AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (hereinafter called the "Merger
Agreement") is made as of March 28, 2000 by and between Speed Release Lock
Company, a Texas corporation (hereinafter called "Speed Release-Texas") and
Speed Release Lock Company, a Delaware corporation (hereinafter called the
"Company" or "Surviving Company").
W I T N E S S E T H:
WHEREAS, Speed Release-Texas and the Company desire to adopt a plan
of reorganization resulting in a tax free "reorganization" within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended, and
WHEREAS, the respective Boards of Directors of Speed Release-Texas
and the Company deem it advisable and in the best interest of said persons
that Speed Release-Texas merge with and into the Company pursuant to the
provisions of this Merger Agreement;
NOW, THEREFORE, the parties do hereby adopt and make themselves
respectively parties to the plan of reorganization encompassed by this Merger
Agreement and do hereby agree that Speed Release-Texas shall merge with and
into the Company in accordance with the following terms, conditions and other
provisions.
(1) MERGER. Speed Release-Texas shall be merged (the "Merger") with
and into the Company, and the Company shall survive the Merger and shall be
the Surviving Company, effective at the later of the date and time when this
Merger Agreement is made effective under the law of the State of Delaware or
the State of Texas (the "Effective Time").
(2) ARTICLES OF INCORPORATION AND BY-LAWS. The Certificate of
Incorporation of the Company, as amended and in effect on the Effective Time,
shall continue to be the Certificate of Incorporation of the Surviving
Company, without change or amendment until further amended in accordance with
the provisions thereof and applicable law. The By-laws of the Company, as
amended and in effect on the Effective Time, shall continue to be the By-laws
of the Surviving Company, without change or amendment until further amended
in accordance with the provisions thereof and applicable law.
(3) DIRECTORS AND OFFICERS. From and after the Effective Time, the
Board of Directors of the Surviving Company shall consist of those persons
who, immediately prior to the Effective Time, were directors of the Company,
and they shall hold office until the next annual meeting of stockholders of
the Company, unless sooner removed, disqualified or deceased, and until such
time as their successors have been elected and qualified. From and after the
Effective Time, the officers of the Company immediately prior to the
Effective Time shall hold the offices in the Surviving Company which they
then held in the Company, until such time as their respective successors have
been elected or appointed and qualified, unless sooner removed, disqualified
or deceased.
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(4) SUCCESSION. At the Effective Time, the Company shall succeed to
Speed Release-Texas in the manner of and as more fully set forth in Sections
252 and 259 of the General Corporation Law of the State of Delaware. The
Surviving Company will be obligated to make payment of the fair value of any
shares held by a shareholder of Speed Release-Texas who has complied with the
requirements of Article 5.12 of the Texas Business Corporation Act.
(5) CONVERSION OF COMMON STOCK.
(a) Upon the Effective Time, by virtue of the Merger and without
any action on the part of the holder thereof, each share of the issued and
outstanding common stock, $0.01 par value per share, of Speed Release-Texas
("Speed Release-Texas Common Stock") shall be converted into and exchanged
for 360 fully paid and nonassessable shares of the common stock, $0.001 par
value per share, of the Company ("Company Common Stock"). Each certificate
representing shares of Speed Release-Texas Common Stock immediately prior to
the Effective Time shall thereafter not evidence any interest in Speed
Release-Texas but, until surrendered as provided for in paragraph (b) of this
Section, subject to the provisions of paragraph (c) of this Section, shall
evidence ownership of the number of shares of Company Common Stock into which
the shares of Speed Release-Texas Common Stock theretofore represented
thereby shall have been converted in the Merger.
(b) After the Effective Time, each former holder of shares of
Speed Release-Texas Common Stock which have been converted into shares of
Company Common Stock in the Merger, upon surrender in proper form to the
Surviving Company for cancellation of the certificate or certificates that
prior to the Effective Time represented such holder's shares of Speed
Release-Texas Common Stock, shall be entitled to receive one or more
certificates representing the shares of Company Common Stock into which the
shares of Speed Release-Texas Common Stock previously represented by the
surrendered certificate or certificates shall have been so converted.
(c) After the Effective Time, no former holder of shares of
Speed Release-Texas Common Stock shall be entitled to receive any dividend or
other distribution payable to holders of shares of Company Common Stock until
such holder surrenders to the Surviving Company, as provided in paragraph (b)
of this Section, the certificate or certificates which prior to the Effective
Time represented such holder's shares of Speed Release-Texas Common Stock;
provided, however, that upon surrender of such certificate or certificates,
there shall be paid to the holder of record of each certificate representing
Company Common Stock issued upon such surrender the amount of dividends or
other distributions (without interest) which theretofore have become payable
and have not been paid with respect to the number of shares of Company Common
Stock represented by that certificate.
(d) Notwithstanding perfection by any former Speed Release-Texas
shareholder who dissents from the Merger of his right to receive payment for
his shares of Speed Release-Texas Common Stock, pursuant to applicable law,
the shares of Speed Release-Texas Common Stock held by such former Speed
Release-Texas shareholder immediately prior to the
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Effective Time shall be converted in the Merger into shares of Company Common
Stock as provided in paragraph (a) of this Section, which, from and after the
making by the Company of the required payment therefor, shall be held and
disposed of by the Company subject to the requirements of applicable law.
(6) AMENDMENT AND TERMINATION. This Merger Agreement may be amended
by the parties hereto, with the approval of their respective Boards of
Directors, at any time prior to the Effective Time, whether before or after
approval hereof by the shareholders of Speed Release-Texas, but after such
approval by the shareholders of Speed Release-Texas, no amendments shall be
made which materially adversely affect the rights of the shareholders of
Speed Release-Texas without further approval of such shareholders. This
Agreement may not be amended, except by an instrument in writing signed on
behalf of each of the parties hereto. This Agreement may be terminated at any
time prior to the Effective Time, whether before or after approval hereof by
the shareholders of Speed Release-Texas, by mutual consent of the respective
Boards of Directors of Speed Release-Texas and the Company.
(7) FURTHER ASSURANCES. From time to time, as and when required by
the Surviving Company or by its successors and assigns, there shall be
executed and delivered on behalf of Speed Release-Texas such deeds and other
instruments, and there shall be taken or caused to be taken by it such
further and other action, as shall be appropriate or necessary in order to
vest or perfect in or to confirm of record or otherwise in the Surviving
Company the title to and possession of all the property, interests, assets,
rights, privileges, immunities, powers, franchises and authority of Speed
Release-Texas, and otherwise to carry out the purposes of this Merger
Agreement, and the officers and directors of the Surviving Company are fully
authorized in the name and on behalf of Speed Release-Texas or otherwise to
take any and all such action and to execute and deliver any and all such
deeds and other instruments.
(8) CONDITIONS TO THE MERGER. The obligations of the parties under
this Merger Agreement shall be subject to: (a) the approval, ratification and
confirmation of this Merger Agreement by the affirmative vote of the holders
of at least two-thirds in amount of the outstanding Speed Release-Texas
Common Stock; and (b) the procurement of all other consents and approvals,
and the satisfaction of all other requirements prescribed by law, which are
necessary in connection with the Merger.
(9) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, except to the extent
that the laws of the United States of America are applicable.
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IN WITNESS WHEREOF, this Merger Agreement, having first been duly
approved by the Board of Directors of Speed Release-Texas and the Board of
Directors of the Company, is hereby executed on behalf of each of said persons
by the duly authorized persons whose signatures appear below.
SPEED RELEASE LOCK COMPANY
a Delaware corporation
ATTESTED: By: /s/ Xxxxx Xxxxxxxx
----------------------------
Xxxxx Xxxxxxxx, President
By: /s/ Xxxxx Xxxxxxxx
---------------------------
Xxxxx Xxxxxxxx, Secretary SPEED RELEASE LOCK COMPANY
a Texas corporation
ATTESTED: By: /s/ Xxxxx Xxxxxxxx
----------------------------
Xxxxx Xxxxxxxx, President
By: /s/ Xxxxx Xxxxxxxx
---------------------------
Xxxxx Xxxxxxxx, Secretary
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OFFICERS' CERTIFICATE OF SPEED RELEASE LOCK COMPANY
A DELAWARE CORPORATION
The undersigned does hereby certify that he is the President and the
Secretary of Speed Release Lock Company, a Delaware corporation; that the
Agreement and Plan of Merger to which this certificate is attached was
approved by that corporation's Board of Directors and that, pursuant to
Delaware law, no vote of that corporation's shareholders was required as the
corporation has no issued or outstanding stock at the time of the approval of
the Agreement and Plan of Merger.
IN WITNESS WHEREOF, the undersigned declares the statements
contained in this certificate to be true of his own knowledge under penalty
of perjury and has executed this certificate on March 28, 2000.
/s/ Xxxxx Xxxxxxxx
----------------------------
Xxxxx Xxxxxxxx
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OFFICERS' CERTIFICATE OF SPEED RELEASE LOCK COMPANY
A TEXAS CORPORATION
The undersigned does hereby certify that he is the President and the
Secretary of Speed Release Lock Company, a Texas corporation; that the total
number of outstanding shares of each class of said corporation entitled to
vote on the Merger described in the Agreement and Plan of Merger to which
this certificate is attached was 27,778 shares of common stock; and that the
principal terms of the Agreement and Plan of Merger were approved by
unanimous written consent of all of the shareholders of the corporation as of
March 27, 2000.
IN WITNESS WHEREOF, the undersigned declares the statements
contained in this certificate to be true of his own knowledge under penalty
of perjury and has executed this certificate on March 28, 2000.
/s/ Xxxxx Xxxxxxxx
--------------------------
Xxxxx Xxxxxxxx
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The ABOVE MERGER AGREEMENT, having been executed on behalf of each
party thereto, and having been adopted separately by each party thereto in
accordance with the provisions of the Business Corporation Law of the State
of Texas and the General Corporation Law of the State of Delaware, the
respective Presidents of Speed Release Lock Company and the Surviving Company
do now hereby execute the said Merger Agreement and the respective
Secretaries of Speed Release Lock Company and the Surviving Company do now
hereby attest the said Merger Agreement, as the respective act, deed and
agreement of each of said persons on this 28th day of March, 2000.
SPEED RELEASE LOCK COMPANY
a Delaware corporation
ATTESTED: By: /s/ Xxxxx Xxxxxxxx
----------------------------
President
By: /s/ Xxxxx Xxxxxxxx
--------------------------
Secretary SPEED RELEASE LOCK COMPANY
a Texas corporation
ATTESTED: By: /s/ Xxxxx Xxxxxxxx
----------------------------
President
By: /s/ Xxxxx Xxxxxxxx
--------------------------
Secretary
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