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PLAN AND AGREEMENT OF MERGER

 

This Plan and Agreement of Merger, dated as of April 26, 2011 (the “Agreement”), is made by and between SafedoX, Inc., a Wyoming corporation (“Acquiror”), and mind3power, Inc., a California corporation (“Target”) (Aquiror and Target being hereinafter collectively referred to as the “Constituent Corporations”).

 

WHEREAS, the Boards of Directors of Acquiror and Target have approved the acquisition of Target by Acquiror;

 

WHEREAS, in furtherance of such acquisition, the Boards of Directors of Acquiror and Target have each approved the merger of Target into Acquiror (the “Merger”), pursuant to an Agreement of Merger in the form attached hereto as Exhibit “A” (the “Merger Agreement”), and the transactions contemplated hereby, in accordance with the applicable provisions of the statutes of the States of Wyoming and California and upon the terms and subject to the conditions set forth herein; and

 

WHEREAS, for Federal income tax purposes, it is intended that the Merger shall qualify as a reorganization within the meaning of §368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the “Code”); and

 

WHEREAS, each of the parties to this Agreement desires to make certain representations, warranties and agreements in connection with the Merger and also to prescribe various conditions thereto; and

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Acquiror and Target hereby agree as follows:

 

ARTICLE I. THE MERGER

 

1.1 The Merger . At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the Merger Agreement, Target shall be merged with and into Acquiror, the separate corporate existence of Target shall cease and Acquiror shall continue as the surviving corporation, in accordance with the applicable provisions of the Wyoming Business Corporation Act (the “Wyoming Law”). Acquiror, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the “Surviving Corporation”.

 

 

 

1.2. Effective Time . As promptly as practicable after the satisfaction or waiver of the conditions set forth in Article VI, and provided that this Agreement has not been terminated or abandoned pursuant to Article VIII, the Constituent Corporations shall cause the Merger to be consummated by filing an Articles of Merger (the “WY Articles of Merger”) with the office of the Secretary of State of the State of Wyoming, in such form as required by, and executed in accordance with, the relevant provisions of the Wyoming Law, and by filing an Articles of Merger (the “CA Articles of Merger”) with the office of the Secretary of State of the State of California, in such form as required by, and executed in accordance with, the relevant provisions of the California Corporations Code (the “California Code”). Subject to, and in accordance with, the Wyoming Law, the Merger will become effective at the date and time the WY Articles of Merger are filed with the office of the Secretary of State of the State of Wyoming or such later time or date as may be specified in the WY Articles of Merger (the “Effective Time”). Each of the parties shall use its best efforts to cause the Merger to be consummated as soon as practicable following the fulfillment or waiver of the conditions specified in Article VI hereof.



 

1.3. Effect of the Merger . At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the Wyoming Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of Target shall vest in the Surviving Corporation, and all debts, liabilities and duties of Target shall become the debts, liabilities and duties of the Surviving Corporation.

 

1.4. Articles of Incorporation; Bylaws .

 

(a) Articles of Incorporation . At the Effective Time, the Articles of Incorporation of Acquiror, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Articles of Incorporation.

 

(b) Bylaws . The Bylaws of Acquiror, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended as provided by law, the Articles of Incorporation of the Surviving Corporation and such Bylaws.

 

1.5. Directors and Officers . The directors of Target immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, in each case to hold office in accordance with the Certificate of Incorporation and Bylaws of the Surviving Corporation. The officers of Target immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified.

 

1.6. Conversion of Securities . At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, the following shall occur:

 

(a) Cancellation of Target Common Stock . Each share of common stock of Target (the “Target Common Stock”) held in the treasury of Target and each such share of Target Common Stock owned by Acquiror or any direct or indirect wholly-owned subsidiary of Target immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto.

 

 

 

(b) Exchange of Target Common Stock . Each share of Target Common Stock which is outstanding immediately prior to the Effective Time, other than those shares of Target Common Stock cancelled as set forth in subsection (a) hereof, shall be converted into the right to receive shares of the $.0001 par value per share common stock of Acquiror (the “Acquiror Common Stock”), as follows:

 

at the Effective Time, each share of Target Common Stock shall be exchanged for 8,115 shares of Acquiror Common Stock, for a total of 21,100,000 shares of Acquiror Common Stock (these shares of Acquiror Common Stock are referred to as the “Closing Shares”). The Closing Shares are referred to as the “Merger Consideration”.

 

(c) The common stock of Acquiror issued and outstanding immediately prior to the Effective Time shall remain validly issued, fully paid and non-assessable common stock of the Surviving Corporation.

 

1.7. Surrender of and Exchange of Target Common Stock .

 

(a) As soon as practicable after the Effective Time, the stock certificates representing Target Common Stock issued and outstanding at the Effective Time (or affidavits of lost certificates in a form reasonably acceptable to Acquiror) shall be surrendered for exchange to the Surviving Corporation. Until so surrendered for exchange, each such stock certificate nominally representing Target Common Stock shall be deemed for all purposes (except for payment of dividends thereon or redemption thereof) to evidence the ownership of the number of shares of Acquiror Common Stock which the holder would be entitled to receive upon its surrender to the Surviving Corporation.

 

(b) No redemption with respect to Acquiror Common Stock shall be made with respect to any unsurrendered certificates representing shares of Target Common Stock with respect to which the shares of Acquiror Common Stock shall have been issued in the Merger, until such certificates shall be surrendered as provided herein.

 

(c) All rights to receive the Merger Consideration into which shares of Target Common Stock shall have been converted pursuant to this Article I shall be deemed to have been paid or issued, as the case may be, in full satisfaction of all rights pertaining to such shares of Target Common Stock.

 

1.8. Closing . The closing (the “Closing”) of the transactions contemplated by this Agreement shall take place (a) at the offices of Acquiror at 3:00 p.m., local time, on the earlier of (i) April 29, 2011, or (ii) the first business day immediately following the date on which the last of the conditions set forth in Article VI is fulfilled or waived, or (b) at such other time and place and on such other date as Acquiror and Target shall agree (the “Closing Date”).

 

 

 


Date: 2015-01-11; view: 582


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