EXHIBIT 2.01
ARTICLES AND AGREEMENT OF MERGER
DATED: January 17, 2005
BETWEEN: PACEL CORPORATION
a Virginia corporation ("Pacel-Virginia")
AND: PACEL CORPORATION
a Nevada corporation ("Pacel-Nevada")
WHEREAS, Pacel-Virginia and Pacel-Nevada wish to provide for the terms
and conditions upon which a merger of Pacel-Virginia with and into Pacel-Nevada
would be consummated for the sole purpose of changing the corporate domicile of
Pacel-Virginia from Virginia to Nevada; and
WHEREAS, the Board of Directors of Pacel-Virginia and Pacel-Nevada,
respectively, have deemed it desirable and in the best interests of the
corporations and their shareholders that the merger should take place, and have
approved the merger pursuant to the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements contained herein, the parties agree
as follows:
ARTICLE I
THE MERGER AND RELATED MATTERS
1.01 THE MERGER
(a) Subject to the terms and conditions of this Agreement, at the
Effective Date, as defined in Section 1.01(b), Pacel-Virginia
shall be merged with and into Pacel- Nevada in accordance with the
provisions of the Business Corporation Acts of the States of
Virginia and Nevada, respectively ("Corporation Acts"), and the
separate existence of Pacel-Virginia shall cease and Pacel-Nevada
shall continue as the surviving corporation under the laws of the
State of Nevada under the name "Pacel Corporation". ("Surviving
Corporation").
(b) The merger shall become effective at the time of filing Articles
of Merger under the Corporation Acts. The date when the merger
shall become effective is hereinafter referred to as the
"Effective Date."
(c) On the Effective Date, the Surviving Corporation shall thereafter
possess all assets and property of every description, and the
rights, privileges, powers and authority of Pacel-Virginia and
Pacel-Nevada, and all obligations belonging to or due to each of
Pacel-Virginia and Pacel-Nevada. The Surviving Corporation shall
be liable for all obligations of each of Pacel-Virginia and
Pacel-Nevada, including liability to dissenting shareholders as
referred to in Section 1.03.
Articles and Agreement of Merger- Page 1
1.02 EXCHANGE OF SHARES
On the Effective Date, the then issued and outstanding shares of voting
common stock of Pacel-Virginia shall be exchanged for an equal number
of shares of fully paid and nonassessable voting common stock in the
Surviving Corporation. The voting common stock of Pacel-Virginia so
exchanged shall be cancelled and returned and shall no longer be
considered issued or outstanding. On the Effective Date, there shall be
outstanding shares of the common stock of the Surviving Corporation.
10.3 ARTICLES OF INCORPORATION AND BYLAWS OF SURVIVING CORPORATION
The Articles of Incorporation and Bylaws of Pacel-Nevada, as in effect
on the Effective Date, shall be the Articles of Incorporation and
Bylaws of the Surviving Corporation until amended as provided by law.
1.04 DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION
The officers and directors of the Surviving Corporation shall be as
follows:
NAME TITLE
---- -----
Xxxx Xxxxxxxxx President, Director
Xxxxx Xxxxxxx Director
F. Xxxx Xxxxxxx Director
Xxxxxx Xxxxx Director
Thorn Auchter Director
The directors shall hold office subject to the provisions of the Bylaws
of the Surviving Corporation until the next annual shareholders'
meeting of the Surviving Corporation and until their respective
successors have been duly elected or appointed and qualified. Such
officers shall hold office subject to the provisions of the Articles of
Incorporation and Bylaws of the Surviving Corporation until their
respective successors have been duly elected or appointed, and have
been duly qualified.
ARTICLE II
WARRANTIES AND REPRESENTATIONS
2.01 WARRANTIES AND REPRESENTATIONS OF PACEL-XXXXXXXX
Xxxxx-Virginia hereby warrants and represents to Pacel-Nevada as
follows:
(a) DUE ORGANIZATION; GOOD STANDING AND CORPORATE POWER.
Pacel-Virginia is a corporation duly organized, validly existing
and in good standing under the laws of the State of Virginia and
has all requisite corporate power and authority to own, lease, and
operate its properties and to carry on its business as now being
conducted.
(b) CAPITALIZATION. On the Effective Date, the authorized capital
stock shall consist of 10,000,000,000 shares of voting common
stock, no par value, and 5,000,000 shares of preferred stock. All
issued and outstanding shares of common stock have been validly
issued and are fully paid and nonassessable. There are 1,000,000
shares of preferred stock issued and outstanding.
Articles and Agreement of Merger- Page 2
(c) AUTHORIZATION AND VALIDITY OF AGREEMENT. Pacel-Virginia has full
corporate power and authority to execute and deliver this
Agreement, and has obtained the necessary approval of its
shareholders, to consummate the merger. The execution, delivery
and performance by the Company of this Agreement have been
authorized by its Board of Directors. This Agreement is a valid
and binding obligation of the Company, enforceable against it in
accordance with its terms.
(d) NO CONSENTS OR APPROVALS REQUIRED. The execution and delivery of
this Agreement will not (i) conflict with, or violate any
provision of the Articles of Incorporation or Bylaws of
Pacel-Virginia, (ii) conflict with or violate any law, rule,
regulation, order, writ, injunction, judgment or decree applicable
to Pacel- Virginia or by which any of its properties or assets are
found or affected; or (iii) conflict with or result in any breach
of or constitute a default under, or give to others any rights of
termination or cancellation of or result in the creation of any
lien, charge or encumbrance on any of the properties or assets of
Pacel-Virginia pursuant to any note, bond, mortgage, indenture,
deed of trust, lease, or any other instrument to which
Pacel-Virginia is a party.
(e) LITIGATION OR ADMINISTRATIVE PROCEEDINGS. There are no suits,
actions, legal or administrative proceedings or investigations
pending or threatened against Pacel- Virginia of which
Pacel-Nevada has not been advised, which, if adversely determined,
would materially and adversely affect the financial condition of
Pacel-Virginia or the conduct of its business.
2.02 WARRANTIES AND REPRESENTATIONS OF PACEL-NEVADA
Pacel-Nevada hereby warrants and represents to Pacel-Virginia as
follows:
(a) DUE ORGANIZATION; GOOD STANDING AND CORPORATE POWER. Pacel-Nevada
is a corporation duly organized and validly existing and in good
standing under the laws of the state of Nevada and has all
requisite corporate power and authority to own, lease, and operate
its properties and to carry on the business as now being
conducted.
(b) CAPITALIZATION. The authorized capital stock consists of
10,000,000,000 shares of voting common stock, no par value, and
5,000,000 shares of preferred stock. All issued and outstanding
shares of common stock and preferred have been validly issued and
are fully paid and nonassessable.
(c) AUTHORIZATION AND VALIDITY OF AGREEMENT. Pacel-Nevada has full
corporate power and authority to execute and deliver this
Agreement and to consummate the merger. The execution, delivery
and performance by Pacel-Nevada of this Agreement have been
authorized by the Board of Directors. This Agreement is a valid
and binding obligation of Pacel-Nevada, enforceable against it in
accordance with its terms.
(d) NO CONSENTS OR APPROVALS REQUIRED. Neither the execution nor the
delivery of this Agreement will (i) conflict with, violate, or
result in a breach of any provision of the Articles of
Incorporation or Bylaws of Pacel-Nevada, (ii) conflict with, or
violate any law, rule, regulation, order, writ, injunction,
judgment or decree applicable to Pacel-Nevada, or by which any of
its properties or assets may be found or affected; or (iii)
conflict with or result in any breach of or constitute a default
under or give to others any rights of termination or cancellation
of or result in the creation of any lien, charge or encumbrance on
any of the properties
Articles and Agreement of Merger- Page 3
or assets of Pacel-Nevada pursuant to any note, bond, mortgage,
indenture, deed of trust, lease or any other instrument to which
Pacel-Nevada is a party.
(e) LITIGATION OR ADMINISTRATIVE PROCEEDINGS. There are no suits,
actions, legal or administrative proceedings or investigations
pending or threatened against Pacel- Nevada of which
Pacel-Virginia has not been advised, which, if adversely
determined, would materially and adversely affect the financial
condition of Pacel-Nevada or the conduct of its business.
ARTICLE III
CONDITIONS TO THE MERGER
3.01 CONDITIONS PRECEDENT TO OBLIGATIONS OF PACEL-VIRGINIA AND PACEL-NEVADA
The respective obligations of Pacel-Virginia and Pacel-Nevada to
consummate the merger under this Agreement are subject to the
satisfaction or waiver of each of the following conditions:
(a) The approval of the shareholders of Pacel-Virginia shall have been
obtained in accordance with the Corporation Acts.
(b) No order, statute, regulation, injunction, decree or restraining
order shall have been enacted, entered or enforced by any court of
competent jurisdiction or governmental authority that prohibits
the consummation of the merger.
(c) All regulatory authorizations necessary to carry out the merger
shall have been received.
Pacel-Virginia and Pacel-Nevada each agree to use their best efforts to
fulfill all conditions precedent referred to herein and to do all
things necessary to consummate the merger.
ARTICLE IV
TERMINATION AND ABANDONMENT
4.01 TERMINATION
This Agreement may be terminated and the merger abandoned, at any time
prior to the Effective Date, whether before or after the approval of
the merger by the shareholders of Pacel-Virginia and Pacel-Nevada,
respectively, by mutual consent of the Board of Directors of
Pacel-Virginia and Pacel-Nevada.
4.02 EFFECT OF TERMINATION
In the event of the termination of this Agreement pursuant to Section
4.01, this Agreement shall become void and have no effect and there
shall be no liability hereunder on the part of Pacel-Virginia or
Pacel-Nevada or any of their respective officers, directors, employees,
agents or shareholders.
Articles and Agreement of Merger- Page 4
ARTICLE V
MISCELLANEOUS
5.01 ENTIRE AGREEMENT
This Agreement contains the entire agreement of the parties with
respect to the merger and supercedes all prior agreements and
understandings oral and written with respect thereto.
5.02 AMENDMENT AND MODIFICATION
To the extent permitted by applicable law, at or prior to the Effective
Date this Agreement may be amended, modified or supplemented by written
agreement of the respective Boards of Directors of Pacel-Virginia and
Pacel-Nevada, whether before or after the vote of the shareholders of
Pacel-Virginia and Pacel-Nevada.
5.03 COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original.
5.04 APPLICABLE LAW
This Agreement and the legal relations between Pacel-Virginia and
Pacel-Nevada shall be governed by and construed in accordance with the
laws of the State of Nevada
IN WITNESS WHEREOF, Pacel-Virginia and Pacel-Nevada have each caused
this Agreement to be executed by their respective officers duly authorized as of
the date first above written.
PACEL CORPORATION, a Virginia corporation
By: /s/ XXXX XXXXXXXXX
President
PACEL CORPORATION, a Nevada corporation
By: /s/ XXXX XXXXXXXXX
President
Articles and Agreement of Merger- Page 5
