AGREEMENT AND PLAN OF MERGER
EXHIBIT
10.1
This
Agreement and Plan of Merger (this “Agreement”)
is
made and entered into as of the 5th day of June 2008, by and between Samoyed
Energy Corp., a Nevada corporation (“Surviving
Corporation”),
and
Advanced Voice Recognition Systems, Inc., a Colorado corporation (“AVRS”).
Each
of Surviving Corporation and AVRS is sometimes referred to individually as
a
“Constituent
Corporation”,
and
they are sometimes referred to jointly as the “Constituent
Corporations”.
RECITALS
WHEREAS,
Surviving Corporation is a Nevada corporation, formed and existing under the
laws of the State of Nevada, and AVRS is a Colorado corporation, formed and
existing under the laws of the State of Colorado.
WHEREAS,
AVRS is a wholly-owned subsidiary of Surviving Corporation.
WHEREAS,
the board of directors of Surviving Corporation have determined it is desirable
and in the best interests of Surviving Corporation, upon the terms and subject
to the conditions herein stated, that AVRS be merged with and into Surviving
Corporation (the “Merger”).
NOW,
THEREFORE, in
consideration of the foregoing and of the mutual covenants herein contained,
the
parties hereby agree, in accordance with the applicable provisions of the laws
of the State of Nevada and subject to the terms and conditions set forth herein,
that AVRS shall be merged with and into Surviving Corporation
and
such
parties further hereby adopt and agree to the following agreements, terms and
conditions relating to the Merger and the manner of carrying the same into
effect:
1. Recitals.
The
foregoing recitals to this Agreement are incorporated in and made a part of
this
Agreement.
2. Name
of Constituent Corporations.
The
names of the corporations proposing to merge are Samoyed
Energy Corp., a Nevada corporation, and Advanced Voice Recognition Systems,
Inc.
a Colorado corporation,
and the
surviving corporation is the Nevada corporation, which shall be renamed
“Advanced
Voice Recognition Systems, Inc.” as set forth in Section 3.2 and 5.2 of this
Agreement and in the Articles of Merger.
3. Terms
and Conditions of the Merger.
3.1
Surviving
Corporation.
Upon
the terms hereof, and in accordance with the provisions of the Nevada Business
Corporations Act and the Colorado Business Corporations Act, effective upon
filing of the Articles of Merger with the State of Nevada (the “Effective
Time”),
AVRS
shall be merged with and into Surviving Corporation,
in
accordance with Section 92A.180 of the Nevada Revised Statutes, and
Surviving Corporation
shall
be
the surviving corporation. Upon consummation of the Merger at the Effective
Time, Surviving Corporation
shall
continue to be governed by the laws of the State of Nevada and its name shall
be
“Advanced
Voice Recognition Systems, Inc.”,
and
the separate formation and existence of AVRS shall cease.
3.2
Manner
and Basis of Converting Shares.
Surviving Corporation owns all issued and outstanding shares of capital stock
of
AVRS. Upon consummation of the Merger at the Effective Time, all shares of
AVRS
shall automatically be canceled or retired and shall cease to exist, without
any
consideration delivered in exchange thereof.
4. Articles
of Merger and Statement
of Merger; Effect of Merger.
4.1
Articles
of Merger and Statement of Merger.
The
Merger shall be consummated in accordance with the terms and conditions of
(i)
this Agreement; (ii) the Articles of Merger which is to be filed with the
Secretary of State of the State of Nevada (the “Articles
of Merger”),
and
(iii) the Statement of Merger which is to be filed with the Secretary of State
of the State of Colorado (the “Statement
of Merger”),
which
items (ii) and (iii) are hereby incorporated into this Agreement by
reference.
4.2
Effect
of Merger.
Upon
consummation of the Merger at the Effective Time AVRS
shall
merge with and into Surviving
Corporation,
which
shall be the surviving corporation, and AVRS
shall
cease to exist. Surviving
Corporation shall
possess all the rights, privileges, powers and franchises of a public as well
as
of a private nature, and shall be subject to all the restrictions, disabilities
and duties of each Constituent Corporation, and all the rights, privileges,
powers and franchises of each Constituent Corporation and all property, real,
personal and mixed, and all debts due to either of the Constituent Corporations
on whatever account, for stock subscriptions, as well as all other things in
action or belonging to each Constituent Corporation, shall be vested in
Surviving
Corporation;
and all
property, rights, privileges, powers and franchises, and all and every other
interest shall be thereafter the property of Surviving
Corporation as
effectually as they were of the Constituent Corporations, and the title to
any
real estate vested by deed or otherwise, in either of the Constituent
Corporations, shall not revert or be in any way impaired; and all rights of
creditors and all liens upon any property of either of the Constituent
Corporations shall be preserved unimpaired, and all debts, liabilities and
duties of the respective Constituent Corporations shall attach to Surviving
Corporation and
may
be enforced against it to the same extent as if the debts, liabilities and
duties had been incurred or contracted by Surviving
Corporation.
5. Additional
Terms and Conditions
5.1
Articles
of Incorporation.
Pursuant
to Section 92A.180(5) and effective as of the Effective Time,
the
Certificate of Incorporation of Surviving Corporation shall be amended to
reflect the name change of Surviving Corporation from “Samoyed Energy Corp.” to
“Advanced Voice
Recognition Systems, Inc.”
as
further set forth in the Articles of Merger to be filed with the Secretary
of
State of the State of Nevada and the Statement of Merger to be filed with the
Secretary of State of the State of Colorado.
5.2
Bylaws.
Effective as of the Effective Time, the Bylaws of Surviving Corporation shall
be
unchanged.
5.3
Board
of Directors and Officers.
Effective as of the Effective Time, the board of directors and officers of
the
Surviving Corporation shall be unchanged.
6. Miscellaneous
6.1
Entire
Agreement; Amendment.
This
Agreement (including the Articles of Merger and the Statement of Merger
incorporated herein by reference) contains the entire agreement between the
parties hereto, and supersedes all prior oral or written agreements, commitments
or understandings with respect to the matters provided for herein. This
Agreement may be modified, supplemented or amended only by a writing duly
executed by both parties.
IN
WITNESS WHEREOF, the parties have executed this Agreement and Plan of Merger
the
year and date first written above.
|
By:
/s/ Xxxxxx Xxxxxxxxxx
|
|
|
Name:
Xxxxxx
Xxxxxxxxxx
|
|
|
Title:
President, Chief Executive Officer and Chief
Financial Officer
|
|
|
ADVANCED
VOICE RECOGNITION SYSTEMS, INC.
|
|
|
By:
/s/ Xxxxxx Xxxxxxxxxx
|
|
|
Name:
Xxxxxx
Xxxxxxxxxx
|
|
|
Title:
President, Chief Executive
Officer
|
