EX-2.2
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
WSN GROUP, INC. (NEVADA)
AND
WSN GROUP, INC. (DELAWARE)
This Agreement and Plan of Merger ("Agreement") between WSN
Group, Inc. ("WSN Group Nevada" or "Surviving Corporation") and WSN
Group, Inc. ("WSN Group Delaware"), the two corporations acting by
their respective boards of directors and sometimes collectively
referred to as the "Constituent Corporations," is entered into this
11th day of June, 2001 in Santa Ana, California, and will have an
effective date, if approved as set forth in Article I, Section 1
hereafter, of June 11, 2001 ("Effective Date").
WHEREAS, WSN Group Nevada is a corporation organized and existing
under the laws of the State of Nevada, having been incorporated on
January 29, 2001, with its principal business office to be located at
0000 Xxxxxxxxxxx Xx., Xxxxx X, Xxxxx Xxx, XX 00000;
WHEREAS, the authorized capital stock of WSN Group Nevada is Five
Hundred Million (500,000,000) shares of common stock, par value of One
Tenth of One Cent ($0.001) per share, none of which have been issued;
WHEREAS, Nevada Revised Statutes 92A.190 confers upon WSN Group
Nevada the power to merge with a foreign corporation, and Nevada
Revised Statutes 92A.250 confers upon WSN Group Nevada the right to
issue its own shares in exchange for shares of any corporation to be
merged into WSN Group Nevada;
WHEREAS, WSN Group Delaware is a corporation organized and
existing under the laws of the State of Delaware, having been
originally incorporated on August 14, 1984 as U.S.A. Growth, Inc. On
October 10, 1999 Certificate of Merger of World Shopping Network, Inc.
into U.S.A. Growth, Inc. was filed with the State of Delaware.
Pursuant to the Certificate of Merger the First Article of the
Certificate of Incorporation amended the change of the name of the
Corporation to World Shopping Network, Inc. On June 11, 2001, an
Amended Certificate of Incorporation was filed with the Secretary of
State, Delaware amending the First Article of the Certificate of
Incorporation to change the name of the corporation to WSN Group, Inc.
WHEREAS, the authorized capital stock of WSN Group Delaware
consists of One Hundred Million (100,000,000) shares of common stock,
par value of One Tenth Cent ($0.001) per share, of which Thirty Two
Million, Nine Hundred and Seventy Five, Two Hundred and Two
(32,975,202) shares are presently issued and outstanding. Section 252
of the Delaware Statutes provides that a foreign corporation and a
domestic corporation may be merged and the foreign corporation can be
the surviving entity.
WHEREAS, the respective boards of directors of WSN Group Nevada
and WSN Group Delaware deem it desirable and in the best interests of
the corporations and their stockholders that the corporations enter
into this Agreement and merge pursuant to the terms and conditions
contained herein and for the sole purpose of redomiciling the
corporation into the State of Nevada; and
WHEREAS, in order to consummate this merger and in consideration
of the mutual benefits to be derived and the mutual agreements
contained herein, WSN Group Nevada and WSN Group Delaware approve and
adopt this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual
agreements, provisions and covenants herein contained, it is agreed by
and between the parties that, in accordance with the provisions of the
laws of the State of Nevada, WSN Group Nevada and WSN Group Delaware
shall be, and they are, as of the merger date (as defined in Article
I, Section 2 hereafter) merged into a single surviving corporation,
which shall be and is WSN Group Nevada, one of the Constituent
Corporations, which shall continue its corporate existence and remain
a Nevada corporation governed by the laws of that state, all on the
terms and conditions set forth as follows:
ARTICLE I
MERGER
1. Shareholder Approval.
Within thirty (30) days from the date of this Agreement, or such
longer period as the parties hereto shall agree upon in writing, this
Agreement shall be submitted for approval and adoption, pursuant to
and in accordance with the applicable provisions of the laws of the
State of Nevada and the State of Delaware, to the holders of common
stock of WSN Group Nevada and to the holders of common shares of WSN
Group Delaware at duly held shareholders= meetings or by unanimous
written consent. This Agreement shall be approved and adopted upon
receiving the affirmative vote of the holders of a majority of the
common stock of WSN Group Nevada outstanding on the record date
established for determining the holders of WSN Group Nevada common
stock entitled to vote at such WSN Group Nevada shareholders' meeting,
and the affirmative vote of a majority of the common shares of WSN
Group Delaware outstanding on the record date established for
determining the holders of common shares entitled to vote at such WSN
Group Delaware shareholders' meeting. If this Agreement shall be so
approved and adopted, WSN Group Nevada and WSN Group Delaware shall
immediately proceed to effectuate the merger of WSN Group Delaware
into WSN Group Nevada. If this Agreement shall not be so approved and
adopted, it shall, without any further action by the parties, other
than certification to the other Constituent Corporation of the results
of the vote by the Secretary or Clerk, as the case may be, of the
Constituent Corporation the shareholders of which shall not have
approved or adopted this Plan, be cancelled without liability from
either party to the other.
2. Filings After Shareholder Approval.
Under Section 252 of the Delaware Statutes, WSN Group Delaware
will cease to exist and WSN Group Nevada will possess all the powers
and property formerly possessed by WSN Group Delaware upon approval of
this Agreement by its shareholders, and the filing with the Delaware
Secretary of State the following (A) an agreement that WSN Group, Inc.
may be served with process in Delaware, in any proceeding for
enforcement of any obligation of any constituent corporation of
Delaware, as well as for enforcement of any obligation of the
surviving or resulting corporation arising from the merger or
consolidation, including any suit or other proceedings pursuant to
section 262 of the Delaware Statutes, and shall irrevocably appoint
the Secretary of State as its agent to accept service of process in
any such suit or other proceedings and shall specify the address to
which a copy of such process shall be mailed by the Secretary of
State. Under Section 251 of the Delaware Statutes, the effective date
of the merger is the date on which the merger becomes effective in the
State of Nevada.
As soon as practicable after the approval of the merger by the
shareholders of WSN Group Nevada has been obtained and all other
conditions to the obligations of the parties to this agreement to the
effect the merger shall have been satisfied or waived, WSN Group
Nevada shall file with the Nevada Secretary of State a duly executed
Articles of Merger, as required by Nevada Revised Statutes 92A.200,
and take such other and future actions as may be required by Nevada
law to make the merger effective. The merger of WSN Group Delaware
into WSN Group Nevada shall become effective upon the filing of the
Articles of Merger with the Nevada Secretary of State ("Merger Date").
3. Effect of Merger.
WSN Group Nevada shall succeed to, without other transfer, and
shall possess and enjoy all rights, privileges, powers and franchises
as well of a public as of a private nature, and be subject to all
restrictions, disabilities and duties of each of two Constituent
Corporations, and all and singular, the rights, privileges, powers and
franchises of each of corporations, and all property, real, personal
and mixed, and all debts to either of Constituent Corporations on
whatever account, as well for stock subscriptions as all other things
in action or belonging to each of the corporations shall be vested in
the Surviving Corporation; and all property, rights, privileges,
powers and franchises, and all and every other interest shall be as
effectually property of the Surviving Corporation as they were of
Constituent Corporations, provided, that all rights of creditors and
all liens on any property of each of Constituent Corporations shall be
preserved unimpaired, limited to property affected by the liens at
time of merger, and all debts, liabilities and duties of Constituent
Corporations shall attach to the Surviving Corporation, and may be
enforced against it to the same extent as if debts, liabilities and
duties had been incurred or contracted by it. If at any time the
Surviving Corporation shall deem or be advised that any further
assignments or assurances in law or things are necessary or desirable
to vest, or to perfect or confirm, of record or otherwise, in the
Surviving Corporation the title to any property acquired or to be
acquired by reason of or as a result of merger provided for by this
agreement, proper officers and directors of each of Constituent
Corporations shall execute and deliver all proper deeds, assignments
and assurances in law and do all things necessary or proper to vest,
perfect or confirm title to property in the Surviving Corporation and
otherwise to carry out the purpose of this Agreement.
ARTICLE II
NAME AND CONTINUED CORPORATE EXISTENCE
OF SURVIVING CORPORATION
The corporate name of WSN Group Nevada, the Constituent
Corporation whose corporate existence is to survive this merger and
continue thereafter as the Surviving Corporation, and its identity,
existence, purposes, powers, objects, franchises, rights and
immunities shall continue unaffected and unimpaired by the merger, and
the corporate identity, existence, purposes, powers, objects,
franchises, rights and immunities of WSN Group Delaware shall be
wholly merged into WSN Group Nevada. Accordingly, on the Merger Date
the separate existence of WSN Group Delaware, except insofar as
continued by statute, shall cease.
ARTICLE III
GOVERNING LAW
CERTIFICATE OF INCORPORATION
As stated, the laws of State of Nevada shall govern the Surviving
Corporation. From and after the Merger Date, the Articles of
Incorporation of WSN Group Nevada attached as Appendix A (which
Appendix A represents the certificate of incorporation of WSN Group
Nevada filed in the office of the Secretary of State of the State of
Nevada on January 29, 2001) shall be and become the certificate of
incorporation of the Surviving Corporation. In addition to the powers
conferred upon it by law, the Surviving Corporation shall have the
powers set forth in Appendix A and be governed by those provisions.
From and after the Merger Date, and until further amended as provided
by law, Appendix A may be certified, separate and apart from this
agreement, as the certificate of incorporation of the Surviving
Corporation.
ARTICLE IV
BYLAWS OF SURVIVING CORPORATION
From and after the Merger Date the present bylaws of WSN Group
Nevada shall be and become the bylaws of the Surviving Corporation
until they shall be altered, amended or repealed, or until new bylaws
shall be adopted, in accordance with the provisions of law, the bylaws
and the certificate of incorporation of the Surviving Corporation.
ARTICLE V
DIRECTORS AND OFFICERS
1. Directors.
The number of directors of the Surviving Corporation, who shall
hold office until their successors have been duly elected and shall
have qualified, or as otherwise provided in the certificate of
incorporation of WSN Group Nevada or its bylaws, shall be three (4)
until changed by action of the Board of Directors of the Surviving
Corporation pursuant to its bylaws; and the respective names of the
first directors of the Surviving Corporation are as follows:
Xxxx X. Xxxxx
Xxxx Xxxxx
Xxxxxx Xxxxxxxxxxxx
Xxxx Xxx
If, on or after the Merger Date, a vacancy shall for any reason exist
in the Board of Directors of the Surviving Corporation, or in any of
the offices, the vacancy shall be filled in the manner provided in the
certificate of incorporation of WSN Group Nevada or in its bylaws.
2. Annual Meeting.
The first annual meeting of the shareholders of the Surviving
Corporation after the Merger Date shall be the annual meeting provided
by the bylaws of WSN Group Nevada for the year 2001.
3. Officers.
The first officers of the Surviving Corporation, who shall hold
office until their successors have been elected or appointed and shall
have qualified, or as otherwise provided in its bylaws, are as follows:
Xxxx X. Xxxxx, President
Xxxx Xxxxx, Secretary
Xxxxxx Xxxxxxxxxxxx, Treasurer
Xxxx Xxx, Chief Financial Officer
ARTICLE VI
CAPITAL STOCK OF SURVIVING CORPORATION
The capitalization of the Surviving Corporation upon the Merger
Date shall be as set forth in the certificate of incorporation of WSN
Group Nevada.
ARTICLE VII
CONVERSION OF SHARES ON MERGER
Each of the shares of common stock, par value of One Tenth Cent
($0.001) per share, of WSN Group Delaware outstanding on the Merger
Date ("WSN Group Delaware Stock"), and all rights shall upon the
Merger Date be converted into one share of common stock, par value One
Tenth of One Cent ($0.001) per share of WSN Group Nevada ("WSN Group
Nevada Stock"). At any time and from time to time after the Merger
Date, each holder of an outstanding certificate or certificates
representing shares of WSN Group Delaware Stock shall be entitled,
upon the surrender of the certificate or certificates at the office of
an transfer agent of WSN Group Nevada to be designated by the Board of
Directors of WSN Group Nevada to receive in exchange a certificate or
certificates representing the number of shares of WSN Group Nevada
Stock into which the shares of WSN Group Delaware Stock represented by
the certificate or certificates surrendered shall have been converted.
No dividend shall be paid by WSN Group Nevada to the holders of
outstanding certificates expressed to represent shares of WSN Group
Delaware Stock, but, upon surrender and exchange as provided, there
shall be paid to the record holder of the certificate or certificates
for WSN Group Nevada Stock issued in exchange therefor an amount with
respect to each such share of WSN Group Nevada Stock equal to all
dividends which shall have been paid or become payable to holders of
record of WSN Group Nevada Stock between the Merger Date and the date
of exchange.
ARTICLE VIII
ASSETS AND LIABILITIES
On the Merger Date, all property, real, personal and mixed, and
all debts due to either of the Constituent Corporations on whatever
account, as well for stock subscriptions as all other choses in
action, and all and every other interest of or belonging to either of
Constituent Corporations shall be taken by and deemed to be
transferred to and vested in the Surviving Corporation without further
act or deed; and all property and every other interest shall be as
effectually the property of the Surviving Corporation as it was of the
respective Constituent Corporations, and the title to any real estate
or any interest, whether vested by deed or otherwise, in either of the
Constituent Corporations shall not revert or be in any way impaired by
reason of the merger; provided, however, that all rights of creditors
and all liens upon the property of either of the Constituent
Corporations shall be preserved unimpaired, and all debts,
liabilities, obligations and duties of the respective Constituent
Corporations shall attach to the Surviving Corporation, and may be
enforced against it to the same extent as if the debts, liabilities,
obligations and duties had been incurred or contracted by it. Any
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 submitted in place of
either of the Constituent Corporations. The parties respectively agree
that from time to time, when requested by the Surviving Corporation or
by its successors or assigns, they will execute and deliver or cause
to be executed and delivered all deeds and instruments, and will take
or cause to be taken all further or other action, as the Surviving
Corporation may deem necessary or desirable in order to vest in and
confirm to the Surviving Corporation or its successors or assigns
title to and possession of all the property and rights and otherwise
carry out the intent and purposes of this Agreement.
ARTICLE IX
CONDUCT OF BUSINESS BY CONSTITUENT CORPORATIONS
Prior to the Merger Date WSN Group Delaware shall conduct its
business in its usual and ordinary manner, and shall not enter into
any transaction other than in the usual and ordinary course of such
business except as provided. Without limiting the generality of the
above, WSN Group Delaware shall not, except as otherwise consented to
in writing by WSN Group Nevada or as otherwise provided in this
agreement:
1. Issue or sell any shares of its capital stock in addition to those
outstanding on this date, except shares issued pursuant to rights or
options outstanding at that date;
2. Issue rights to subscribe to or options to purchase any shares of
its stock in addition to those outstanding on this date;
3. Amend its certificate of incorporation or its bylaws;
4. Issue or contract to issue funded debt;
5. Declare or pay any dividend or make any other distribution upon or
with respect to its capital stock.
6. Repurchase any of its outstanding stock or by any other means
transfer any of its funds to its shareholders either selectively or
rateably, in return for value or otherwise, except as salary or other
compensation in the ordinary or normal course of business;
7. Undertake or incur any obligations or liabilities except current
obligations or liabilities in the ordinary course of business and
except for liabilities for fees and expenses in connection with the
negotiation and consummation of the merger in amounts to be determined
after the Merger Date;
8. Mortgage, pledge, subject to lien or otherwise encumber any realty
or any tangible or intangible personal property;
9. Sell, assign or otherwise transfer any tangible assets of whatever
kind, or cancel any claims, except in the ordinary course of business;
10. Sell, assign, or otherwise transfer any trademark, trade name,
patent or other intangible asset;
11. Default in performance of any material provision of any
material contract or other obligation;
12. Waive any right of any substantial value; or
13. Purchase or otherwise acquire any equity or debt security of
another corporation except to realize on an otherwise worthless debt.
ARTICLE X
WARRANTIES OF THE CONSTITUENT CORPORATIONS
1. Representations and Warranties of WSN Group Delaware.
WSN Group Delaware covenants, represents and warrants to WSN
Group Nevada that:
a. It is on the date of this Agreement, and will be on the Merger
Date, (a) a corporation duly organized and existing and in good
standing under the laws of the jurisdiction of the State of Delaware
(b) duly authorized under its articles, and under applicable laws, to
engage in the business carried on by it, and (c) it is fully qualified
to do business in the State of Delaware;
b. All federal, state and local tax returns required to be filed by it
on or before the Merger Date will have been filed, and all taxes shown
to be required to be paid on or before the Merger Date will have been
paid;
c. It will use its best efforts to collect the accounts receivable
owned by it on or prior to the Merger Date and will follow its past
practices in connection with the extension of any credit prior to the
Merger Date;
d. All fixed assets owned by it and employed in its business are of
the type, kind and condition appropriate for its business and will be
operated in the ordinary course of business until the Merger Date;
e. All leases now held by it are now and will be on the Merger Date in
good standing and not voidable or void by reason of any default
whatsoever;
f. During the period between June 11, 2001, and the date of this
Agreement, except as disclosed in writing to WSN Group Nevada, has not
taken any action, or suffered any conditions to exist, to any material
or substantial extent in the aggregate, which it has agreed in Article
IX or this Article X of this Agreement not to take or to permit to
exist during the period between the date of this agreement and the
Merger Date;
g. It has not been represented by any broker in connection with the
transaction contemplated, except as it has advised WSN Group Nevada in
writing; and
h. Its Board of Directors has, subject to the authorization and
approval of its stockholders, authorized and approved the execution
and delivery of this Agreement, and the performance of the
transactions contemplated by this Agreement.
i. WSN Group Delaware, in addition to other action which is has
covenanted, represented, and warranted to WSN Group Nevada that it
shall take, shall also:
(1) Use its best efforts to preserve its business organization
intact, to keep available to WSN Group Nevada the present officers and
employees of WSN Group Delaware, and to preserve for WSN Group Nevada
the relationships of WSN Group Delaware with suppliers and customers
and others having business relations with WSN Group Delaware; and
(2) Not increase the compensation, wages, or other benefits payable
to its officers or employees, other than increases which WSN Group
Nevada has approved in writing.
2. Representations and Warranties of WSN Group Nevada.
WSN Group Nevada covenants, represents and warrants to WSN Group
Delaware that:
a. WSN Group Nevada is a corporation duly organized and existing and
in good standing under the laws of the State of Nevada and has the
corporate power to own its properties and to carry on its business as
now being conducted; and
Its Board of Directors has, subject to the authorization and approval
of its stockholders, authorized and approved the execution and
delivery of this Agreement, and the performance of the transactions
contemplated by this Agreement.
ARTICLE XI
CONSUMMATION OF MERGER
If the merger contemplated is completed, all expenses incurred in
consummating the plan of merger shall, except as otherwise agreed in
writing between the Constituent Corporations, be borne by WSN Group
Nevada. If the merger is not completed, each of the Constituent
Corporations shall be liable for, and shall pay, the expenses incurred
by it.
Notwithstanding shareholder authorization and at any time prior
to the filing, the filing and recording of this agreement may be
deferred from time to time by mutual consent of the respective boards
of directors of each of the Constituent Corporations, and, to the
extent provided in (a), (b), (c) and (d) below, the merger may be
abandoned:
1. By the mutual consent of the respective Boards of Directors of
each of the Constituent Corporations;
2. At the election of the Board of Directors of WSN Group Nevada, if
(a) demands by shareholders for appraisal of their shares of WSN Group
Delaware Stock have been received from the holders of twenty-five
percent (25%) or more of the outstanding shares, or (b) in the
judgment of the Board any judgment is rendered relating to any legal
proceeding not commenced and the existence of the judgment will or may
materially affect the rights of either Constituent Corporation to
sell, convey, transfer or assign any of its assets or materially
interfere with the operation of its business, renders the merger
impracticable, undesirable or not in the best interests of its
shareholders;
3. By the Board of Directors of WSN Group Nevada if there shall not
have been submitted to WSN Group Nevada the opinion of counsel for WSN
Group Delaware, in form and substance satisfactory to WSN Group
Nevada, to the effect that (1) WSN Group Delaware is a validly
organized and duly existing corporation, (2) this Agreement has been
duly authorized by, and is binding xxxx, XXX Group Delaware in
accordance with its terms, and (3) all the properties, estate,
rights, privileges, powers and franchises of WSN Group Delaware and
all debts due to WSN Group Delaware shall be transferred to and vested
in WSN Group Nevada, as the Surviving Corporation, without further act
or deed, subject only to any legal requirements for recording or
filing any instruments of conveyance, assignment or transfer, the
giving of notice of any such conveyance, assignment or transfer,
consents of third parties and governmental authorities to assignment
of any contract or lease, and other specified exceptions acceptable to
WSN Group Nevada;
4. At the election of the Board of Directors of WSN Group Delaware
if there shall not have been submitted to WSN Group Delaware the
opinion of counsel for WSN Group Nevada, in form and substance
satisfactory to WSN Group Delaware, to the effect that (1) WSN Group
Nevada is a validly organized and duly existing corporation, (2) this
Agreement has been duly authorized by, and is binding xxxx, XXX Group
Nevada in accordance with its terms, (3) when Articles of Merger shall
have been filed as provided in this Agreement, the merger will become
effective and all liabilities and obligations of WSN Group Delaware
will become the liabilities and obligations of WSN Group Nevada, as
the surviving corporation, fully and without any further action by
either Constituent Corporation, (4) the WSN Group Delaware Stock will
be converted into WSN Group Nevada Stock, (5) the WSN Group Nevada
Stock into which the WSN Group Delaware Stock will be converted as
provided herein will be legally and validly authorized, exempt from
the registration requirements of Section 5 of the Securities Act of
1933, as amended, ("Act"), provided by Section 3(a)(10) thereof,
exempt from the registration requirements of Nevada Revised Statutes
90.460, as amended, provided by Nevada Revised Statutes 90.530(11),
and may be issued without a restrictive legend pursuant to Rule
145(a)(2) under the Act if the shares of WSN Group Delaware are
otherwise unrestricted, and (6) when issued will be validly issued,
fully paid and nonassessable stock of the surviving corporation;
ARTICLE XII
RESIDENT AGENT
The respective names of the county and the city within the county
in which the principal office of the surviving corporation is to be
located in the State of Nevada, the street and number of this office,
the name of the registered agent will, as of the Merger Date, be as
set forth in Article Second of the Articles of Incorporation of the
Surviving Corporation.
ARTICLE XIII
RIGHT TO AMEND ARTICLES OF INCORPORATION
The Surviving Corporation reserves the right to amend, alter,
change or repeal its Articles of Incorporation in the manner now or
later prescribed by statute or otherwise authorized by law; and all
rights and powers conferred in the certificate of incorporation on
shareholders, directors or officers of WSN Group Nevada, or any other
person, are subject to this reserved power.
ARTICLE XIV
MISCELLANEOUS
1. Access to Books and Records.
To enable WSN Group Nevada to coordinate the activities of WSN
Group Delaware into those of WSN Group Nevada on and after the Merger
Date, WSN Group Delaware shall, before the Merger Date, afford to the
officers and authorized representatives of WSN Group Nevada free and
full access to the plants, properties, books and records of WSN Group
Delaware, and the officers of WSN Group Delaware will furnish WSN
Group Nevada with financial and operating data and other information
as to the business and properties of WSN Group Delaware as WSN Group
Nevada shall from time to time reasonably request. WSN Group Nevada
shall, before the Merger Date, afford to the officers and authorized
representatives of WSN Group Delaware such access, and WSN Group
Nevada's officers will furnish such data and information to WSN Group
Delaware, as may be reasonably required by WSN Group Delaware for the
preparation of its proxy statement in connection with the meeting of
shareholders to be called pursuant to section 1 of Article I of this
Agreement. WSN Group Nevada and WSN Group Delaware agree that, unless
and until the merger contemplated by this Agreement has been
consummated, WSN Group Nevada and WSN Group Delaware and their
officers and representatives will hold in strict confidence all data
and information obtained from one another as long as it is not in the
public domain, and if the merger provided for is not consummated as
contemplated, WSN Group Nevada and WSN Group Delaware will each return
to the other party all data as the other party may reasonably request.
2. Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall not be
capable of being waived or varied other than by an express waiver or
variation in writing. Any failure to exercise or any delay in
exercising any of such rights shall not operate as a waiver or
variation of that or any other such right. Any defective or partial
exercise of any of such rights shall not preclude any other or further
exercise of that or any other such right. No act or course of conduct
or negotiation on the part of any party shall in any way preclude such
party from exercising any such right or constitute a suspension or any
variation of any such right.
3. Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators, representatives,
successors, and permitted assigns.
4. Entire Agreement.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof. There are no promises,
agreements, conditions, undertakings, understandings, warranties,
covenants or representations, oral or written, express or implied,
between them with respect to this Agreement or the matters described
in this Agreement, except as set forth in this Agreement. Any such
negotiations, promises, or understandings shall not be used to
interpret or constitute this Agreement.
5. Assignment.
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole or
in part, without the written consent of the other party, and any
purported assignment in violation hereof shall be void.
6. Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
7. Severability.
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court or
other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
8. Section Headings.
The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of
this Agreement.
9. Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the other
or no gender.
10. Further Assurances.
In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto agree to
make, execute and deliver or cause to be made, executed and delivered,
to the requesting party such other instruments and to take such other
actions as the requesting party may reasonably require to carry out
the terms of this Agreement and the transactions contemplated hereby.
11. Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or by
mail (either a. United States mail, postage prepaid, or b. Federal
Express or similar generally recognized overnight carrier), addressed
as follows (subject to the right to designate a different address by
notice similarly given):
To:
WSN Group, Inc. (Nevada):
Xxxxx X. Xxxxxxxx
Attorney at Law
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
To:
WSN Group, Inc. (Delaware):
Xxxx X. Xxxxx
0000 Xxxxxxxxxxx Xx., Xxxxx X
Xxxxx Xxx, XX 00000
12. Governing Law.
This Agreement shall be construed and enforced under, in
accordance with, and governed by, the laws of the State of Nevada.
13. Consents.
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent and
authority to execute and deliver this Agreement on behalf of such
party.
14. Termination of Agreement.
This Agreement shall terminate on the Effective Date unless all
actions required under this Agreement have not been fully performed.
15. Survival of Provisions.
The representations and warranties contained in Article X of this
agreement and any liability of one Constituent Corporation to the
other for any default under the provisions of Articles IX or X of this
agreement, shall expire with, and be terminated and extinguished by,
the merger under this agreement on the Merger Date.
16. Execution in Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date first above written.
WSN GROUP, INC. (NEVADA):
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, President
WSN GROUP, INC. (DELAWARE):
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, President
