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EXHIBIT 10.1
AGREEMENT AND PLAN OF MERGER
This
Agreement and Plan of Merger (this “
Agreement ”)
is made and entered into as of the 5th day of June 2008, by and
between Samoyed Energy Corp., a Nevada corporation (“
Surviving Corporation ”),
and Advanced Voice Recognition Systems, Inc., a Colorado
corporation (“
AVRS ”).
Each of Surviving Corporation and AVRS is sometimes referred to
individually as a “
Constituent Corporation ”,
and they are sometimes referred to jointly as the “
Constituent Corporations ”.
RECITALS
WHEREAS,
Surviving Corporation is a Nevada corporation, formed and
existing under the laws of the State of Nevada, and AVRS is a
Colorado corporation, formed and existing under the laws of
the State of Colorado.
WHEREAS,
AVRS is a wholly-owned subsidiary of Surviving
Corporation.
WHEREAS,
the board of directors of Surviving Corporation have
determined it is desirable and in the best interests of
Surviving Corporation, upon the terms and subject to the
conditions herein stated, that AVRS be merged with and into
Surviving Corporation (the “
Merger ”).
NOW,
THEREFORE, in
consideration of the foregoing and of the mutual covenants
herein contained, the parties hereby agree, in accordance with
the applicable provisions of the laws of the State of Nevada
and subject to the terms and conditions set forth herein, that
AVRS shall be merged with and into Surviving
Corporation
and
such parties further hereby adopt and agree to the following
agreements, terms and conditions relating to the Merger and
the manner of carrying the same into effect:
1.
Recitals .
The
foregoing recitals to this Agreement are incorporated in and made a
part of this Agreement.
2.
Name of Constituent Corporations .
The names of the corporations proposing to merge are
Samoyed
Energy Corp., a Nevada corporation, and Advanced Voice Recognition
Systems, Inc. a Colorado corporation ,
and the surviving corporation is the Nevada corporation, which
shall be renamed “ Advanced
Voice Recognition Systems, Inc.” as set forth in Section 3.2
and 5.2 of this Agreement and in the Articles of Merger
.
3.
Terms and Conditions of the Merger .
3.1
Surviving
Corporation .
Upon the terms hereof, and in accordance with the provisions of the
Nevada Business Corporations Act and the Colorado Business
Corporations Act, effective upon filing of the Articles of Merger
with the State of Nevada (the
“Effective Time” ),
AVRS shall be merged with and into Surviving Corporation
,
in
accordance with Section 92A.180 of the Nevada Revised
Statutes, and
Surviving Corporation
shall
be the surviving corporation. Upon consummation of the Merger at
the Effective Time, Surviving Corporation
shall
continue to be governed by the laws of the State of Nevada and its
name shall be “ Advanced
Voice Recognition Systems, Inc. ”,
and the separate formation and existence of AVRS shall
cease.
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