AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Merger Agreement") is made as
of February 3, 1999, by and between YouNetwork Corp., a New York corporation
("NYYNW"), and YouNetwork Corporation, a Delaware corporation ("DYNW""); (NYYNW
and DYNW collectively, the "Constituent Corporations").
The authorized capital stock of NYYNW consists of One Hundred (100)
shares of Common Stock, no par value per share. The authorized capital stock of
DYNW, upon effectuation of the transactions set forth in this Merger Agreement,
will be Two-Hundred and Fifty Million (250,000,000) shares of Common Stock
consisting of: (i) One Million and Five-Hundred Thousand (1,500,000) shares of
Class A common stock, $.0001 par value per share; (ii) One Million and
Five-Hundred Thousand (1,500,000) shares of Class B common stock, $.0001 par
value per share; and (iii) Two Hundred and Forty Seven Million (247,000,000)
shares of Class C common stock, $.0001 par value per share.
The directors of the Constituent Corporations deem it advisable and to
the advantage of the Constituent Corporations that NYYNW merge with and into
DYNW upon the terms and conditions provided herein.
NOW THEREFORE, the parties do hereby adopt the plan of reorganization
encompassed by this Merger Agreement and do hereby agree that NYYNW shall merge
with and into DYNW on the following terms, conditions and other provisions:
1. TERMS AND CONDITIONS
1.1 Merger. NYYNW shall be merged with and into DYNW (the "Merger"),
and DYNW shall be the surviving corporation (the "Surviving Corporation")
effective upon the time of filing of the Certificate of Merger. (the "Effective
Date").
1.2 Succession. On the Effective date, DYNW shall continue its
corporate existence under the laws of the State of Delaware, and the separate
existence and corporate organization of NYYNW except insofar as it may be
continued by operation of law, shall be terminated and cease.
1.3 Transfer of Assets and Liabilities. On the Effective Date, the
rights, privileges, powers and franchises, both of a public as well as of a
private nature, of each of the Constituent Corporations shall be vested in and
possessed by the Surviving Corporation, subject to all of the disabilities,
duties and restrictions of or upon each of the Constituent Corporations; and
all and singular rights, privileges, powers and franchises of each of the
Constituent Corporations, and all property, real, personal and mixed, of each
of the Constituent Corporations, and all debts due to each of the Constituent
Corporations on whatever account, and all things in action or belonging to each
of the Constituent Corporations shall be transferred to and vested in the
Surviving Corporation; and all property, rights, privileges, powers and
franchises, and all and every other interest, thereafter shall be the property
of the Surviving Corporation as they were of the
Constituent Corporations, and the title to any real estate vested by deed
otherwise in either of the Constituent Corporations shall not revert or be in
any way impaired by reason of the Merger; provided, however, that the
liabilities of the Constituent Corporations and of their stockholders,
directors and officers shall not be affected and all rights of creditors and
all liens upon any property of either of the Constituent Corporations shall be
preserved unimpaired, and 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 been consummated, except as they may be modified with
the consent of such creditors, and all debts, liabilities and duties of or upon
each of the Constituent Corporations shall attach to the Surviving Corporation,
and may be enforced against it to the same extent as if such debts, liabilities
and duties had been incurred or contracted by it.
1.4 Common Stock of NYYNW and DYNW . On the Effective Date, by virtue
of the Merger and without any further action on the part of the Constituent
Corporations or their respective stockholders, (i) each share of Common Stock
of NYYNW issued and outstanding immediately prior thereto shall be combined,
changed and converted into 330,000 shares of Class C Common Stock of DYNW in
each case fully paid and nonassessable, and (ii) each share of Common Stock of
NYYNW issued and outstanding immediately prior thereto shall be canceled and
returned to the status of authorized but unissued shares.
1.5 Stock Certificates. On and after the Effective Date, all of the
outstanding certificates that, prior to that time, represented shares of Common
Stock of NYYNW shall be deemed for all purposes to evidence ownership of and to
represent the shares of DYNW into which the shares of NYYNW represented by such
certificates have been converted as herein provided and shall be so registered
on the books and records of the Surviving Corporation or its transfer agents.
The registered owner of any such outstanding stock certificate shall, until
such certificate shall have been surrendered for transfer or conversion or
otherwise accounted for to the Surviving Corporation or its transfer agent,
have and be entitled to exercise any voting and other rights with respect to
and to receive any dividend and other distribution upon the shares of DYNW
evidenced by such outstanding certificate as above provided.
1.6 Purchase Rights. On the Effective Date, the Surviving Corporation
will assume the outstanding obligations of NYYNW to issue Common Stock or other
capital stock pursuant to contractual purchase rights granted by NYYNW, and the
outstanding and unexercised portions of all outstanding contractual rights to
purchase Common Stock or other capital stock of NYYNW shall be changed and
converted into contractual rights to purchase Common Stock or other capital
stock, respectively, of DYNW such that a contractual right to purchase one (1)
share of Common Stock or other capital stock of NYYNW shall be converted into a
contractual right to purchase 330,000 shares of Class C Common Stock or other
capital stock, respectively, of DYNW. No other changes in the terms and
conditions of such contractual purchase rights will occur.
2. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS
2
2.1 Certificate of Incorporation and Bylaws. The Certificate of
Incorporation of DYNW in effect on the Effective date shall continue to be the
Certificate of Incorporation of the Surviving Corporation without change or
amendment until further amended in accordance with the provisions thereof and
applicable law. The Bylaws of DYNW in effect on the Effective Date shall
continue to be the Bylaws of the Surviving Corporation without change or
amendment until further amended in accordance with the provision thereof and
applicable law.
2.2 Directors. The directors of NYYNW immediately preceding the
Effective Date shall become the directors of the Surviving Corporation on and
after the Effective Date to serve until the expiration of their terms and until
their successors are elected and qualified.
2.3 Officers. The officers of NYYNW immediately preceding the
Effective Date shall become the officers of the Surviving Corporation on and
after the Effective Date to serve at the pleasure of its Board of Directors.
3. MISCELLANEOUS
3.1 Further Assurances. From time to time, and when required by the
Surviving Corporation or by its successors and assigns, the surviving
Corporation shall execute and deliver, or cause to be executed and delivered,
such deeds and other instruments, and the Surviving Corporation shall take or
cause to be taken such further and other action as shall be appropriate or
necessary in order to vest or perfect in or to conform of record or otherwise,
in the Surviving Corporation the title to and possession of all the property,
interests, assets, rights, privileges, immunities, powers, franchises and
authority of DYNW and otherwise to carry out the purposes of this Merger
Agreement, and the officers and directors of the Surviving Corporation are
authorized fully in the name and on behalf of DYNW or otherwise to take any and
all such action and to execute and deliver any and all such deeds and other
instruments.
3.2 Amendment. At any time before or after approval by the stockholder
of NYYNW, this Merger Agreement may be amended in any manner (except that,
after the approval of the Merger Agreement by the stockholders of NYYNW, the
principal terms may not be amended without the further approval of the
stockholders of NYYNW) as may be determined in the judgment of the respective
Board of Directors of DYNW and NYYNW to be necessary, desirable, or expedient
in order to clarify the intention of the parties hereto or to effect or
facilitate the purpose and intent of this Merger Agreement.
3.3 Conditions of Merger. The obligation of the Constituent
Corporations to effect the transactions contemplated hereby is subject to
satisfaction of the following conditions (any or all of which may be waived by
either of the Constituent Corporations in its sole discretion to the extent
permitted by law):
(a) the Merger shall have been approved by the stockholders
of NYYNW in accordance with applicable provisions of the New York
Business Corporation Law; and
3
(b) NYYNW, as sole stockholder of DYNW, shall have approved
the Merger in accordance with the General Corporation Law of the State
of Delaware; and
(c) any and all consents, permits, authorizations, approvals,
and orders deemed in the sole discretion of NYYNW to be material to
consummation of the Merger shall have been obtained.
3.4 Abandonment or Deferral. Notwithstanding the approval of this
Merger Agreement by the stockholders of NYYNW or DYNW, at any time before the
Effective Date, (a) this Merger Agreement may be terminated and the Merger may
be abandoned by the Board of Directors of either NYYNW or DYNW or both or (b)
the consummation of the Merger may be deferred for a reasonable period of time
if, in the opinion of the board of Directors of NYYNW and DYNW, such action
would be in the best interests of such corporations. In the event of
termination of this Merger Agreement, this Merger Agreement shall become void
and of no effect and there shall be no liability on the part of either
Constituent Corporation or their respective Board of Directors or stockholders
with respect thereto, except that NYYNW shall pay all expenses incurred in
connection with the Merger or in respect to this Merger Agreement or relating
thereto.
3.5 Counterparts. In order to facilitate the filing and recording of
this Merger Agreement, the same may be executed in any number of counterparts,
each of which shall be deemed to be an original.
IN WITNESS WHEREOF, this Merger Agreement, having first been duly
approved by the Board of Directors of NYYNW and DYNW, hereby is executed on
behalf of each such corporations and attested by their respective officers
thereunto duly authorized.
YOUNETWORK CORP.,
a New York Corporation
By:s/ Xxxx X. Xxxxxx
----------------------
ATTEST: Xxxx X. Xxxxxx, President
S/ Xxx X. Xxxxxxxx
---------------------------
Xxx X. Xxxxxxxx, Secretary
YOUNETWORK CORPORATION,
a Delaware Corporation
By:s/ Xxxx X. Xxxxxx
------------------------
Xxxx X. Xxxxxx, President
4
ATTEST:
S/ Xxx X. Xxxxxxxx
--------------------
Xxx X. Xxxxxxxx , Secretary
5
