AGREEMENT AND PLAN OF MERGER between ELITE ARTZ INC. and CLIFFORD CHINA ESTATES INC. Dated as of January 29, 2008
AGREEMENT
AND PLAN OF MERGER
between
ELITE
XXXX INC.
and
XXXXXXXX
CHINA ESTATES INC.
Dated
as
of January 29, 2008
AGREEMENT
AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER, dated as of January 29, 2008, between Elite Xxxx Inc.,
a
Nevada corporation ("Parent"), and Xxxxxxxx China Estates Inc., a Nevada
corporation and a direct wholly-owned subsidiary of Parent ("Xxxxxxxx"). Parent
and Xxxxxxxx are hereinafter collectively referred to as the "Constituent
Corporations."
WITNESSETH:
WHEREAS,
the board of directors of Parent has determined that it is advisable and in
the
best interests of the respective companies and shareholders to enter into a
business combination by means of the merger of Xxxxxxxx with and into Parent
(the "Merger") and has approved and adopted this Agreement and Plan of Merger
(the "Agreement");
NOW,
THEREFORE, in consideration of the foregoing and the representations,
warranties, covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
1. Merger
and Effective Time. Effective upon the filing of the articles of merger (the
"Articles of Merger"), entered into concurrently herewith, with the Secretary
of
State of the State of Nevada (the "Effective Time"), Xxxxxxxx shall be merged
with and into Parent (the "Merger") and Parent shall be the surviving
corporation of the Merger (the "Surviving Corporation").
2. Effect
of
Merger. At the Effective Time, the Constituent Corporations shall merge into
the
Surviving Corporation and the separate existence of the Constituent Corporations
shall cease. The effect of the Merger shall be as provided in the Nevada Revised
Statutes. Without limiting the generality of the foregoing, all rights, powers,
privileges, obligations and duties of Xxxxxxxx shall become the rights, powers,
privileges, obligations and duties of the Surviving Corporation.
3. Name
of
Surviving Corporation. The name of the Surviving Corporation shall be "Xxxxxxxx
China Estates Inc."
4. Governing
Documents. The Articles of Incorporation of Parent, as amended to the extent
provided in the Articles of Merger, and the Bylaws of Parent, as in effect
at
the Effective Time, shall continue in full force and effect as the Articles
of
Incorporation and Bylaws of the Surviving Corporation until sooner terminated
or
changed as permitted by the provisions of Nevada Revised Statutes, as
amended.
5. Directors
and Officers. At the Effective Time, the directors and the officers of the
Surviving Corporation shall be the incumbent directors and officers of Parent,
all of whom shall hold their directorships and officerships until the election
and qualification of their respective successors or until their tenure is
otherwise terminated in accordance with the Articles of Incorporation or Bylaws
of the Surviving Corporation.
6. Conversion
of Securities and Consideration. At the Effective Time, by virtue of the Merger
and in consideration therefor, and without any action on the part of the
Constituent Corporations or any stockholder thereof, (i) each share of
Clifford's Common Stock shall be cancelled, and (ii) each share of Parent's
Common Stock shall remain unchanged in the hands of the holder thereof as an
outstanding share of the Surviving Corporation.
7. Representations
of Parent. Parent represents and warrants to Xxxxxxxx that as of the date of
this Agreement and as of the Effective Time (a) it is a corporation duly
organized, validly existing and in good standing under the laws of the State
of
Nevada, (b) it has all requisite corporate power and authority to enter into
and
perform its obligations under this Agreement and Plan of Merger and to execute
the Articles of Merger and to perform its obligations hereunder, (c) this
Agreement has been duly executed and delivered by Parent, and has been
authorized by all necessary corporate action, and constitutes the legal, valid
and binding obligations of Parent, enforceable in accordance with its terms,
and
(d) the execution, delivery and performance of this Agreement does not conflict
with any provision of the Articles of Incorporation or Bylaws of
Parent.
8. Representations
of Xxxxxxxx. Xxxxxxxx represents and warrants to Parent that as of the date
of
this Agreement and as of the Effective Time (a) it is a corporation duly
organized, validly existing and in good standing under the laws of the State
of
Nevada, (b) it has all requisite corporate power and authority to enter into
and
perform its obligations under this Agreement and to perform its obligations
hereunder, (c) this Agreement has been duly executed and delivered by Xxxxxxxx,
and has been authorized by all necessary corporate action, and constitutes
the
legal, valid and binding obligations of Xxxxxxxx, enforceable in accordance
with
its terms, and (d) the execution, delivery and performance of this Agreement
does not conflict with any provision of the Articles of Incorporation or Bylaws
of Xxxxxxxx.
9.
Entire
Agreement. This Agreement sets forth the entire agreement and understanding
among the parties as to the subject matter hereof and merges and supersedes
all
prior discussions, agreements and understandings of every kind and nature among
them.
10.
Severability.
If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law, or public policy, all other
provisions of this Agreement shall nevertheless remain in full force and
effect.
11.
Termination
and Abandonment. Prior to the Effective Time, this Agreement may be terminated
and the Merger abandoned by the Board of Directors of Parent.
12.
Amendment.
Prior to the Effective Time, this Agreement may be amended, modified or
supplemented by the Board of Directors of Parent.
13.
Governing
Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada without giving effect to principles of conflicts
of
law.
14.
Headings.
The underlined headings contained in this Agreement are for convenience of
reference only, shall not be deemed to be a part of this Agreement and shall
not
be referred to in connection with the construction or interpretation of this
Agreement.
15.
Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
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ELITE
XXXX INC.
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By:
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Name:
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Title:
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XXXXXXXX
CHINA ESTATES INC.
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By:
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Name:
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Title:
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