EXHIBIT 3.6
PLAN AND AGREEMENT OF MERGER
BETWEEN
CORPORATE STRATEGIES, INC.
(A DELAWARE CORPORATION)
AND
CORPORATE STRATEGIES, LLC
(A TEXAS LIMITED LIABILITY COMPANY)
This Plan and Agreement of Merger (the "Agreement") is entered into as of
March 21, 2002 (the "Effective Date") by and between CORPORATE STRATEGIES, INC.,
a Delaware corporation, and CORPORATE STRATEGIES LLC., a Texas limited liability
company.
WITNESSETH:
WHEREAS in accordance with the provisions of Sections 252 of the General
Corporation Law of the State of Delaware and in accordance with the Texas
Business Corporation Act and the Texas Limited Liability Company Act, the
patties bar desire to merge Corporate Strategies LLC into Corporate Strategies.
Inc.; and
WHEREAS this Agreement has been approved by resolution adopted by the
Board of Directors of Corporate Strategies LLC and has been approved by
resolution adopted by the Board of Directors of Corporate Strategies; and
WHEREAS the Texas Business Corporation Act and the Texas Limited Liability
Company Act permit a merger of a business of a limited liability corporation of
the state of Texas with and Into a business corporation of another jurisdiction;
and
WHEREAS the General Corporation Law of the state of Delaware permits the
merger of a business corporation of another jurisdiction with and into a
business corporation of the state of Delaware.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. On and subject to the terms and conditions of this Agreement, the
parties intend to merge Corporate Strategies LLC (the "Terminating Corporation")
into Corporate Strategies, Inc. (the "Surviving Corporation").
2. The Surviving Corporation in the merger herein certified shall be
Corporate Strategies, Inc., which will continue its existence as said Surviving
Corporation under the name Corporate Strategies, Inc., upon the Effective Date
of said merger pursuant to the provisions of the General Corporation Law of the
State of Delaware.
3. Written consent has been given to the adoption of this Agreement by the
holders of all of the outstanding stock of Corporate Strategies LLC and of
Corporate Strategies, Inc. in accordance with the laws of each corporation's
respective jurisdiction.
4. The Certificate of Incorporation of Corporate Strategies, Inc. shall
continue to be the Certificate of Incorporation of said Surviving Corporation
until further amended and changed in accordance with the provisions of the
General Corporation Law of the State of Delaware.
5. The present bylaws of the Surviving Corporation will be the bylaws of
said Surviving Corporation and will continue in full force and effect until
changed, altered, or amended as therein provided and in the manner prescribed by
the provisions of the General Corporation Law of the State of Delaware.
6. The directors and officers in office of the Surviving Corporation upon
the Effective Date of the merger shall be the members of the first 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 bylaws of the Surviving Corporation.
7. The membership interests of the Terminating Corporation held
immediately prior to the Effective Date of the merger shall, upon the Effective
Data of the merger, be converted into shares of common stock of the Surviving
Corporation as follows:
Shares of common stock
Percentage of Terminating of Surviving Corporation
Name Corporation held to be issued upon conversion
------------------- ------------------------- ----------------------------
Xxxxxxx X. Xxxxxxxx 76.54% 36,763,199
Xxx Xxxxxx Xxxxxxxx 13.51% 6,484,799
Xxxxxxx X. Xxxxxx 9.95% 4,751,999
8. This Agreement between the aforesaid constituent corporations shall be
on file at the principal place of business of the aforesaid Surviving
Corporation, the address of which is as follows:
Corporate Strategies, Inc.
0000 Xx. Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
9. A copy of this Agreement shall be furnished by the aforesaid Surviving
Corporation, on request, and without cost, to any stockholder of each of the
aforesaid constituent corporations.
IN WITNESS WHEREOF, the parties have executed this Plan and Merger
Agreement as of the date first above written.
Dated: March 21, 2002
CORPORATE STRATEGIES, INC.
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
Dated: March 21, 2002
CORPORATE STRATEGIES, LLC
By:
-----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
