EXHIBIT 10.2
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated April 1, 1998 by and between FIRST
RESERVE, INC., a Florida corporation ("FRI-Florida") and FIRST RESERVE, INC., an
Arizona corporation ("FRI-Arizona").
WHEREAS, FRI-Arizona owns all of the issued and outstanding shares of
common stock of FRI-Florida, representing the only class of shares issued and
outstanding of FRI-Florida.
WHEREAS, FRI-Arizona wishes to merge its subsidiary FRI-Florida into
itself in accordance with Section lO-1104, Arizona Statutes.
WHEREAS, the Board of Directors of FRI-Arizona deems it advisable and
in the best interests of both corporations that FRI-Florida be merged into
FRI-Arizona as provided herein.
NOW, THEREFORE, it is agreed as follows:
I. As soon as practicable after this Agreement and Plan of Merger (the
"Plan") has been executed by the duly authorized officers of FRI-Florida and
FRI-Arizona, it shall be filed, along with the accompanying Articles of Merger,
in the office of the Secretary of State of Arizona. The term "Effective Date" as
used herein shall mean the date on which this Plan is feed with the Secretary of
State of Arizona.
II. On the Effective Date, FRI-Florida shall be merged into its parent,
FRI-Arizona, and the separate corporate existence of FRI-Florida shall cease.
FRI-Arizona shall be the surviving corporation, under its present name, and
shall continue to be governed by the laws of the State of Arizona. All shares
owned by FRI-Florida, as the parent of its wholly-owned subsidiaries,
Xxxxxxxxx-Xxxxxx-Xxxxxxx, Inc. and First Reserve Realty, Inc., and shares owned
in First Reserve Enterprises, Inc. shall be transferred to FRI-Arizona, as the
surviving entity.
III. The Articles of Incorporation of FRI-Arizona in effect on the
Effective Date shall continue as the Articles of Incorporation of the surviving
corporation. The By-laws of FRI-Arizona in effect on the Effective Date shall
continue as the By-laws of the surviving corporation. The officers and directors
of FRI-Arizona in office on the Effective Date shall continue to hold their
respective positions.
IV. Each share of common stock of FRI-Florida that is issued and
outstanding on the Effective Date shall cease to be outstanding and shall be
canceled by FRI-Arizona. There are no shareholders of FRI-Florida other than
FRI-Arizona and therefore no shareholder is entitled to dissenters rights or is
required to receive notice of this Plan.
V. Each share of FRI-Arizona Common Stock that is issued and
outstanding on
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the Effective Date of the merger shall not be converted or exchanged in any
manner but each such share shall continue to represent one issued and
outstanding share of FRI-Arizona, as the surviving corporation.
VI. This Plan may be abandoned or terminated prior to the filing
thereof with the Secretary of State of Arizona by resolution duly adopted by the
Board of Directors of FRI-Arizona.
VII. The parties hereby adopt this Plan which is intended to be a
reorganization pursuant to Section 368(a)(1)(A) of the Internal Revenue Code of
1986, as amended, and as a statutory merger pursuant to Section 10-1101, ET SEQ.
of Arizona Statutes. The terms of the merger shall be in accordance with the
Articles of Merger executed contemporaneously herewith, and attached and made a
part hereto.
VIII. The appropriate officers of the Parties are authorized to take
all such necessary actions to transfer contracts, information, assets or any
other property so that this Plan may be effectedpursuant ot the provisions
herewith, and in accordance with the Articles of Merger being filed
contemporaneously herewith.
IN WITNESS WHEREOF, the parties have duly executed this Agreement of
Merger as of the date first written above.
FIRST RESERVE, INC., a Florida corporation
By: /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, Chief Executive Officer
FIRST RESERVE, INC., an Arizona corporation
By: /s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxxxxx, President
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