SURVIVING
CORPORATION AFTER THE MERGER, IS SOMETIMES REFERRED TO HEREIN AS THE "SURVIVING
CORPORATION."
2.2
CLOSING.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT,
THE CLOSING OF THE MERGER (THE "CLOSING") WILL TAKE PLACE AT THE OFFICES OF TROY
& GOULD LOCATED AT 1801 CENTURY PARK EAST, 16TH FLOOR, LOS ANGELES, CALIFORNIA
90067, OR AT SUCH OTHER PLACE AS PARENT AND THE COMPANY MUTUALLY AGREE, AT 10:00
A.M. LOCAL TIME ON THE LATER TO OCCUR OF (A) NOVEMBER 15, 2007, OR (B) THE
SECOND BUSINESS DAY AFTER THE DAY ON WHICH THE LAST OF THE CLOSING CONDITIONS
SET FORTH IN ARTICLE 6 BELOW HAS BEEN SATISFIED OR WAIVED, OR SUCH OTHER DATE AS
PARENT AND THE COMPANY MUTUALLY AGREE UPON IN WRITING (THE "CLOSING DATE").
2.3
EFFECTIVE TIME.
UPON THE TERMS OF AND SUBJECT TO THE CONDITIONS
OF THIS AGREEMENT, AS SOON AS PRACTICABLE ON THE CLOSING DATE: (A) THE PARTIES
HERETO WILL CAUSE THE MERGER TO BE CONSUMMATED BY FILING WITH THE SECRETARY OF
STATE OF THE STATE OF NEVADA A CERTIFICATE OF MERGER AND ANY REQUIRED RELATED
DOCUMENTS, IN SUCH FORM OR FORMS AS ARE REQUIRED BY, AND EXECUTED IN ACCORDANCE
WITH, APPLICABLE LAW (THE DATE AND TIME OF SUCH FILING BEING THE "EFFECTIVE
TIME" AND THE DATE UPON WHICH THE EFFECTIVE TIME OCCURS, BEING THE "EFFECTIVE
DATE"); AND (B) PARENT WILL DELIVER THE MERGER CONSIDERATION TO THE SHAREHOLDERS
OF THE COMPANY IN ACCORDANCE WITH SECTION 2.7 HEREOF; AND (C) PARENT, MERGER SUB
AND THE COMPANY WILL CROSS-DELIVER THE CERTIFICATES AND OTHER DOCUMENTS AND
INSTRUMENTS TO BE CROSS-DELIVERED PURSUANT TO ARTICLE
6
BELOW.
2.4
EFFECT OF THE MERGER.
AT THE EFFECTIVE TIME, IN ACCORDANCE WITH
THE NRS, THE SEPARATE EXISTENCE OF MERGER SUB WILL CEASE AND THE SURVIVING
CORPORATION SHALL SUCCEED, WITHOUT FURTHER ACTION, TO ALL THE PROPERTY, ASSETS,
RIGHTS, PRIVILEGES, POWERS AND FRANCHISES OF EVERY KIND OF THE NATURE AND
DESCRIPTION OF MERGER SUB AND THE COMPANY. ALL DEBTS, LIABILITIES AND DUTIES OF
MERGER SUB AND THE COMPANY WILL BECOME THE DEBTS, LIABILITIES AND DUTIES OF THE
SURVIVING CORPORATION. AS OF THE EFFECTIVE TIME, THE SURVIVING CORPORATION WILL
BE A WHOLLY OWNED SUBSIDIARY OF THE PARENT.
2.5
EFFECT OF MERGER ON COMMON STOCK OF THE PARENT.
SUBJECT TO A
REVERSE SPLIT TO BE DETERMINED BY THE PARTIES AFTER THE DATE HEREOF (THE
"REVERSE SPLIT") TO OCCUR PRIOR TO CLOSING, EACH SHARE OF COMMON STOCK OF PARENT
ISSUED AND OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE TIME, INCLUDING,
WITHOUT LIMITATION, PARENT COMMON STOCK, SHALL REMAIN ISSUED AND OUTSTANDING
7
FROM AND AFTER THE EFFECTIVE TIME.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, THE NUMBER OF SHARES OF PARENT COMMON STOCK TO BE HELD BY THE
SHAREHOLDERS OF PARENT IMMEDIATELY PRIOR TO THE CLOSING SHALL EQUAL 4.99% OF THE
FULLY DILUTED CAPITAL STOCK OF THE PARENT AS OF THE CLOSING AFTER GIVING EFFECT
TO THE SHARES OF PARENT COMMON STOCK (I) TO BE ISSUED TO THE HOLDERS OF COMPANY
COMMON STOCK PURSUANT TO SECTION 2.7(A); (II) ISSUABLE UPON CONVERSION