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Document Preview Agreement and Plan of Merger |
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Title: |
Agreement and Plan of Merger |
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Date: |
2005 |
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Preview shows 6KB of 64KB total |
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$43 |
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ID: |
#1245029 |
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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is entered into as of this 28th day
of April, 2005, by and between WORLD EXPLORER CORPORATION, a Georgia corporation
("WORLD EXPLORER"), LEGAL ACCESS TECHNOLOGY, INC., a Nevada corporation
("LATI"), and WEC ACQUISITION SUB, INC. , a Georgia corporation and wholly-owned
subsidiary of LATI ("SUB").
R E C I T A L S:
----------------
WHEREAS, each of the respective Boards of Directors of World Explorer
and Sub have approved this Merger Agreement and declared its advisability, and
the sole stockholder of Sub has voted for the adoption of the Merger Agreement
and approved the merger of World Explorer with and into Sub (the "Merger"), upon
the terms and subject to the conditions set forth herein, so that in connection
with the Merger, (i) World Explorer, as successor by merger with Sub, will
become a wholly-owned subsidiary of LATI; and (ii) the stockholders of World
Explorer immediately prior to the Merger shall become the stockholders of LATI,
and, by virtue of the Merger, each share of the common stock of World Explorer
outstanding immediately prior to the Merger will be converted into and represent
the right to receive one (1) share of the common stock of LATI;
WHEREAS, as determined by the Board of Directors of World Explorer and
Sub, for federal income tax purposes, it is intended that the Merger shall
qualify as a reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), such that the stockholders of
World Explorer will not recognize gain or loss for federal income tax purposes
by virtue of the Merger; and
WHEREAS, the parties to this Merger Agreement desire to adopt this
Merger Agreement as a Plan of Reorganization and to consummate the Merger in
accordance with Section 368(a) of the Code.
NOW, THEREFORE, in consideration of the mutual covenants, benefits,
conditions and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
ARTICLE I
THE MERGER
SECTION 1.1 THE MERGER. Upon the terms and subject to the conditions
hereof, at the Effective Time (as defined in Section 1.3), World Explorer shall
be merged with and into Sub and the separate existence of Sub shall thereupon
cease, and World Explorer shall continue as the surviving corporation in the
Merger (the "Surviving Corporation") under the laws of the State of Georgia.
SECTION 1.2 CLOSING AND CLOSING DATE. The closing of the Merger
contemplated by this Agreement (the "Closing") will take place at the offices of
Greenberg Traurig LLP, 3290 Northside Parkway, N.W., Suite 400, Atlanta, Georgia
30327. Subject to the satisfaction or waiver of the conditions set forth herein,
the Closing shall be no later than April 22, 2005, unless
<PAGE>
otherwise mutually agreed upon by all of the parties hereto. For purposes
hereof, the "Closing Date" shall be the day of the actual date of the Closing.
SECTION 1.3 EFFECTIVE TIME OF THE MERGER. The Merger shall become
effective upon the filing of a Certificate of Merger with the Secretary of State
of the State of Georgia in accordance with the provisions of the Georgia
Business Corporation Code ("GBCC"), or at such other time as Sub and World
Explorer shall agree should be specified in the Certificate of Merger, which
filing shall be made as soon as practicable on the Closing Date. When used in
this Merger Agreement, the term "Effective Time" shall mean the time at which
such Certificate of Merger is duly filed with the Secretary of State of the
State of Georgia or such time as otherwise specified in the Certificate of
Merger.
SECTION 1.4 EFFECT OF THE MERGERSECTION 1.5 . The Merger shall, from
and after the Effective Time, have all the effects provided by Section 14-2-1106
the GBCC.
ARTICLE 2
CONVERSION OF SHARES
SECTION 2.1 MERGER CONSIDERATION. As of the Effective Time, by virtue
of the Merger and without any action on the part of World Explorer, Sub or LATI,
or any stockholder of World Explorer, Sub or LATI each share of World Explorer
common stock, par value $0.01 per share ("World Explorer Common Stock"), issued
and outstanding immediately prior to the Effective Time (excluding any shares of
World Explorer Common Stock held by World Explorer as treasury stock, which
shares shall be canceled and extinguished at the Effective Time) shall
automatically be converted into and represent the right to receive one (1) share
of LATI common stock, par value $0.001 per share ("LATI Common Stock"). At the
Effective Time, all such shares of LATI Common Stock shall be duly and validly
issued, fully paid and nonassessable. As of the Effective Time, each shares of
Sub common stock shall be converted into one (1) share of common stock of the
Surviving Corporation.
SECTION 2.2 SURRENDER OF WORLD EXPLORER STOCK CERTIFICATES. Holders of
certificates which, immediately prior to the Effective Time, represented shares
of World Explorer Common Stock will be required to surrender such certificates
for certificates representing an equal number of shares of LATI Common Stock
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