PLAN AND AGREEMENT OF MERGER
BETWEEN
PAST-TELL LIMITED
(A Nevada Corporation)
and
PAST-TELL LIMITED
(A Utah Corporation)
This plan and agreement of merger made and entered into this
25th day of March, 1987, by and between Past-Tell Limited, a
Nevada corporation (herein sometimes referred to as the "Nevada
Corporation" or Surviving Corporation"), and Past-Tell Limited, a
Utah corporation (herein sometimes referred to as the "Utah
Corporation"), said corporations hereinafter sometimes referred
to jointly as the "Constituent Corporations".
WITNESSETH:
Whereas, the Nevada Corporation is a corporation organized
and existing under the laws of the State of Nevada, its
Certificate of Incorporation having been filed in the office of
the Secretary of State of the State of Nevada on March 24, 1987,
and the registered office of the Nevada corporation being located
at Xxx Xxxx Xxxxx Xxxxxx, Xxxx, Xxxxxx 00000, County of Washoe,
and the name of its registered agent in charge thereof being The
Corporation Trust Company; and
Whereas, the total number of shares of stock which the
Nevada Corporation has authority to issue is 25,000,000 of which
375,000 shares are now issued and outstanding, all of which are
owned by the Utah Corporation; and
Whereas, the sole purpose of the merger agreed to herein is
to change the domicile of the Utah Corporation to Nevada; and
Whereas, the Utah Corporation is a corporation organized and
existing under the laws of the State of Utah, its Articles of
Incorporation having been filed in the office of the Secretary of
State of the State of Utah on the 5th day of July, 1984, and a
Certificate of Incorporation having been issued by said Secretary
of State on that date; and
Whereas, the aggregate number of shares which the Utah
Corporation has authority to issue is 25,000,000 of which
3,335,000 shares are presently issued and outstanding and
entitled to vote on the Plan and Agreement of Merger; and
Whereas, the Board of Directors of each of the Constituent
Corporations deems it advisable that the Utah Corporation be
merged into the Nevada Corporation on the terms and conditions
hereinafter set forth, in accordance with the applicable
provisions of the statues of the States of Nevada and Utah
respectively, which permit such merger;
Now therefore, in consideration of the promises and of the
agreements, convenants and provisions hereinafter contained, the
Nevada Corporation and the Utah Corporation, by their respective
Boards of Directors have agreed and do hereby agree, each with
the other as follows:
ARTICLE I
The Utah Corporation and the Nevada Corporation shall be
merged into a single corporation, in accordance with applicable
provision of the laws of the State of Utah and of the State of
Nevada, by the Utah Corporation merging into the Nevada
Corporation, which shall be the Surviving Corporation. Such
merger shall be effective upon the according of a certificate of
Ownership and Merger with the Secretary of State of Nevada.
ARTICLE II
Upon the merger becoming effective as provided by the
applicable laws of the State of Utah and of the State of Nevada
(the time when the merger shall so become effective being
sometimes herein referred to as the "effective date of the merger"):
1. The two Constituent Corporations shall be a single
corporation, which shall be the Nevada Corporation as the
surviving corporation, and the separate existence of the Utah
Corporation shall cease except to the extent provided by the laws
of the State of Utah applicable to a corporation after its merger
into another corporation.
2. The Nevada Corporation shall thereupon and thereafter
possess all the rights, privileges, immunities and franchises, of
a public or a private nature, of each of the Constitute
Corporations. All property, real or personal, and all debts due
on whatever account, including subscriptions to shares, and all
other choses in action, and all and every other interest of, or
belonging to, or due to each of the Constituent Corporations,
shall be taken and deemed to be vested in the Surviving
Corporation without further act or deed; and the title to all
real estate, or any interest therein, vested in either of the
Constituent Corporations shall not revert or be in any way
impaired by reason of the merger.
3. The Nevada Corporation shall thenceforth be responsible and
liable for all of the liabilities and obligations of each of the
Constituent Corporations. Any claim existing or action or
proceeding pending by or against either of the Constituent
Corporations may be prosecuted to judgment as if the merger had
not taken place, or the Surviving Corporation may be substituted
in its place, and neither the rights or creditors nor any liens
upon the property of either of the Constituent Corporations shall
be impaired by the merger.
4. The aggregate amount of the net assets of the Constituent
Corporations which was available for the payment of dividends
immediately prior to the merger, to the extent that the value
thereof is not transferred to stated capital by the issuance of
shares of otherwise, shall continue to be available for the
payment of dividends by the Surviving Corporation.
5. The By-Laws of the Nevada Corporation as existing and
constituted immediately prior to the effective date of merger
shall by and constitute the By-Laws are attached hereto as
Exhibit A and by this reference made a part hereof.
6. The Board of Directors and the members thereof, and the
officers of the Nevada Corporation or Surviving Corporation shall
be as follows: Xxx Xxxxxxx-President and Director, Xxx
Xxxxxxxxx-Vice President and Director, and C. Xxxxxxx Xxxxxxxx-
Secretary/Treasurer and Director, and Xxxx Xxxxxxxxx-Director;
immediately prior to the effective date of merger shall be and
constitute the Board of Directors, and the members thereof, and
the officers of the Surviving Corporation.
ARTICLE III
The Certificate of Incorporation of the Nevada Corporation
shall not be amended in any respect, by reason of this Plan and
Agreement of Merger, and said Certificate of Incorporation, as
filed in the office of the secretary of State of the State of
Nevada on March 24, 1987, shall constitute the Certificate of
Incorporation of the Surviving Corporation, until further amended
in the manner provided bylaw, and is set forth in Exhibit B
attached hereto and by this reference made a part hereof. The
Certificate of Incorporation as set forth in said Exhibit B and
separate and apart from this Plan and Agreement of Merger, may be
certified separately as the Certificate of Incorporation of the
Surviving Corporation.
ARTICLE IV
The manner and basis of converting the shares of each of the
Constituent Corporations into shares of the Surviving Corporation
is as follows:
1. The 375,000 shares of stock of the Nevada Corporation now
owned and held by the Utah Corporation shall be cancelled and no
shares of stock of the Nevada Corporation shall be issued in
respect, thereof, and the capital of the Nevada Corporation shall
be deemed to be reduced by the amount of Three Hundred Seventy-
Five Dollars ($375), the amount represented by said 375,000
shares of stock.
2. Each share of the Utah Corporation shall be converted into
one fully paid and nonassessable share of capital stock of the
Nevada Corporation. After the effective date of the merger, each
owner of an outstanding certificate or certificates theretofore
representing shares of the Utah Corporation shall be entitled,
upon surrendering such certificate or certificates to the
Surviving Corporation, to receive in exchange therefor a
certificate or certificates representing the number of shares of
stock of the Surviving Corporation into which the shares to the
Utah Corporation theretofore represented by the surrendered
certificate or certificates shall have been converted as
hereinbefore provided. Until so surrendered; each outstanding
certificate which, prior to the effective date of the merger,
represented shares of the Utah Corporation shall be deemed for
all corporate purposes, to represent the ownership of the common
stock of the Surviving Corporation on the basis hereinbefore
provided.
ARTICLE V
The Utah Corporation shall pay all expenses of carrying this
agreement of merger into effect and accomplish the merger herein
provided for.
ARTICLE VI
If at any time the Surviving Corporation should consider or
be advised that any further assignment or assurance in law is
necessary or desirable to vest in the Surviving Corporation the
title to any property or rights of the Utah Corporation, the
proper officers and directors of the Utah Corporation shall, and
will execute and make all such proper assignments and assurances
in law and do all things necessary or proper to thus vest such
property or rights in the Surviving Corporation, and otherwise to
carry out the purposes of this Plan and Agreement of Merger.
ARTICLE VII
This Plan and Agreement of Merger has been submitted to and
approved by the shareholders of each of the Constituent
Corporations, as provided by law, and shall take effect upon the
filing of the Certificate of Ownership and Merger with the
Secretary of State of the State of Nevada. Anything herein or
elsewhere to the contrary notwithstanding, this Plan and
Agreement of Merger may be abandoned by either of the constituent
corporations by an appropriate resolution of its board of
directors at any time prior to its approval or adoption by the
shareholders and stockholders thereof, or by the mutual consent
of the Constituent Corporations evidenced by appropriate
resolutions of their respective boards of directors, at any time
prior to the effective date of the merger.
In witness whereof, the Nevada Corporation and the Utah
Corporation pursuant to the approval and authority duly given by
resolutions adopted by their respective boards of directors have
caused this Plan of Agreement of Merger to be executed by the
President and Attested by the secretary of each party hereto, and
the corporate seal affixed.
PAST-TELL LIMITED PAST-TELL LIMITED
A Utah Corporation A Nevada Corporation
By: /s/ Xxx Xxxxxxx By: /s/ Xxx Xxxxxxx
Xxx Xxxxxxx, President Xxx Xxxxxxx, President
By: /s/ C. Xxxxxxx Xxxxxxxx By: /s/ C. Xxxxxxx Xxxxxxxx
C. Xxxxxxx Xxxxxxxx, Secretary C. Xxxxxxx Xxxxxxxx, Secretary
State of Utah )
) ss.
County of Salt Lake City)
On the 12th day of March, 1987 personally appeared before
me, a Notary Public, Xxx Xxxxxxx, the President of Past-Tell
Limited, a Utah Corporation, and Past-Tell Limited, a Nevada
Corporation, who duly acknowledged to me that he executed this
Agreement pursuant to a Resolution of the Board of Directors of
said Corporations and shareholder approval thereof.
/s/
Notary Public
State of Utah )
) ss.
County of Salt Lake City)
On the 12th day of March, 1987, personally appeared before
me, a Notary Public, C. Xxxxxxx Xxxxxxxx, the Secretary of Past-
Tell Limited, a Utah Corporation, and Past-Tell Limited, a Nevada
Corporation, who duly acknowledged to me that he executed this
Agreement pursuant to a Resolution of the Board of Directors of
said Corporations and shareholder approval thereof.
/s/
Notary Public
