Exhibit 2.1
PLAN OF REORGANIZATION
AND
AGREEMENT OF MERGER
THIS PLAN OF REORGANIZATION AND AGREEMENT OF MERGER (the "Merger
Agreement"), by and between ORSUS XELENT TECHNOLOGIES, INC., a Delaware
corporation (the "subsidiary"), and UNIVERSAL FLIRTS CORP, a Delaware
corporation (the "Parent"), said corporations being hereafter collectively
referred to as the "Constituent Corporations", is made and entered into on this
7th day of April, 2005.
W I T N E S S E T H:
WHEREAS, the respective Boards of Directors of each of the Constituent
Corporations deem it advisable and in the best interest of each such corporation
and their respective shareholders that Subsidiary be merged with and into Parent
in the manner contemplated herein and have adopted resolutions approving this
Merger Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, and for the purpose of stating the
terms and conditions of the merger of Subsidiary with and into Parent (the
"Merger"), the mode of effectuating the same, and such other details and
provisions as are deemed desirable, the parties hereto have agreed, and do
hereby agree, subject to the terms and conditions hereinafter set forth, as
follows:
ARTICLE 1
Plan of Merger
1.1 Merger. On the Effective Date (as hereinafter defined), in
accordance with the provisions of Section 253 of the General Corporation Law of
Delaware and Section 368(a)(1)(A) of the Internal Revenue Code of 1986,
Subsidiary shall be merged with and into Parent, which shall be sometimes
referred to herein as the "Surviving Corporation", upon the terms set forth in
the subsequent provisions of this Merger Agreement.
1.2 Effective Date and Closing. The Merger shall become effective on
April 18, 2005. The date and time at which the Merger becomes effective shall be
the "Effective Date" referred to in this Merger Agreement. The closing (the
"Closing") shall be held at the offices of Parent, or such other place as the
parties hereto may agree upon, immediately prior to the Effective Date. The date
on which the Closing is held is hereinafter referred to as the "Closing Date".
1.3 Disposition of Shares. The mode of carrying the Merger into effect
and the manner and the disposition of the shares of the Constituent Corporations
shall be as follows:
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(a) Parent Shares. Each share of the Common Stock of Parent
issued and outstanding immediately prior to the Effective Date of the
Merger shall be retained by the shareholders of Parent as shares of the
Surviving Corporation.
(b) Subsidiary Shares. At the Effective Date of the Merger,
each share of issued and outstanding Common Stock of Subsidiary shall
be canceled.
1.4 Effect of Merger. At the Effective Date the existence of Subsidiary
as a distinct entity shall cease. At that time all rights, privileges, powers,
franchises and interests of Parent and Subsidiary, respectively, in and to every
type of property, whether real, personal or mixed, and chooses in action shall
be transferred to and vested in Parent by virtue of the Merger without any deed
or other transfer. Parent, without any order or other action on the part of any
court or otherwise, shall possess all and singular the rights, privileges,
powers and franchises, and shall be subject to all the restrictions,
disabilities and duties of the Constituent Corporations, and all property,
whether real, personal or mixed, of each of the Constituent Corporations, and
all debts due to any of the Constituent Corporations on whatever account, as
well as for stock subscriptions and all other things in action or belonging to
each of said Constituent Corporations, shall be vested in Parent. All property,
rights, privileges, powers and franchises, and all and every other interest of
the Constituent Corporations as of the Effective Date shall thereafter be the
property of Parent to the same extent and effect as such was of the respective
Constituent Corporations prior to the Effective Date, and the title to any real
estate vested by deed or otherwise in any of the Constituent Corporations shall
not revert or be in any way impaired by reason of the Merger; provided, however,
that all rights of creditors and all liens upon any property of any of the
Constituent Corporations shall thenceforth attach to Parent and may be enforced
against it to the same extent as if said debts, liabilities, and duties had been
incurred or contracted by Parent. Parent shall carry on business with the assets
of the Constituent Corporations. The established offices and facilities of
Parent and Subsidiary immediately prior to the Merger shall become the
established offices and facilities of Parent.
1.5 Certificate of Incorporation of Surviving Corporation. The
Certificate of Incorporation of Parent, as existing on the Effective Date, shall
continue in full force and effect as the Certificate of Incorporation of the
Surviving Corporation until altered or amended as provided by law, except that
pursuant to the Merger the name of the Parent shall be changed to Orsus Xelent
Technologies, Inc.
1.6 Bylaws of Surviving Corporation. The Bylaws of Parent, as existing
on the Effective Date, shall continue in full force and effect as the Bylaws of
the Surviving Corporation until altered, amended or repealed as provided in the
Bylaws or as provided by law.
1.7 Directors and Officers of Surviving Corporation. The Directors and
Officers of Parent shall be and become the Directors and Officers, respectively,
of the Surviving Corporation until their successors shall be duly elected and
qualified or until their sooner death, resignation or removal.
ARTICLE 2
Interim Conduct of Business
Except as hereinafter set forth, pending consummation of the Merger,
each of the Constituent Corporations will carry on its business in substantially
the same manner as heretofore and will use its best efforts to maintain its
business organization intact, and to maintain its relationships with customers
and others having business relationships with it.
Notwithstanding the preceding, except with the prior consent in writing
from Parent, pending consummation of the Merger, Subsidiary shall not:
(a) Declare or pay any dividend or make any other distribution
on its shares.
(b) Create or issue any indebtedness for borrowed money.
(c) Enter into any transaction other than those involved in
carrying on its business in the ordinary course of business.
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ARTICLE 3
General Provisions
3.1 Headings. The section and paragraph headings or titles herein are
for convenience and do not limit the scope or effect of any provision of this
Merger Agreement.
3.2 Binding Agreement. This Merger Agreement shall be binding upon and
shall inure to the benefit of the parties and their respective successors and
assigns; provided, however, that this Merger Agreement may not be assigned by
any party without the written consent of the other party.
3.3 Amendments. This Merger Agreement may be amended only by an
instrument in writing executed by all parties hereto.
3.4 Counterparts. This Merger Agreement may be executed in one or more
counterparts all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.
3.5 Governing Law. This Merger Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware.
3.6 Entire Agreement. This Merger Agreement contains the entire
agreement between Subsidiary and Parent with respect to the transactions
contemplated herein and supersedes all previous negotiations, commitments and
writings.
IN WITNESS WHEREOF, each of the Constituent Corporations has caused
this Merger Agreement to be signed in its corporate name by its duly authorized
officer as of the date first above written.
PARENT:
UNIVERSAL FLIRTS CORP
By: /s/ Xxxx Xxx
----------------------------
XXXX XXX,
Chief Executive Officer
SUBSIDIARY:
ORSUS XELENT TECHNOLOGIES, INC.
By: /s/ Xxxx Xxx
----------------------------
XXXX XXX,
Chief Executive Officer
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