EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (the "Merger Agreement") is made this
9th day of April, 2004, by and between GLOBAL DIVERSIFIED ACQUISITION CORP., a
Nevada corporation ("Parent"), and GD MERGER CORP., a Nevada corporation
("Subsidiary"). Parent and Subsidiary are sometimes referred to herein as the
"Constituent Corporations."
RECITALS
WHEREAS, Parent is a corporation duly organized and existing under the
laws of the State of Nevada; and
WHEREAS, Subsidiary is a company duly organized and existing under the
laws of the State of Nevada; and
WHEREAS, on the date of this Merger Agreement, Subsidiary has authority
to issue: (i) 1,000 shares of common stock, par value $0.001 per share
("Subsidiary Common Stock"), of which 100 shares are held by Parent; and
WHEREAS, on the date of this Merger Agreement, Parent has authority to
issue 100,000,000 shares of Common Stock, par value $0.001 per share, of which
28,389,018 shares are issued and outstanding ("Parent Common Stock"); and
WHEREAS, the respective Boards of Directors of Parent and Subsidiary
have determined that it is advisable and to the advantage of such corporations
that Subsidiary merge with and into Parent upon the terms and conditions herein
provided; and
WHEREAS, the respective Boards of Directors of Parent and Subsidiary
have approved this Merger Agreement, and the Board of Directors of Subsidiary
has directed that this Merger Agreement be submitted to the vote of its sole
stockholder; and
WHEREAS, for United States federal income tax purposes, it is the
intention of the parties to this Agreement that the merger shall qualify as a
"reorganization" for federal income tax purposes within the meaning of Section
368(a) of the Internal Revenue Code and that this Agreement shall constitute a
"plan of reorganization" for the purposes of the Internal Revenue Code.
NOW, THEREFORE, in consideration of the mutual promises and on the terms
and conditions set forth below, the mutuality, adequacy and sufficiency of which
are hereby acknowledged, the parties do hereby adopt the plan of reorganization
encompassed by this Merger Agreement and do hereby agree that Subsidiary shall
merge with and into Parent.
I. TERMS AND CONDITIONS
1.1 MERGER. Upon the date this Merger Agreement is made effective in
accordance with applicable Nevada law by filing a Certificate of Ownership and
Merger with the Secretary of State of the State of Nevada (the "Effective
Date"), Subsidiary shall be merged with and into Parent (the "Merger"), and
Parent shall be the surviving corporation of the Merger.
1.2 FILING AND EFFECTIVENESS. The Merger shall become effective when
properly executed Articles of Merger meeting the requirements of the Nevada
General Corporation Law (the "NGCL") shall have been filed with the Secretary of
State of the State of Nevada.
1.3 SUCCESSION. Upon the Effective Date, the separate existence of
Subsidiary shall cease and Parent shall succeed to all of the rights,
privileges, powers and property of Subsidiary in the manner of and as more fully
set forth in Section 92A.180 of the NGCL.
1.4 SUBSIDIARY COMMON STOCK. Upon the Effective Date, by virtue of
the Merger and without any action on the part of the holder thereof or the
Constituent Corporations, each share of Subsidiary Common Stock issued and
outstanding immediately prior to the Effective Date shall be cancelled.
II. ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS AND OFFICERS
2.1 ARTICLES OF INCORPORATION. The Articles of Incorporation of
Parent as in effect immediately prior to the Effective Date shall continue in
full force and effect thereafter as the Articles of Incorporation of Parent
without change or amendment until such Articles of Amendment is duly amended in
accordance with the provisions thereof and applicable law, except that the
Articles of Incorporation of Parent shall be amended in accordance with the
provisions of Section 92A.180 (5) of the NGCL as follows:
"Article I. The name of the corporation is MailKey Corporation".
2.2 BYLAWS. The Bylaws of Parent in effect immediately prior to the
Effective Date shall continue in full force and effect thereafter as the Bylaws
of Parent without change or amendment, until such Bylaws are duly amended in
accordance with the provisions thereof and applicable law.
2.3 DIRECTORS. The directors of Parent immediately prior to the
Effective Date shall upon the Effective Date remain the directors of Parent and
shall serve until the next annual meeting of shareholders of Parent and until
their successors are duly elected and qualified or until their earlier
resignation, removal or death.
2.4 OFFICERS. The officers of Parent shall remain the officers of
Parent upon the Effective Date and shall serve until their successors are duly
elected and qualified or their earliest resignation, removal or death.
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III. MISCELLANEOUS
3.1 FURTHER ASSURANCES. From time to time, as and when required by
Parent or by its successors and assigns, there shall be executed and delivered
on behalf of Subsidiary such deeds and other instruments, and there shall be
taken or caused to be taken by it such further and other actions, as shall be
appropriate or necessary in order to vest, perfect or confirm, of record or
otherwise, in Parent the title to and possession of all of the property,
interests, assets, rights, privileges, immunities, powers, franchises and
authority of Subsidiary and otherwise to carry out the purposes of this Merger
Agreement, and the proper officers and directors of Parent are fully authorized
in the name and on behalf of Subsidiary or otherwise to take any and all such
actions and to execute and deliver any and all such deeds and other instruments.
3.2 ABANDONMENT. At any time before the Effective Date, this Merger
Agreement may be terminated and the Merger may be abandoned by the Board of
Directors of either Subsidiary or Parent or both, notwithstanding the approval
of this Merger Agreement by the shareholder of Subsidiary.
3.3 GOVERNING LAW. This Agreement shall in all respects be
construed, interpreted and enforced in accordance with and governed by the laws
of the State of Nevada.
3.4 COUNTERPARTS. In order to facilitate the filing and recording of
this Merger Agreement, the same may be executed in any number of counterparts
and delivered via facsimile, each of which shall be deemed to be an original.
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IN WITNESS WHEREOF, this Merger Agreement, having first been duly
approved by the respective Boards of Directors of Subsidiary and Parent, is
hereby executed on behalf of each said corporation and attested by their
respective officers thereunto duly authorized.
GLOBAL DIVERSIFIED ACQUISITION CORP.
By: /s/ Graham Norton-Standen
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Graham Norton-Standen
Chairman and Chief Executive Officer
GD ACQUISITION CORP.
By: /s/ Graham Norton-Standen
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Graham Norton-Standen
President