AGREEMENT AND PLAN OF MERGER
Exhibit
2.2
AGREEMENT
AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER made and entered into as of the 29th day of March, 2006
by
and between LIFE EXCHANGE, INC., a Nevada corporation (the “Parent"), and LIFE
EXCHANGE, INC., a Delaware cor-pora-tion (the “Subsidiary”).
Recitals:
A. The
Parent and the Subsidiary (individually sometimes called a "Constituent
Corporation" and together some-times called the "Constituent Corporations")
desire that the Subsidiary, a whol-ly owned subsidiary of the Parent, merge
with
and into the Parent.
B. The
Subsidiary is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has an authorized capital
stock of one hundred (100) shares of common stock, no par value per share,
of
which one hundred (100) shares are now issued and out-standing.
C. The
Parent is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and has an authorized capital stock of
250,000,000 shares of common stock, par value $0.001 per share, and 20,000,000
shares of preferred stock, par value $0.001 per share of which _________________
are now issued and out-standing.
D. The
respective Boards of Directors of each Constituent Corporation, each acting
by
unanimous written consent in lieu of a meeting, have approved and adopted this
Agreement and Plan of Merger and deem it desirable that the Subsidiary be merged
with and into the Parent in accordance with the Nevada Corporation Law and
the
Delaware General Corporation Law, respectively, as well as in accordance with
the par-ties' respective corporate charters and Bylaws.
E. The
respective Boards of Directors of each Constituent Cor-poration desire that
the
merger provided for herein be a tax-free reorganization pursuant to Section
368(a) of the In-ternal Revenue Code of 1986, as amended.
NOW,
THEREFORE, in consideration of the mutual covenants, agree-ments and provisions
hereinafter contained, the Constituent Cor-porations do hereby prescribe the
terms and conditions of said merger and mode of carrying the same into effect
as
follows:
1. The
Parent hereby merges into itself the Subsidiary, and the Subsidiary is hereby
merged into the Parent. The Parent shall be the surviving corpora-tion and
the
name of the surviving corporation shall be "Life Exchange, Inc."
2. The
Certificate of Incorporation of the Parent, as in effect on the date of the
merger provided for in this Agreement and Plan of Merger, shall continue in
full
force and effect as the Certificate of Incorporation of the surviving
corporation. The surviving corporation shall be governed by the laws of the
State of Nevada and shall have as its purpose the continuation of the business
conducted heretofore by the Parent.
3. The
manner of converting the outstanding shares of the capi-tal stock of each of
the
Constituent Corporations into the shares or other securities of the surviving
corporation shall be as follows:
(a) Each
share of the Subsidiary's capital stock that is is-sued and outstanding
immediately prior to the date on which the merger of the Subsidiary into the
Parent shall become effective shall, by virtue of the merger and without further
action, cease to exist and all certificates representing such shares shall
be
cancelled.
(b) Each
share of the Subsidiary’s capital stock is-sued and outstanding and each share
of the Subsidiary's capital stock held in the treasury of the Subsidiary on
the
date on which the merger of the Subsidiary into the Parent shall become
effective shall, by virtue of the merger and without further action, cease
to
exist and shall be converted into one (1) share of the Parent's capital stock
identi-cal with that share being exchanged.
(c) After
the
effective date of the merger, each holder of an outstanding certificate
representing shares of the Subsidiary’s capital stock shall surrender the same
to the Parent and each holder shall be entitled upon such surrender to receive
a
new certificate or certificates for the number of shares of the Parent's capital
stock to which such holder shall have become entitled on the basis provided
herein. Until so surrendered, the outstanding shares of the capital stock of
the
Subsidiary to be converted into the capital stock of the Parent as provided
herein shall be treated by the Parent for all corporate purposes as evidencing
the ownership of shares of the Parent as though said sur-render and exchange
had
taken place.
4. The
terms
and conditions of the merger are as follows:
(a) The
Bylaws of the Parent as they shall exist on the effective date of the merger
shall be and remain the By-laws of the surviving corporation until the same
shall be altered, amended or repealed as therein provided.
(b) The
directors and officers of the Parent as of the effective date of the merger
shall be the directors and of-ficers of the surviving corporation and shall
continue in of-fice until the shareholders of the Parent shall elect and qualify
successor directors.
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(c) The
merger shall become effective upon filing of Certificate of Merger -with the
Secretary of State of the State of Delaware pursuant to the Delaware General
Corporate Law and -with the Secretary of State of the State of Nevada pur-suant
to the Nevada Mergers, Conversions, Exchanges and Domestications
Act.
(d) Upon
the
effective date of the merger, all property, rights, privileges, franchises,
patents, trademarks, licenses, registrations and other assets of every kind
and
description of the Subsidiary shall be transferred to, vested in and devolved
upon the Parent without further act or deed and all property, rights and every
other interest of the Parent and the Subsidiary shall be as effectively the
property of the Parent as they were of the Parent and the Subsidiary,
respectively. All rights of creditors of the Subsidiary shall be preserved
unim-paired, and all debts, liabilities and duties of the Parent shall at-tach
to the Subsidiary and may be enforced against it to the same extent as if said
debts, liabilities and duties had been incurred or contracted by it. At any
time, or from time to time, after the effective date of the merger, the last
acting officers of the Subsidiary, or the cor-responding officers of the Parent,
may, in the name of the Subsidiary, ex-ecute and deliver or cause to be
ex-ecuted and delivered all such deeds and instruments and to take or cause
to
be taken such further or other action as the Parent may deem necessary or
desirable in order to vest in the Parent title to and possession of any property
of the Subsidiary acquired or to be acquired by reason of or as a result of
the
merger herein provided for and otherwise to carry out the intents and purposes
hereof, and the proper of-ficers and directors of the Parent Company are fully
authorized in the name of the Subsidiary or otherwise to take any and all such
action.
(e) The
Parent hereby agrees that it may be served with process in the State of Nevada
in any proceeding for the enforcement of any obligations of the Subsidiary
and
in any proceeding for the enforcement of the rights of a dissenting shareholder
of the Subsidiary pursuant to the Delaware General Corporate Law.
5. Anything
herein or elsewhere to the contrary notwithstand-ing, this Agreement and Plan
of
Merger may be terminated and abandoned by the Boards of Directors of the
Constituent Corpora-tions at any time prior to the date that the requisite
Certificate of Merger are filed in the of-fices of the Secretary of State of
Delaware and the Secretary of State of Nevada, provided that an amendment made
sub-sequent to the ap-proval of this Agree-ment and Plan of Merger by the
shareholders of either Constituent Corpora-tion shall not (1) alter or change
the amount or kind of shares, securities, cash, property and/or rights to be
received in ex-change for or on con-version of all or any of the shares of
any
class or series there-of of such Con-stituent Cor-poration, (2) alter or change
any term of the Certificate of Incor-poration of the surviving corpora-tion
to
be effected by the merger or (3) alter or change any of the terms and conditions
of this Agreement and Plan of Merger if such alteration or change would
adversely af-fect the holders of any class or series thereof of such
Con-stituent Corporation.
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6. This
Agreement and Plan of Merger and the legal rela-tions between the parties hereto
shall be governed by and construed in ac-cor-dance with the laws of the State
of
Nevada.
7. Each
of
the Subsidiary and the Parent agrees to execute and deliver such other
documents, certifi-xxxxx, agree-ments and other writings and to take such other
ac-tions as may be necessary or desirable in order to consummate or implement
the transactions contemplated by this Agreement and Plan of Merger.
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IN
WITNESS WHEREOF, the parties to this Agreement and Plan of Merger, pursuant
to
the approval and authority duly given by resolutions adopted by their respective
Boards of Directors, have caused this document to be executed by the President
and at-tested to by the Vice President of each party hereto as the respec-tive
act, deed and agreement of each of said corporations, as of the date first
above
written.
| LIFE EXCHANGE, INC. | |
| _________________________________ | By: ________________________________________ |
| Name: ______________________________________ | |
| Title: _______________________________________ | |
| LIFE EXCHANGE, INC. | |
| _________________________________ | By: ________________________________________ |
| Name: ______________________________________ | |
| Title: _______________________________________ |
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