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Agreement and Plan of Merger

 

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Title:

Agreement and Plan of Merger

Entities:

Bioforce Nanosciences Holdings, Inc.

Date:

2005

Size:

Preview shows 7KB of 112KB total

Price:

$43

ID:

#1715672

 

 

► Plans ► Agreements ► Agreements & Plans of Merger

 

 

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<SEQUENCE>2

<FILENAME>ex2-1.txt
<DESCRIPTION>MERGER AGREE
<TEXT>
AGREEMENT AND PLAN OF MERGER

Among

SILVER RIVER VENTURES, INC.,

SILVER RIVER ACQUISITIONS, INC.,

BIOFORCE NANOSCIENCES, INC.

AND

H. DEWORTH WILLIAMS AND EDWARD F. COWLE






<PAGE>

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered
into as of this 30th day of November 2005 by and among SILVER RIVER VENTURES,
INC., a Nevada Corporation ("Silver River"), SILVER RIVER ACQUISITIONS, INC., a
Nevada corporation ("Merger Sub"), BIOFORCE NANOSCIENCES, INC., a Delaware
corporation ("BioForce") and H. Deworth Williams and Edward F. Cowle, principal
stockholders of Silver River who will make certain representations, warranties
and covenants herein ("Principal Stockholders") (the "SR Stockholders").

WHEREAS, Silver River desires to acquire BioForce as a wholly owned
subsidiary and to issue shares of Silver River common stock to the security
holders of BioForce upon the terms and conditions set forth herein. Merger Sub
is a newly-created, wholly-owned subsidiary corporation of Silver River that
will be merged with and into BioForce, whereupon BioForce will be the surviving
corporation and will become the wholly owned subsidiary of Silver River. Merger
Sub and BioForce are sometimes collectively hereinafter referred to herein as
the "Constituent Corporations");

WHEREAS, the boards of directors of Silver River, Merger Sub and
BioForce, respectively, deem it advisable and in the best interests of such
corporations and their respective stockholders that Merger Sub merges with and
into BioForce pursuant to this Agreement and the Certificate of Merger (in the
form attached hereto as Attachment "A") and pursuant to applicable provisions of
law (such transaction is hereafter referred to as the "Merger");

WHEREAS, the SR Stockholders own, beneficially and of record, 1,746,610
shares of common stock of Silver River, representing 87.3% of the issued and
outstanding common stock of Silver River; and

WHEREAS, each of the parties to this Agreement desires to make certain
representations, warranties and agreements in connection with the transactions
contemplated herein and also to prescribe various conditions thereto.

NOW THEREFORE, in consideration of the premises, mutual covenants set out
herein and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties agree as follows:

SECTION 1 Acquisition of BioForce Nanosciences, Inc. The parties to this
Agreement do hereby agree that Merger Sub will be merged with and into BioForce
upon the terms and conditions set forth herein and in accordance with the
provisions of the Nevada Revised Statutes ("NRS") and the Delaware General
Corporation Law (the "DGCL"). It is the intention of the parties hereto that
this transaction qualifies as a tax-free reorganization under Section
368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, and related
sections thereunder.

SECTION 2 Terms of Merger. In accordance with the provisions of this
Agreement and the requirements of applicable law, Merger Sub will be merged with
and into BioForce as of the Effective Time of the Merger (the terms "Closing"
and "Effective Time of the Merger" are defined in Section 6 hereof). BioForce
will be the surviving corporation (hereinafter sometimes referred to as the

-2-
<PAGE>

"Surviving Corporation") and the separate existence of Merger Sub will cease at
the Effective Time of the Merger. BioForce, as the Surviving Corporation, will
succeed to and assume all the rights and obligations of Merger Sub in accordance
with the NRS and the DGCL, as described below. Consummation of the Merger will
be upon the following terms and subject to the conditions set forth herein:

(a) Corporate Existence. Commencing at the Effective Time of the Merger,
the separate corporate existence of Merger Sub will cease and the
Surviving Corporation will continue its corporate existence as a Delaware
corporation; and
(i) it will thereupon and thereafter possess all rights,
privileges, powers, franchises and property (real, personal
and mixed) of each of the Constituent Corporations;

(ii) all debts due to either of the Constituent Corporations, on
whatever account, all causes in action and all other things
belonging to either of the Constituent Corporations will,
except as otherwise set forth herein, be taken and deemed to
be transferred to and will be vested in the Surviving
Corporation by virtue of the Merger without further act or
deed; and

(iii) all rights of creditors and all liens, if any, upon any
property of any of the Constituent Corporations will be
preserved unimpaired, limited in lien to the property
affected by such liens immediately prior to the Effective
Time of the Merger, and all debts, liabilities and duties of
the Constituent Corporations will thenceforth attach to the
Surviving Corporation.

(b) Effective Time of the Merger. At the Effective Time of the Merger,

(i) the Certificate of Incorporation and the Bylaws of BioForce,
as existing and in effect immediately prior to the Effective
Time of the Merger, will be and remain the Certificate of
Incorporation and Bylaws of the Surviving Corporation;


 

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