Articles of Merger and Plan of Reorganization Eurotronics Holdings, Inc.
(a Utah corporation) to LegalOpinion.com (a Nevada corporation)
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ARTICLES OF MERGER
BY WHICH
Eurotronics Holdings, Inc.
(A UTAH CORPORATION)
SHALL MERGE WITH AND BECOME
LegalOpinion.com
(a Nevada corporation)
First, the Plan of Merger for Change of Situs:
(1) That certain PLAN OF MERGER FOR CHANGE OF SITUS, dated August 9, 1999 is
attached hereto and incorporated herein by this reference as though fully set
forth herein.
Second, information re Shareholder Action:
(2) Shareholder Action is not required, for the reason that the former
shareholders and the resulting shareholders are the same without dilution or
change, and that the exchange of shares is in effect merely an exchange of
situs. (Nevada: NRS 78.454). However, shareholder approval was obtained in Utah
this day, August 9, 1999, at a meeting of shareholders called regularly with
notice, 15,000 shares present and voting in favor, 17,083,942 issued,
outstanding and entitled to vote.
Third, Corporate Authority:
(3) The PLAN OF MERGER FOR CHANGE OF SITUS and the performance of the terms of
the PLAN OF MERGER FOR CHANGE OF SITUS, by the each and all of the parties and
entities mentioned in the PLAN OF MERGER FOR CHANGE OF SITUS were duly
authorized by all action required by the laws under which each was incorporated
or organized and by its constituent documents, to which representation each of
the undersigned duly certifies and attests.
Fourth, Effective Date:
(4) The exchange shall become effective at the earliest date provided or allowed
by law, and not later than certification by each applicable State Official that
this document has been accepted for filing and filed.
Fifth Signing:
(5) These Articles of Merger are signed by the duly authorized Officers of the
each applicable entity as follows:
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
SIGNATURES APPEAR ON THE FOLLOWING PAGE OR PAGES
ARTICLES OF MERGER FOR CHANGE OF SITUS
August 9, 1999 Page 18
ALL SIGNATURES ON THIS PAGE MUST BE NOTARIZED
Eurotronics Holdings, Inc. LegalOpinion.com
(A UTAH CORPORATION) (a Nevada corporation)
by by
/s/ DON CROMPTON /s/ DON CROMPTON
----------------------------- -----------------------------
Don Crompton Don Crompton
PRESIDENT PRESIDENT
/s/ DON CROMPTON /s/ RAE MEIER
----------------------------- -----------------------------
Don Crompton Rae Meier
SECRETARY SECRETARY
18
ARTICLES OF MERGER FOR CHANGE OF SITUS
August 9, 1999 Page 19
PLAN ATTACHED
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PLAN OF MERGER FOR CHANGE OF SITUS
BY WHICH
Eurotronics Holdings, Inc.
(A UTAH CORPORATION)
WILL MERGE WITH AND INTO
LegalOpinion.com
(A NEVADA CORPORATION)
FOR THE PURPOSE OF CHANGING THE PLACE OF INCORPORATION
This Plan of Reorganization is made effective and dated this day of
August 9, 1999, by and between the above referenced corporations, sometimes
referred to herein as 'the Public Company' and 'the Private Company',
respectively.
I. RECITALS
A. The Parties to this Agreement
1. Eurotronics Holdings, Inc. ('the Public Company') is a Utah
Corporation.
2. LegalOpinion.com ('the Private Company') is a Nevada Corporation,
having been created (or to be created) on behalf of Eurotronics
Holdings, Inc. for the purpose of changing the place of incorporation
from Utah to Nevada .
B. The Capital of the Parties:
1. The Capital of the Public Company consists of 200,000,000 shares of
common voting stock of $0.0001 par value authorized, of which
17,083,942 shares are issued and outstanding.
2. The Capital of the Private Company consists of 50,000,000 shares of
common voting stock of $0.001 par value authorized, of which no shares
have been or are issued or outstanding.
C. The Decision to Reorganize to Change Situs: The Parties have resolved,
accordingly, to merge and relocated the place of incorporation, by means of the
following reorganization, by which the Public Company will merge with and into
the Private Company move to Nevada.
II. PLAN OF REORGANIZATION
A. Change of Situs: The Public Company (Utah) and the Private Company (Nevada)
are hereby reorganized for the sole and singular purpose of changing the place
of incorporation of Eurotronics Holdings, Inc.; such that immediately following
the Reorganization the Utah Public Company will move to Nevada .
PLAN OF MERGER FOR CHANGE OF SITUS
August 9 Page 21
1. The Public Company: Eurotronics Holdings, Inc. of Utah will merge with
and into and thereafter be LegalOpinion.com of Nevada . The Public Company
will retain its corporate personality and status, and will continue its
corporate existence uninterrupted, in and through, and only in and through
the Nevada Corporation.
2. Conversion of Outstanding Shares: Forthwith upon the effective date
hereof, each and every one share of stock of the Public Utah Company shall
be converted to one share of the Nevada Company. Any such holders of shares
may surrender them to the transfer agent for common stock of the Public
Utah Company, which transfer agent shall remain and continue as transfer
agent for the Nevada Company, until and unless changed later.
3. Effective Date: This Plan of Reorganization shall become effective
immediately upon approval and adoption by Corporate parties hereto, in the
manner provided by the law of its place of incorporation and its
constituent corporate documents, the time of such effectiveness being
called the effective date hereof.
4. Surviving Corporations: The Nevada Company shall survive the
Reorganization after Reorganization, with the operational history of the
Utah Company before the Reorganization, and with the management, duties and
relationships to its shareholders unchanged by the Reorganization and with
all of its property and with its shareholder list unchanged.
5. Further Assurance, Good Faith and Fair Dealing: the Directors of each
Company shall and will execute and deliver any and all necessary documents,
acknowledgments and assurances and do all things proper to confirm or
acknowledge any and all rights, titles and interests created or confirmed
herein; and both companies covenant hereby to deal fairly and good faith
with each other and each others shareholders.
THIS REORGANIZATION AGREEMENT is executed on behalf of each Company by its
duly authorized representatives, and attested to, pursuant to the laws of its
respective place of incorporation and in accordance with its constituent
documents.
Eurotronics Holdings, Inc. LegalOpinion.com
(A UTAH CORPORATION) (a Nevada corporation)
by by
/s/ DON CROMPTON /s/ DON CROMPTON
----------------------------- -----------------------------
Don Crompton Don Crompton
PRESIDENT PRESIDENT
/s/ DON CROMPTON /s/ RAE MEIER
----------------------------- -----------------------------
Don Crompton Rae Meier
SECRETARY SECRETARY
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