Agreement and Plan of Merger
Exhibit 3.3
Agreement and Plan of Merger
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") dated as of October 9, 2009,
BETWEEN:
Lid Hair Studios International, Inc., a Nevada corporation, having its registered offices at 000 X. Xxxxxxxxx Xx. Xxxxx 0000, Xxxxxxxxx, XX 00000-0000
("LHSI")
AND:
China Pediatric Pharmaceuticals, Inc., a Nevada corporation, having its registered offices at 000 X. Xxxxxxxxx Xx.. Xxxxx 0000, Xxxxxxxxx, XX 00000-0000
("CPPI")
WHEREAS:
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A. |
CPPI is the wholly-owned subsidiary of Lid Hair Studios International, Inc. |
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B. |
The boards of directors of CPPI and LHSI deem it advisable and in the best interests of their respective companies and shareholders that CPPI be merged with and into LHSI with LHSI remaining as the surviving corporation under the "China Pediatric Pharmaceuticals, Inc.". |
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C. |
The Board of Directors of CPPI has approved the plan of merger embodied in this Agreement |
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D. |
The Board of Directors of LHSI has approved the plan of merger embodied in this Agreement. |
THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on- the terms and conditions herein provided, as follows:
1. THE MERGER
1.1 The Merger
Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), CPPI shall be merged with and into LHSI in accordance with the applicable laws of the State of Nevada (the "Merger"). The separate existence of CPPI shall cease, and LHSI shall be the surviving corporation under the name
"China Pediatric Pharmaceuticals Inc." (the "Surviving Corporation") and shall be governed by the laws of the State of Nevada.
1.2 Effective Date
The Merger shall become effective on the date and at the time (the "Effective Date") that:
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(a) |
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(b) |
after satisfaction of the requirements of the laws of the State of Nevada |
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1.3 Articles of Incorporation
On the Effective Date, the Articles of Incorporation of LHSI, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Paragraph One of the Articles of the Incorporation of LHSI, as the
Surviving Corporation, shall be amended to state that the name of the corporation is "China Pediatric Pharmaceuticals, Inc.".
1.4 Directors and Officers
The directors and officers of LHSI immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by the law, the Articles of Incorporation of the Surviving Corporation.
2. CONVERSION OF SHARES
2.1 Common Stock of LHSI
Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder, thereof, each share of common stock of LHSI, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation par value
of $0.001 per share (the "Survivor Stock").
2.2 Common Stock of CPPI
Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of CPPI, par value of $0.001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.
2.3 Exchange of Certificates
Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitle to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.
3. EFFECT OF THE MERGER
3.1 Rights, Privileges, etc.
On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of CPPI and LHSI;
all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of CPPI and LHSI on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate,
or any interest therein vested in CPPI or LHSI, shall not revert or in any way be impaired by reason of
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this merger; and all of the rights of creditors of CPPI and LHSI shall be preserved unimpaired, and all liens upon the property of CPPI or LHSI shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall henceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the
same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.
3.2 Further Assurances
From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of CPPI such deeds and other instruments, and there shall be taken or caused to be taken by it such further 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 Corporation the title to and possession of all property, interest, assets, rights, privileges, immunities, powers franchises and authority of CPPI and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized n the name and on behalf of CPPI or otherwise to take an and all such action and to execute and deliver any and all such deeds and other instruments.
4. GENERAL
4.1 Abandonment
Notwithstanding any approval of Merger or this Agreement by the Board of Directors of CPPI or the Board of Directors of LHSI or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by written notice to all parties by either the Board of Directors of CPPI or the
Board of Directors of LHSI.
4.2 Amendment
At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the Board of Directors by both CPPI and LHSI.
4.3 Governing Law
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.
4.4 Counterparts
In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.
4.5 Electronic Means
Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of
the date hereof.
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IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date first set forth above.
CHINA PEDIATR/C PHARMACEUTICALS. INC.
By: /s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
Chief Executive Officer and President
LID HAIR STUDIOS INTERNATIONAL, INC.
By: /s/Xxx Xxx
Xxx Xxx
Chief Executive Officer and President
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