Agreement and Plan of Merger (2008)Full Document 

Start of Preview
3.3
 
AGREEMENT AND PLAN OF MERGER

BETWEEN

DARWIN RESOURCES, INC.
(a Delaware Corporation),

AND

VITECH AMERICA, INC.
(a Florida Corporation)


This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 28, 2007, between Darwin Resources, Inc., a Delaware corporation (“Delaware”), and Vitech America, Inc., a Florida corporation (the “Company”).
 
RECITALS

WHEREAS, Delaware is a corporation duly organized and existing under the laws of the State of Delaware;
 
WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Florida;
 
WHEREAS, the Board of Directors of Delaware and the Board of Directors of the Company deem it advisable to merge the Company with and into Delaware so that Delaware is the surviving corporation on the terms provided herein (the “Merger”).
 
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
 
ARTICLE I
 
MERGER
 
1.1    The Merger.  After satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, and subject to the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”) and Florida Statutes, the Company will merge with and into Delaware and Delaware shall file a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the provisions of the DGCL and a Certificate of Merger with the Secretary of State of the State of Florida in accordance with the provisions of Florida Statutes and shall make all other filings or recordings required by Delaware or Florida law in connection with the Merger.  The Merger shall become effective upon the later filing of such Certificates of Merger with theSecretary of State of the State of Delaware and the Secretary of State of the State of Florida or at such later time as may be provided for in such Certificates of Merger (the “Effective Time”).  Upon the Effective Time, the separate corporate existence of the Company shall cease and Delaware shall be the surviving corporation (the “Surviving Corporation”).
 

1.2    Conditions to the Merger.  The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver (except as provided in this Agreement) of the following conditions:
 
(a)           This Agreement shall have been adopted by the sole stockholder of Delaware, in accordance with the requirements of the DGCL and the Certificate of Incorporation and Bylaws of Delaware;
 
(b)           This Agreement shall have been adopted by holders of at least a majority of the outstanding voting power of the Company in accordance with the requirements of the Florida Statutes and the Certificate of Incorporation and Bylaws of the
End of Preview