AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made
and entered into as of this 6th day of March 1999, by and between
Casinovations Incorporated, a Washington corporation (the
"Washington Corporation"), and Casinovations Nevada Incorporated,
a Nevada corporation (the "Nevada Corporation" and collectively
with the Washington Corporation, the "Constituent Corporations").
W I T N E S S E T H:
WHEREAS, the Washington Corporation is a corporation
incorporated in the State of Washington on September 29, 1995 and
duly organized and existing under the laws of the State of
Washington, Title 23B of the Revised Code of Washington (the
"RCW").
WHEREAS, the Nevada Corporation is a corporation
incorporated in the State of Nevada on March 4, 1999 and duly
organized and existing under the laws of the State of Nevada,
Chapter 78 of the Nevada Revised Statutes (the "NRS").
WHEREAS, the principal offices of the Washington Corporation
and the Nevada Corporation are located at 0000 Xxxxx Xxxxxxx
Xxxxxx, Xxx Xxxxx, Xxxxxx 00000.
WHEREAS, the Washington Corporation and the Nevada
Corporation have approved the merger of the Washington
Corporation with and into the Nevada Corporation with the Nevada
Corporation as the surviving corporation by a statutory merger
upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the several and mutual
promises, agreements, covenants, understandings, undertakings,
representations and warranties hereinafter set forth, and for
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree
that the Recitals are true and correct and by this reference
incorporated herein as if fully set forth and further covenant
and agree as follows:
1. MERGER. At the Effective Date (as defined below), the
Washington Corporation shall be merged with and into the Nevada
Corporation (the "Merger"), and the Nevada Corporation shall be
the surviving corporation in accordance with the provisions of
Chapter 92A of the NRS and Title 23B.11 of the RCW. The Nevada
Corporation shall be and continue in existence as the surviving
corporation (the "Surviving Corporation") and the separate
corporate existence of the Washington Corporation shall cease.
2. EFFECTIVE DATE. Pursuant to Section 23B.01.230 of the
RCW and Section 92A.240 of the NRS, the Constituent Corporations
hereby designate April 1, 1999, as the effective date of the
Merger (the "Effective Date").
3. ARTICLES OF INCORPORATION. The Articles of
Incorporation of the Nevada Corporation in effect on the
Effective Date shall continue (until amended or repealed as
provided by applicable law) to be the Articles of Incorporation
of the Surviving Corporation after the Effective Date without
change or amendment with the exception of the amendment of
Article I that shall be amended to read in its entirety as
follows:
ARTICLE I
NAME
The name of the corporation is:
Casinovations Incorporated (the "Corporation").
4. BYLAWS. The Bylaws of the Nevada Corporation in effect
on the Effective Date shall continue (until amended or repealed
as provided by applicable law) to be the Bylaws of the Surviving
Corporation after the Effective Date without change or amendment.
5. EFFECT OF MERGER. At the Effective Date, the Surviving
Corporation shall continue in existence and, without further
transfer, succeed to and possess all of the rights, privileges,
and purposes of each of the Constituent Corporations; and all of
the property, real and personal, including subscriptions to
shares, causes of action and every other asset of each of the
Constituent Corporations, shall vest in the Surviving Corporation
without further act or deed; and the Surviving Corporation shall
be liable for all of the liabilities, obligations and penalties
of each of the Constituent Corporations. No liability or
obligation due or to become due, claim or demand for any cause
existing against either Constituent Corporation, or any
stockholder, officer, director or employee thereof, shall be
released or impaired by the Merger. No action or proceeding,
whether civil or criminal, then pending by or against either
Constituent Corporation or any stockholder, officer, director or
employee thereof shall xxxxx or be discontinued by the Merger,
but may be enforced, prosecuted, defended or settled or
compromised as if the Merger had not occurred or the Surviving
Corporation may be substituted in any action or proceeding in
place of either Constituent Corporation. If at any time the
Surviving Corporation shall consider or be advised that any
further assignments, conveyances or assurances in law are
necessary or desirable to vest, perfect or confirm of record in
the Surviving Corporation the title to any property or rights of
the Constituent Corporations, or otherwise to carry out the
provisions hereof, the proper officers and directors of the
Constituent Corporations, as of the Effective Date, shall execute
and deliver any and all things necessary or proper to vest,
perfect or confirm title to such property or rights in the
Surviving Corporation, and otherwise to carry out the provisions
hereof.
6. CONVERSION OF OUTSTANDING SHARES. Upon the Effective
Date and by virtue of the Merger and without any action on the
part of the holders thereof, each issued and outstanding share of
common stock of the Washington Corporation shall be immediately
canceled and converted into one share of common stock of the
Nevada Corporation. Outstanding stock certificates representing
shares of common stock of the Washington Corporation shall
thenceforth represent the same number of shares of common stock
of the Nevada Corporation, and the holder thereof shall be
entitled to precisely the same rights as a holder of certificates
issued by the Surviving Corporation. Upon the surrender to the
transfer agent of the Surviving Corporation, Continental Stock
Transfer & Trust Company, of any stock certificate representing
shares of common stock of the Washington Corporation, the holder
or transferee of the holder of such surrendered certificates
shall receive in exchange therefore a certificate or certificates
of shares of common stock of the Surviving Corporation.
7. CONVERSION OF STOCK OPTIONS AND WARRANTS. Upon the
Effective Date and by virtue of the Merger and without any action
on the part of the holders thereof, each issued and outstanding
option, warrant or right to purchase or otherwise acquire shares
of common stock of the Washington Corporation shall be converted
into and become an option or right to purchase or otherwise
acquire a proportionate number of shares of common stock of the
Nevada corporation on the same terms and conditions, and, in
connection therewith, a proportionate number of shares of common
stock of the Surviving Corporation
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shall be reserved for issuance by the Surviving Corporation as
were reserved by the Washington Corporation immediately prior to
the Effective Date.
8. BOARD OF DIRECTORS AND OFFICERS. The Board of
Directors and all officers of the Nevada Corporation in effect on
the Effective Date shall be the Board of Directors and the
officers of the Surviving Corporation.
9. SURVIVAL OF POLICIES. All corporate acts, plans,
policies, approvals and authorizations of the Washington
Corporation, its stockholders, Board of Directors, committees
elected or appointed by the Board of Directors, officers and
agents, which were valid and effective immediately prior to the
Effective Date shall be taken for all purposes as the acts,
plans, policies, approvals and authorizations of Surviving
Corporation and shall be as effective and binding thereon as they
were on the Washington Corporation.
10. TAX EFFECT. The Constituent Corporations intend the
Merger to qualify as a "tax-free" reorganization within the
definition of Section 386(a)(1)(F) of the Internal Revenue Code
of 1986, as amended.
11. APPROVAL OF STOCKHOLDERS. The Agreement shall be
submitted to the stockholders of each Constituent Corporation as
provided by the RCW and the NRS. There shall be required for the
adoption of the Agreement (a) the affirmative vote of not less
than a two thirds (2/3) of the holders of the common stock of the
Washington Corporation, and (b) the affirmative vote of more than
a majority of the voting power of the Nevada Corporation.
12. DISSENTERS' RIGHTS. The rights of dissenting
stockholders for either of the Constituent Corporations shall be
governed by the RCW and the NRS, respectively.
13. REGULATORY APPROVALS. The consummation of the Merger
shall be subject to obtaining any and all consents or approvals
determined by the respective Boards of Directors of the
Constituent Corporations to be necessary to effect the Merger.
14. TERMINATION OR ABANDONMENT. This Agreement may be
terminated and/or the Merger abandoned at any time prior to the
Effective Date by either the Washington Corporation or the Nevada
Corporation by action of their respective Boards of Directors.
In the event of termination of the Agreement and/or abandonment
of the Merger, this Agreement shall become void and of no further
force and effect without liability on the part of either of the
Constituent Corporations, its stockholders, Board of Directors
and officers thereof.
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IN WITNESS WHEREOF, each party to this Agreement and Plan of
Merger, pursuant to the authority duly given by their respective
Boards of Directors, has caused this Agreement and Plan of Merger
to be executed on its behalf by its President and attested to by
its Secretary as the date and year first written above.
CASINOVATIONS INCORPORATED,
a Washington Corporation
By: /s/ Xxxxxx X. Xxxx
-----------------------------------
Xxxxxx X. Xxxx, President and CEO
By: /s/ Xxx X. Xxxx
-----------------------------------
Xxx X. Xxxx, Secretary
CASINOVATIONS INCORPORATED,
a Nevada corporation
By: /s/ Xxxxxx X. Xxxx
-----------------------------------
Xxxxxx X. Xxxx, President and CEO
By: /s/ Xxx X. Xxxx
-----------------------------------
Xxx X. Xxxx, Secretary
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