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AGREEMENT AND PLAN OF
MERGER
This Agreement And Plan Of Merger dated as of the 28th day of
February, 2007.
BETWEEN:
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WORLDBID CORPORATION, a Nevada corporation, with its principal
office at 810 Peace Portal Drive, Suite 201, Blaine, WA 98230
("Worldbid")
OF THE FIRST PART
AND:
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ROYALITE ACQUISITION CORP., a Nevada corporation, having its
registered office at 8275 S. Eastern Avenue, Suite 200, Las Vegas,
NV 89123
("Worldbid Sub")
OF THE SECOND PART
WHEREAS:
A. This Agreement and Plan of Merger (this "Agreement") is made
and entered into as of February 28, 2007 between Worldbid and
Worldbid Sub. Worldbid and Worldbid Sub are from time to time
herein referred to as the "Constituent Corporations";
B. Worldbid Sub is the wholly-owned subsidiary of Worldbid and
is a corporation duly organized and existing under the laws of the
State of Nevada;
C. Each of the Boards of Directors of the Constituent
Corporations deem it advisable and in the best interests of
Constituent Corporations and their respective shareholders that
Worldbid Sub be merged with and into its parent, Worldbid;
D. By consent resolution dated February 28, 2007, the Board of
Directors of Worldbid Sub has approved the Plan of Merger embodied
in this Agreement;
E. By consent resolution dated February 28, 2007, the Board of
Directors of Worldbid has approved the Plan of Merger embodied in
this Agreement.
NOW THEREFORE , in consideration of the mutual agreements
and covenants set forth herein, the Constituent Corporations do
hereby agree to merge on the terms and conditions herein provided,
as follows:
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1. THE MERGER
1.1 The Merger
Upon the terms and subject to the
conditions hereof, on the Effective Date (as hereinafter defined),
Worldbid Sub shall be merged with and into Worldbid in accordance
with the applicable laws of the State of Nevada (the "Merger"). The
separate existence of Worldbid Sub shall cease, and Worldbid shall
be the surviving corporation (the "Surviving Corporation") and
shall be governed by the laws of the State of Nevada.
1.2 Effective Date
The merger shall become effective
on the date and at the time of filing of Articles of Merger, in
substantially the form annexed hereto as Appendix A, with the
Secretary of State of the State of Nevada, (the "Effective Date"),
all after satisfaction of the requirements of the applicable laws
of Nevada prerequisite to such filings.
1.3 Articles of Incorporation
On the Effective Date, the
Articles of Incorporation of Worldbid, as in effect immediately
prior to the Effective Date, shall continue in full force and
effect as the Articles of Incorporation of the Surviving
Corporation, except that Article 1 of the Articles of Incorporation
of Worldbid, as the Surviving Corporation, shall be amended to
state that the name of the corporation is "Royalite Petroleum
Company Inc."
1.4 Bylaws
On the Effective Date, the Bylaws
of Worldbid, as in effect immediately prior to the Effective Date,
shall continue in full force and effect as the bylaws of the
Surviving Corporation.
1.5 Directors and Officers
The directors and officers of
Worldbid immediately prior to the Effective Date shall be the
directors and officers of the Surviving Corporation, until their
successors shall have been duly elected and qualified or until
otherwise provided by law, the Articles of Incorporation of the
Surviving Corporation or the Bylaws of the Surviving
Corporation.
1.6 Conditions Precedent to Closing by
Worldbid
The obligations of Worldbid to
consummate the Merger is subject to the completion of the merger
contemplated by the Amended and Restated Agreement and Plan of
Merger dated February 9, 2007 among Worldbid, Worldbid Sub and
Royalite Petroleum Corp., a Nevada corporation. The Closing of the
Merger contemplated by this Agreement will be deemed to mean a
waiver of all conditions to Closing. This condition of closing is
for the benefit of Worldbid and may be waived by Worldbid in its
sole discretion.
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2. CONVERSION OF SHARES
2.1 Worldbid Sub Common Stock
Upon the Effective Date, by virtue
of the Merger and without any action on the part of the shareholder
thereof, each share of common stock of the Worldbid Sub outstanding
immediately prior to the Effective Date shall be cancelled.
3. EFFECT OF THE MERGER
3.1 Rights, Privileges, Etc.
On the Effective Date of the
Merger, the Surviving Corporation, without further act, deed or
other transfer, shall retain or succeed to, as the case may be, and
possess and be vested with all the rights, privileges, immunities,
powers, franchises and authority, of a public as well as of a
private nature, of Worldbid Sub and Worldbid; all property of every
description and every interest therein, and all debts and other
obligations of or belonging to or due to each of Worldbid Sub and
Worldbid on whatever account shall thereafter be taken and deemed
to be held by or transferred to, as the case may be, or invested in
the Surviving Corporation without further act or deed, title to any
real estate, or any interest therein vested in Worldbid Sub or
Worldbid, shall not revert or in any way be impaired by reason of
this merger; and all of the rights of creditors of Worldbid Sub and
Worldbid shall be preserved unimpaired, and all liens upon the
property of Worldbid Sub or Worldbid shall be preserved unimpaired,
and all debts, liabilities, obligations and duties of the
respective corporations shall thenceforth remain with or be
attached to, as the case may be, the Surviving Corporation and may
be enforced against it to the same extent as if all of said debts,
liabilities, obligations and duties had been incurred or contracted
by it.
3.2 Further Assurances
From time to time, as and when
required by the Surviving Corporation or by its successors and
assigns, there shall be executed and delivered on behalf of
Worldbid Sub such deeds and other instruments, and there shall be
taken or caused to be taken by it such further other action, as
shall be appropriate or necessary in order to vest or perfect in or
to confirm of record or otherwise in the Surviving Corporation the
title to and possession of all the property, interest, assets,
rights, privileges, immunities, powers, franchises and authority of
Worldbid Sub and o
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