AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger ("Agreement"), dated as of December 30,
1996, by and between Ronden Vending Corp., a Florida corporation ("Ronden
Vending") and Ronden Acquisition, Inc., a Florida corporation ("Ronden
Acquisition").
BACKGROUND INFORMATION
Ronden Acquisition is wholly owned subsidiary of Ronden Vending. The
board of directors of each of Ronden Vending and Ronden Acquisition, by
affirmative vote of a majority of the members of each such board furnished at a
meeting properly noticed and convened to consider and act upon such issue or by
unanimous written consent of the members of the Board of Directors, has
determined that it is advisable and to the advantage of each such corporation
and its respective shareholders that Ronden Acquisition be merged into Ronden
Vending, at the conclusion of which Ronden Vending shall remain as the surviving
or resulting entity and the corporate existence of Ronden Acquisition shall
terminate and expire. In furtherance thereof, each board has approved and
adopted the terms of this Agreement. Accordingly, in consideration of the
representations, covenants, agreements and other provisions set forth herein,
Ronden Vending and Ronden Acquisition (collectively "Constituent Corporations")
hereby agree to effect a statutory merger of their respective entities as
follows:
OPERATIVE PROVISIONS
1. Merger. In accordance with applicable provision of Florida Statutes
Section 607.1104, at the Effective Date (as defined below), Ronden Acquisition,
a wholly owned subsidiary of Ronden Vending, shall be merged with and into
Ronden Vending (the "Merger") and Ronden Vending shall constitute the surviving
and resulting corporation of such Merger (Ronden Vending being hereinafter
sometimes referred to as the "Surviving Corporation"). The separate and
corporate existence pursuant to the laws of Florida under its present name.
2. Effective Date. The merger shall become effective on the date the
Articles of Merger reflecting the Merger are filed with the Florida Secretary of
State (the "Effective Date").
3. Surviving Corporation. The Surviving Corporation shall possess and
retain every interest in all assets and property of every description. The
rights, privileges, immunities powers, franchises and authority, of a public as
well as private nature of each of th Constituent Coronations shall be vested in
the Surviving Corporation without further act or deed. The title to and any
interest in all real estate vested in either of the Constituent Corporations
shall not revert or in any way be impaired by reason of the Merger.
4. Obligations. All obligations belonging to or due to each of the
Constituent Corporations shall be vested in the Surviving Corporation without
further act or deed, and the Surviving Corporation shall be liable for all of
the obligations of each of the Constituent Corporations existing as of the
Effective Date.
5. Terms of Merger. Upon the Effective Date of the Merger all of the
issued and outstanding shares of the common capital stock of Ronden Acquisition
shall be deemed cancelled and voided.
6. Articles of Incorporation. The articles of incorporation of Ronden
Vending in effect immediately prior to the Effective Date shall continue without
change and be the articles of incorporation of the Surviving Corporation.
7. Counterparts. This Plan of Merger may be executed in one or more
counterparts, each of which shall be deemed to be an original.
In witness whereof, Ronden Vending and Ronden Acquisition have caused
this Agreement and Plan of Merger to be executed by their respective officers
thereunto duly authorized as of the date first written above.
Ronden Vending Corp.
By: /s/ G. David George
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G. David George, Chief Executive Officer
By: /s/ Joy Harrington, Sect.
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Joy Harrington, Secretary
Ronden Acquisition, Inc.
By: /s/ G. David George
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G. David George, Chief Executive Officer
By: /s/ Joy Harrington, Sect.
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Joy Harrington, Secretary