Exhibit 2.1
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
11563-93
APR 21 1998
Xxxx Xxxxxx
ARTICLES OF MERGER AND PLAN OF MERGER
VORTICES, INC., a Nevada corporation ("VORTICES") and SIMULATOR SYSTEMS, INC. a
Nevada corporation ("SIMULATOR") enter into this agreement to merge the
corporations this 16 day of April, 1998.
The parties recite that:
(a) Xxxxx Xxxxxx is the sole director of VORTICES.
(b) Xxxx Xxxxxxxx and Xxxxx Xxxxxx are the directors of SIMULATOR.
(c) VORTICES will be the sole surviving corporation, and the shareholders
of SIMULATOR will be the shareholders VORTICES immediately following
the merger.
(d) The name of the surviving corporation will be Simulator Systems, Inc.
(e) The parties intend that this merger constitute a merger under Nevada
law and that the merger will be tax-free under Internal Revenue Code
ss.3 368(a)(1)(A).
In consideration of the mutual promises and covenants contained herein, the
parties agree as follows:
Merger of Corporations. SIMULATOR will merge into VORTICES pursuant to
the provisions of Nevada Revised Statutes ("NRS") 78.451 et. seq. The parties
intend that this merger be a tax free merger under the provisions of Internal
Revenue Code ss.368(a)(1)(A). VORTICES will be the sole surviving corporation
and will continue to be a Nevada corporation a governed under Nevada law. All
assets and liabilities of SIMULATOR will become the assets and liabilities of
VORTICES.
Issuance of Stock. As a part of this merger, the shareholders of
SIMULATOR shall receive one share of VORTICES for every one share of SIMULATOR
they own. No other consideration will be given for the merger.
Surviving Name. The name of the surviving Nevada corporation will be Simulator
Systems, Inc.
Capitalization. The capitalization of the surviving corporation shall
be 95,000,000 shares of common stock with a par value of $.001 and 5,000,000
shares of preferred stock with a par value of $.001.
Effective Date. The effective date for the merger shall be the date of
filing of this agreement and articles and plan of merger with the Nevada
Secretary of State.
Officers and Directors. XXXX XXXXXXXX will fill the position of
president and XXXXX XXXXXX will fill the position of secretary. Both Xxxx and
Xxxxx will serve on the Board of Directors of the surviving corporation.
Resident Agent. The 'resident agent of the surviving corporation shall
be Xxxxxxx X. Xxxxx, 000 Xxxxxxx Xx., Xxxxxx, Xxxxxx 00000.
Warranties and Representation. Each corporation represents and warrants
the following pertaining to itself:
(a) Organization, Existence, Qualification. Each corporation
warrants that it has been duly organized, is validly existing and is in good
standing under the laws of the state of Nevada, with all requisite power and
authority to own, operate and lease its properties and to carry on its business
as it is now being conducted.
(b) Necessary Approval. Each corporation has obtained all
necessary approvals from its officers, directors, and shareholders authorizing
this merger, including complying with the requirements of NRS ss.78.453 and all
other applicable laws. There is nothing in the articles or bylaws of either
corporation, nor is there any other restriction which would prevent this merger.
(c) Financial Statements. Each corporation has made its
financial statements available to the other. Said financial statements have been
prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except to the extent
otherwise specifically stated in such financial statements or the certificates
accompanying them and are complete and correct in all material respects and do
and will fairly reflect its financial position, the results of its operations
and all of its liabilities, contingent or otherwise, except liabilities which
are not required to be so reflected in accordance with generally accepted
accounting principles and which are not, in the aggregate, material.
(d) Tax Returns and Payments. All tax returns and reports
required by law to be filed have been duly filed or extensions of filing dates
have been obtained, and all taxes, assessments, fees and other governmental
charges upon it or upon any of its properties, assets, income or franchises,
which are due and payable, have been paid, other than those presently payable
without penalty or interest, those being contested in good faith, and those
which have heretofore been disclosed. Charges, accruals and reserves therefor on
the financial statements delivered and to be delivered under this agreement are
and will be adequate.
(e) Title to Properties: Absence of Liens, Encumbrances and
Leases. Except as heretofore disclosed:
(1) each corporation has good and marketable title to
all its properties and assets, real and personal, free and clear of all liens
and encumbrances, except liens for current taxes not yet due and payable and
liens, encumbrances and mortgages which are normal to its business and are not,
in the aggregate, material to it, and such imperfections of title and easements,
if any, as are insubstantial in character, amount or extent, and do not
materially detract
from the value or interfere with the present use of the property subject thereto
or affected thereby or otherwise materially impair business operation;
(2) all the properties and assets material to the
operation of each corporation are in good, serviceable and functional condition,
reasonable wear and tear excepted;
(3) each corporation's properties and assets include
all properties and assets reflected in the financial statements given to the
other parties;
(4) all material leases pursuant to which it, as
lessee, leases real or personal property are in good standing, valid and
effective in accordance with their respective terms, and there is not, under any
such lease, any material existing default by the lessee or any event which, with
the giving of notice or lapse of time or otherwise, would constitute a default,
and in respect of which the lessee has not taken adequate steps to prevent the
default from occurring or, to the best knowledge of such lessee, any material
existing default by the lessor or any event which, with the giving of notice or
lapse of time or otherwise, would constitute such a default.
(f) Litigation. There is no claim, action, suit or proceeding
pending (of which it has been served with process or otherwise been given
notice) or, to its knowledge, threatened against or affecting it or its property
or assets, or any basis therefor of which it has been given notice, which, if
adversely determined, would have a material adverse effect on its business,
operations, assets or financial condition or which otherwise could prevent,
hinder or delay consummation of the transactions contemplated by this agreement.
(g) Contracts. Neither corporation is bound by any contract,
commitment or arrangement: (1) for employment of any officer or employee which
is not terminable on thirty (30) days' notice or less; (2) with any labor union;
(3) with any provider of materials, supplies, equipment or inventory
substantially in excess of its requirements for its current business operations;
(4) under which it is a lessor; (5) in the nature of a pension, profit-sharing,
insurance, vacation, severance or similar plan or informal practice; (6) in the
nature of a management agreement; (7) in the nature of a confidentiality or
non-competition agreement; (8) in the nature of any discount on sales not in the
ordinary course of business; or (9) not in the ordinary course of business.
(h) Compliance with Other Instruments. Neither party is in
violation of any material term of any charter, bylaw, security agreement,
mortgage, indenture, or, to the best of its knowledge, any material term of any
contract, agreement, instruments, lease, certificate, judgment, decree, order,
statute, rule or regulation.
Filing with Secretary of State. This agreement, together with any
appropriate accompanying documents, shall be filed with the Nevada Secretary of
State, pursuant to the provisions of NRS 78.458.
Entire Agreement. This agreement contains all of the terms of the
agreement between the parties. The parties acknowledge that no other oral or
written representations have been made or relied upon by them in entering into
this agreement.
Benefit. This agreement shall be binding upon and inure to the benefit
of the parties hereto and their administrators, executors, successor and
assigns.
Notices. Whenever notice of any kind is required by the terms of this
agreement, the same may be mailed by registered mail to the indicated parties at
their last known address as shown by the records of the corporation, or in lieu
thereof, by delivery in person. If mailed, the date of mailing shall be the date
of giving notice.
Severability. All terms and conditions contained herein are severable,
and in the event that any of them shall be held or considered to be
unenforceable by any Court of competent jurisdiction, this agreement shall be
interpreted as if such unenforceable term or condition were not contained
herein.
Modification of Agreement. No waiver or modification of this agreement
or of any term or condition herein contained shall be valid unless in writing
and duly executed, nor shall any waiver or modification of this agreement not
duly executed as provided herein be deemed to be part of this agreement under
any circumstances.
Applicable Law. This agreement shall be governed by and interpreted
according to the laws of the State of Nevada. Each party submits to the personal
jurisdiction of all courts, whether federal or state, within Nevada.
Enforcement Costs. The defaulting party shall pay all costs incurred by
the nondefaulting party to enforce the terms of this agreement, regardless of
whether an action is commenced at law or in equity, which costs include, but are
not limited to, court costs and reasonable attorneys' fees.
Necessary Documents, Each party shall, upon the request of the other,
execute, acknowledge and deliver any instruments appropriate or necessary to
carry into effect the intentions and provisions of this agreement.
Waiver of Breach. The waiver of breach of any term or condition of this
agreement shall not be deemed to constitute the waiver of any other or
subsequent breach of the same or any other term or condition.
Number, Gender, etc. Where applicable, the singular includes the
plural, the masculine includes the feminine, and vice versa.
Time of the Essence. The parties agree that time is of the essence in
the performance of all obligations contained in this agreement.
Execution in Counterparts. This agreement may be executed in multiple
copies and by counterparts.
Section Headings. The section headings contained in this agreement are
for reference purposes only and shall not affect the meaning or interpretation
of this agreement.
Cumulative Remedies. No remedy or I election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.
Neither Party a Draftsman. This agreement is the product of
negotiations by the parties and neither party shall be deemed to be the
draftsman of this agreement.
Approval by Board of Directors and Shareholders. This agreement has
been adopted by resolution or consent of the board of directors of each
corporation which is a party to the merger. The shareholders of each corporation
approved the merger by resolution or consent.
VORTICES, INC.,
a Nevada corporation
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX, President
SIMULATOR SYSTEMS, INC.
A Nevada corporation
/s/ Xxxx Xxxxxxxx
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XXXX XXXXXXXX, President
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX, Secretary
COUNTY OF Washington )
)SS:
STATE OF Oregon )
On April 16, 1998, before me, the undersigned, a Notary Public in and for the
aforementioned county and state, personally appeared Xxxx Xxxxxxxx, President
and Xxxxx Xxxxxx, Secretary and President known to me, or proven to be to my
satisfaction the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same.
/s/ Xxxxxxxxx X Xxxxx
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Notary Public
OFFICIAL SEAL
XXXXXXXXX X XXXXX
NOTARY PUBLIC-OREGON
COMMISSION NO. 060261
My COMMISSION EXPIRES JAN. 11. 2000
