EXHIBIT A
PLAN OF MERGER
THIS PLAN OF MERGER (this "Plan of Merger"), dated as of May 10, 2000, is
among WTAA International, Inc., a Florida corporation ("Parent"), and Tempus,
Inc., a Wyoming corporation (the "Company") (collectively "Constituent
Corporations").
WHEREAS, Parent owns 100% of the shares of the Company and the parties
thereto have agreed to the merger of the Company with and into Parent; and
WHEREAS, Parent, as the sole shareholder of Company and, the respective
Boards of Directors of Parent and the Company,) have each approved the merger of
the Company into Parent in accordance with the Florida Business Corporation Act
(the "ACT") and
WHEREAS, this Plan of Merger shall be filed with Articles of Merger with
the Secretaries of State of Florida and Wyoming in order to consummate the
merger of the Company with and into Parent; and
WHEREAS, Parent and the Company have agreed to execute and file this Plan
of Merger as provided under the Florida Law and the Wyoming Statutes.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, Parent and the Company hereby agree as follows:
1. THE MERGER. At the Effective Time, in accordance with this Plan of
Merger, and Florida Law and the Wyoming Statutes, the Company shall be merged
(such merger being herein referred to as the "Merger") with and into the Parent,
the separate existence of the Company shall cease, and Parent shall continue as
the surviving corporation. Parent hereinafter sometimes is referred to as the
"Surviving Corporation."
2. EFFECT OF THE MERGER. When the Merger has been effected, the Surviving
Corporation shall retain the name "WTAA International, Inc."; and the Surviving
Corporation shall thereupon and thereafter possess all the rights, privileges,
powers and franchises of a public as well as of a private nature, and be subject
to all the restrictions, disabilities and duties of each of the Corporations;
and all and singular, the rights, privileges, powers and franchises of each of
the Constituent Corporations and all property, real, personal and mixed, and all
debts due to either of the Corporations on whatever account, as well for stock
subscriptions as all other things in action or belonging to each of such
corporations shall be vested in the Surviving Corporation; and all property,
rights, privileges, powers and franchises, and all and every other interest
shall be thereafter as effectually the property of the Surviving Corporation as
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they were of the Constituent Corporations, and the title to any real estate
vested by deed or otherwise, in any of such Constituent Corporations, shall not
revert or be in any way impaired by reason of the Merger; but all rights of
creditors and all liens upon any property of any of said Constituent
Corporations shall be preserved unimpaired, and all debts, liabilities and
duties of the respective Constituent Corporations shall thenceforth attach to
the Surviving Corporation, and may be enforced against it to the same extent as
if said debts, liabilities and duties had been incurred or contracted by it.
3. CONSUMMATION OF THE MERGER. The parties hereto will cause the Merger to
be consummated by filing with the Secretary of State of Florida and Wyoming an
articles of merger and this Plan of Merger in such form as required by, and
executed in accordance with, the relevant provisions of the Florida Law and the
Wyoming Statutes (the time of such filing being the "Effective Time" and the
date of such filing being the "Effective Date").
4. ARTICLES OF INCORPORATION: BYLAWS: DIRECTORS AND OFFICERS. The Articles
of Incorporation and bylaws of the Surviving Corporation shall be identical with
the Articles of Incorporation and bylaws of the Parent as in effect immediately
prior to the Effective Time until thereafter amended as provided therein and
under Delaware Statues.
5. CONVERSION OF SECURITIES. At the Effective Time, by virtue of the Merger
and without any action on the part of Parent, the Company or the holder of any
of the shares (the "Shares") of common stock, (the "Common Stock") of the
Company:
(a) Each Share issued and outstanding immediately prior to the
Effective Time shall remain as issued and outstanding common stock of
parent without change.
(b) Each Share which is held in the treasury of the Company or which
is owned by any direct or indirect subsidiary of the Company shall be
canceled and retired, and no payment shall be made with respect thereto.
(c) Each outstanding or authorized subscription, option, warrant,
call, right (including any preemptive right), commitment, or other
agreement of any character whatsoever which obligates or may obligate the
Parent to issue or sell any additional shares of its capital stock or any
securities convertible into or evidencing the right to subscribe for any
shares of its capital stock or securities convertible into or exchangeable
for such shares, if any, shall remain unchanged.
(d) Each share of Common Stock of Company issued and outstanding
immediately prior to the Effective Time shall be retired into treasury, of
the Surviving Corporation.
(e) No Fractional Shares and no certificates or scrip representing
such fractional Merger Shares, shall be issued.
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6. TAKING OF NECESSARY ACTION: FURTHER ACTION. Each of Parent, and the
Company shall use all reasonable efforts to take all such actions as may be
necessary or appropriate in order to effectuate the Merger under the Florida
Law, the Wyoming Statutes or federal law as promptly as possible. If, at any
time after the Effective Time, any further action is necessary or desirable to
carry out the purposes of the Agreement and to vest the Surviving Corporation
with full right, title and possession to all assets, property, rights,
privileges, powers and franchises of either of the Constituent Corporations, the
officers and directors of the Surviving Corporation are fully authorized in the
name of their corporation or otherwise to take, and shall take, all such lawful
and necessary action.
IN WITNESS WHEREOF, Parent, and the Company have caused this Plan of Merger
to be executed as of the date first above written.
WTTA INTERNATIONAL, INC.
(A Florida corporation)
By:_______________________________
President
TEMPUS, INC.
(A Wyoming corporation)
By:__________________________
