EXHIBIT 10.1
PLAN AND AGREEMENT OF MERGER
MERGER OF ENDEAVOUR INTERNATIONAL CORPORATION WITH
AND INTO CONTINENTAL SOUTHERN RESOURCES, INC.
PLAN AND AGREEMENT OF MERGER, dated as of February 27, 2004, by and
between Continental Southern Resources, Inc., a Nevada corporation ("CSOR" or
the "Surviving Corporation"), and, Endeavour International Corporation, a Nevada
corporation and wholly-owned subsidiary of CSOR ("Endeavour"). CSOR and
Endeavour are hereinafter collectively referred to as the "Merging
Corporations."
W I T N E S S E T H:
WHEREAS, CSOR is a corporation duly organized and validly existing
under the laws of the State of Nevada, with its registered office at 5300 West
Sahara, Suite 101, Las Vegas, Nevada 89146, and with its principal executive
offices at 1001 Fannin, Suite 1700, Houston, Texas 77002; and
WHEREAS, the authorized capital stock of CSOR consists of
150,000,000 shares of common stock, par value $.001 per share, of which at
February 27, 2004, 68,772,569 shares were issued and outstanding and 10,000,000
shares of preferred stock, of which at February 27, 2004, 19,714.29 shares of
the Company's Series B Preferred stock were issued and outstanding; and
WHEREAS, Endeavour is a corporation duly organized and validly
existing under the laws of the State of Nevada, with its registered office at
6100 Neil Road, Suite 500, Reno, Nevada 89511, and with its principal executive
offices at 1001 Fannin, Suite 1700, Houston, Texas 77002; and
WHEREAS, the authorized capital stock of Endeavour consists of 1,000
shares of common stock, par value $0.001 per share, of which at February 27,
2004, 1,000 shares were issued and outstanding and owned by CSOR; and
WHEREAS, the respective boards of directors of the Merging
Corporations deem it desirable and in the best interests of their respective
corporations to merge Endeavour into CSOR, pursuant to the provisions of Section
92A.180 of the Nevada Revised Statutes and have proposed, declared advisable,
and approved such merger pursuant to this Plan and Agreement of Merger (the
"Agreement"), which Agreement has been duly approved by resolutions of the
respective boards of directors of the Merging Corporations;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, and in order to prescribe the terms
and conditions of the Merger, the mode of carrying the same into effect, the
manner and basis of converting the shares of common stock of Endeavour into
shares of common stock of CSOR, and such other details and provisions as are
deemed necessary or proper, the parties hereby agree as follows:
ARTICLE I.
MERGER
1.1 Surviving Corporation. Subject to the conditions hereinafter set
forth, the Merging Corporations shall be, upon the effective time of the merger,
as defined in Section 1.2 hereof, merged into a single surviving corporation,
which shall be CSOR, one of the Merging Corporations, which shall continue its
corporate existence and remain a Nevada corporation governed by and subject to
the laws of that state.
1.2 Effective Time. The Merger shall become effective at the date and
time designated in the Articles of Merger filed with the Secretary of State of
the State of Nevada and following its adoption, certification, execution, and
acknowledgment in accordance with Section 92A.200 of the Nevada Revised
Statutes. The date upon which the merger shall become effective, as defined by
this Section 1.2, is referred to in this Agreement as the "Effective Time."
ARTICLE II.
CONTINUED CORPORATE EXISTENCE OF SURVIVING CORPORATION
2.1 Existence. The identity, existence, purposes, powers, objects,
franchises, rights, and immunities of CSOR, the Surviving Corporation, shall
continue unaffected and unimpaired by the merger, and the corporate identity,
existence, purposes, powers, objects, franchises, rights, and immunities of the
Merging Corporations shall be wholly merged into CSOR, the Surviving
Corporation, and CSOR shall be fully vested therewith. Accordingly, at the
Effective Time, the separate existence of the Merging Corporations, except
insofar as continued by statute, shall cease.
ARTICLE III.
GOVERNING LAW AND ARTICLES OF INCORPORATION OF SURVIVING CORPORATION
3.1 Nevada Law Governs and CSOR's Articles of Incorporation Survive
Except for Name Change. The laws of Nevada shall continue to govern the
Surviving Corporation. At and after the Effective Time, the Articles of
Incorporation of CSOR, as in effect at the Effective Time, shall be the Articles
of Incorporation of the Surviving Corporation, except that the name of CSOR
shall be changed to "Endeavour International Corporation" as permitted by
Section 92A.180 of the Nevada Revised Statutes.
ARTICLE IV.
BYLAWS OF SURVIVING CORPORATION
4.1 CSOR's Bylaws Survive. At and after the Effective Time, the Bylaws
of CSOR as in effect at the Effective Time, shall be the Bylaws of the Surviving
Corporation until the same shall be altered, amended, or repealed, or until new
Bylaws shall be adopted in accordance with
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the provisions of law, the Articles of Incorporation, and the Bylaws of the
Surviving Corporation.
ARTICLE V.
DIRECTORS AND OFFICERS OF SURVIVING CORPORATION
5.1 Directors of Surviving Corporation. The incumbent directors of CSOR
immediately prior to the Effective Time shall constitute the board of directors
of the Surviving Corporation from and after the Effective Time, and such persons
shall hold office until the first annual meeting of stockholders of the
Surviving Corporation next following the Effective Time, or until their
successors are, in accordance with the Bylaws of the Surviving Corporation,
elected and qualified.
5.2 Officers of Surviving Corporation. The incumbent officers of CSOR
immediately prior to the Effective Time shall hold their respective offices in
the Surviving Corporation from and after the Effective Time and until the first
meeting of directors following the next annual meeting of stockholders thereof,
or until their successors are elected in accordance with the Bylaws of the
Surviving Corporation.
5.3 Vacancies. At or after the Effective Time, if a vacancy shall for
any reason exist in the board of directors or in any of the offices of the
Surviving Corporation, such vacancy shall be filled in the manner provided in
the Articles of Incorporation or Bylaws of the Surviving Corporation.
ARTICLE VI.
CAPITAL STOCK OF SURVIVING CORPORATION
6.1 Capital Stock as in CSOR's Articles of Incorporation. The
authorized number of shares of capital stock of the Surviving Corporation, the
par value, designations, preferences, rights, and limitations thereof, and the
express terms thereof, shall be as set forth in the Articles of Incorporation of
the Surviving Corporation as in effect at the Effective Time.
ARTICLE VII.
CANCELLATION OF SECURITIES ON MERGER
7.1 Cancellation of Endeavour's Common Stock. At the Effective Time,
each share of common stock, par value $0.01 per share, of Endeavour then issued
and outstanding, without any action on the part of the holders thereof, shall be
automatically cancelled and cease to exist. Any and all Endeavour shares of
capital stock held in the treasury of Endeavour shall be automatically cancelled
and cease to exist.
7.2 Endeavour's Transfer Books Closed. At the Effective Time, the stock
transfer books of Endeavour shall be deemed closed, and no transfer of capital
stock of Endeavour shall thereafter be made or consummated.
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ARTICLE VIII.
ASSETS AND LIABILITIES
8.1 Assets and Liabilities of Merging Corporations Become Those of
Surviving Corporation. At the Effective Time, all rights, privileges, powers,
immunities, and franchises of each of the Merging Corporations, both of a public
and private nature, and all property, real, personal, and mixed, and all debts
due on whatever account, as well as stock subscriptions and all other chooses or
things in action, and all and every other interest of or belonging to or due to
either of the Merging Corporations, shall be taken by and deemed to be
transferred to and shall be vested in the Surviving Corporation without further
act or deed, and all such rights, privileges, powers, immunities, franchises,
property, debts, chooses or things in action, and all and every other interest
of the Merging Corporations shall be thereafter as effectually the property of
the Surviving Corporation as they were of the respective Merging Corporations,
and the title to any real or other property, or any interest therein, whether
vested by deed or otherwise, in either of the Merging Corporations, shall not
revert or be in any way impaired by reason of the merger; provided, however,
that all rights of creditors and all liens upon any properties OF EACH of the
Merging Corporations shall be preserved unimpaired, and all debts, liabilities,
restrictions obligations, and duties of the respective Merging Corporations,
including without limitation all obligations, liabilities, and duties as lessee
under any existing lease, shall thenceforth attach to the Surviving Corporation
and may be enforced against and by it to the same extent as if said debts,
liabilities, restrictions, obligations, and duties had been incurred or
contracted by it. Any action or proceeding pending by or against either of the
Merging Corporations may be prosecuted to judgment as if the merger had not
taken place, or the Surviving Corporation may be substituted in place of either
of the Merging Corporations.
8.2 Accounting Treatment. The assets and liabilities of the Merging
Corporations shall be taken up on the books of the Surviving Corporation in
accordance with generally accepted accounting principles, and the capital
surplus and retained earnings accounts of the Surviving Corporation shall be
determined, in accordance with generally accepted accounting principles, by the
board of directors of the Surviving Corporation. Nothing herein shall prevent
the board of directors of the Surviving Corporation from making any future
changes in its accounts in accordance with law.
8.3 Termination. This Agreement may be terminated at any time prior to
the Effective Time by mutual consent of the Merging Corporations, expressed by
action of their respective boards of directors.
8.4 Waiver of Mailing Requirements. CSOR, as sole shareholder of the
common stock of Endeavour, hereby waives the requirement of mailing a copy or
summary of this Agreement set forth in Section 92A.180 of the Nevada Revised
Statutes.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed in their respective corporate names by their respective duly authorized
officers, all as of the day and year first above written.
CONTINENTAL SOUTHERN RESOURCES, INC.,
(a Nevada corporation)
By: /s/ WILLIAM L. TRANSIER
-------------------------------------
William L. Transier,
Co-Chief Executive Officer
ENDEAVOUR INTERNATIONAL CORPORATION
(a Nevada corporation)
By: /s/ WILLIAM L. TRANSIER
-------------------------------------
William L. Transier,
President
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