stock, par value $0.001 per share. There were 91,558,733 shares
----------
voting FOR the adoption of the resolution providing for the merger of Celebrity
Limousine, Ltd., a Utah corporation, into Limousines Limited, a Nevada
corporation, which is in excess of a majority of the outstanding stock of
Celebrity Limousine, Ltd., a Utah corporation, and 155,000 shares voted AGAINST
-------
the proposal.
THEREUPON, the Merger Agreement between Celebrity Limousine, Ltd., a Utah
corporation, into Limousines Limited, a Nevada corporation, was duly adopted.
DATED: January 31, 1990.
CELEBRITY LIMOUSINES, LTD.
/s/ Xxxxxxxxx X. Xxxxxx, Xx.
----------------------------
Xxxxxxxxx X. Xxxxxx, Xx.
President
/s/ Xxxxxxxxx X. Xxxxxx, III
----------------------------
Xxxxxxxxx X. Xxxxxx, III
Secretary
Subscribed and sworn to before me this 31st day of January, 1990.
Xxxx Kay Erasmus (signed)
----------------------------
Notary Public
Residing in Salt Lake City, Utah
My Commission Expires:
1/12/93 (hand written)
------------------------
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
The undersigned, a Notary Public, does hereby certify that on this 10th day
of January, 1990, personally appeared before me Xxxxxxxxx X. Xxxxxx, Xx., who
being by me first duly sworn, declared that he is the President of LIMOUSINES
LIMITED, a Nevada corporation; and Xxxxxxxxx X. Xxxxxx, III, who being by me
first duly sworn, declared that he is the Secretary of Limousines Limited, a
Nevada corporation; that they signed the foregoing document as President and
Secretary of the corporation, and that the statements therein contained are
true.
IN WITNESS WHEREOF I have set my hand and seal this 10th day of January,
1990.
(signed)
----------------------------
Notary Public
Residing in Salt Lake City, Utah
My Commission Expires:
1/12/93
-------
CERTIFICATION
-------------
STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )
XXXXXXXXX X. XXXXXX, XX. and XXXXXXXXX X. XXXXXX, III, after being first
duly sworn, depose and say:
1. That Xxxxxxxxx X. Xxxxxx, Xx. is the duly elected and acting
President and Xxxxxxxxx X. Xxxxxx, III is the duly elected and acting Secretary
of LIMOUSINES LIMITED, a Nevada corporation.
2. That on Wednesday, January 31, 1990, a Special Meeting of
Stockholders of Limousines Limited was duly held and convened at 9:00 a.m.,
local time, at 00 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx at which time
there were present all of the outstanding stock of the corporation, namely
100,000 shares of the capital stock of Limousines Limited. Notice of the
Special Meeting of Stockholders had been waived by the only stockholders,
Xxxxxxxxx X. Xxxxxx, Xx. and Xxxxx Xxx Xxxxxx, in accordance with the provisions
of Section 78.370(6) of the Nevada Revised Statutes.
3. That at the Special Meeting of Stockholders 100,000 shares of
capital stock voted FOR the adoption of the resolution providing for the merger
of Celebrity Limousine, Ltd., a Utah corporation, into Limousines Limited, a
Nevada corporation, and -0- shares voted AGAINST the proposal.
THEREUPON, the Merger Agreement between Limousines Limited, a Nevada
corporation, and Celebrity Limousine, Ltd., a Utah corporation, was duly
adopted.
DATED: January 31, 1990.
LIMOUSINES, LIMITED
/s/ Xxxxxxxxx X. Xxxxxx, Xx.
----------------------------
Xxxxxxxxx X. Xxxxxx, Xx.
President
/s/ Xxxxxxxxx X. Xxxxxx, III
----------------------------
Xxxxxxxxx X. Xxxxxx, III
Secretary
Subscribed and sworn to before me this 31st day of January, 1990.
Xxxx X. Xxxxxxx (signed)
---------------------------
Notary Public
Residing in Salt Lake City, Utah
My Commission Expires:
1/12/93 (written)
------------------
AGREEMENT OF MERGER
MERGING
CELEBRITY LIMOUSINE, LTD.
(UTAH) NOT QUAL.
INTO
LIMOUSINES LIMITED 10137-89
(NEVADA)
REQUESTED BY;
NEVADA AGENCY & TRUST COMPANY
00 X. XXXXXXX XX., #000
XXXX, XX 00000
FILE NUMBER: 10137-89
FILE DATE: 1/31/90
FILING FEE: $75.00
10137-89 GS FILING FEE: $75.00 DF
3 CERTS. $15.00
EXPEDITE $50.00
-------
$140.00
