AGREEMENT
AND PLAN OF MERGER
between
CLIFFORD
CHINA ESTATES INC.
and
ASIAN
TRENDS MEDIA HOLDINGS, INC.
Dated
as of January 12, 2009
AGREEMENT
AND PLAN OF MERGER
AGREEMENT
AND PLAN OF MERGER, dated as of January 12, 2009, between Clifford
China Estates Inc., a Nevada corporation (“Parent”),
and Asian Trends Media Holdings, Inc., a Nevada corporation and a
direct wholly-owned subsidiary of Parent (“Asian
Trends”). Parent and Asian Trends are hereinafter
collectively referred to as the “Constituent
Corporations.”
WITNESSETH:
WHEREAS,
the board of directors of Parent has determined that it is
advisable and in the best interests of the respective companies and
shareholders to enter into a business combination by means of the
merger of Asian Trends with and into Parent (the
“Merger”) and has approved and adopted this Agreement
and Plan of Merger (the “Agreement”);
NOW,
THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto hereby agree as
follows:
1.
Merger and Effective Time . Concurrently with the entry into
the Agreement, Asian Trends and Parent will enter into articles of
merger (the “Articles of Merger”) to be filed with the
Secretary of State of Nevada. In the Articles of Merger Parent and
Asian Trends will request that the Articles of Merger become
effective on January 20, 2009 (the “Effective
Time”). At the Effective Time Asian Trends shall
be merged with and into Parent (the “Merger”) and
Parent shall be the surviving corporation of the Merger (the
“Surviving Corporation”).
2.
Effect of Merger . At the Effective Time, Asian Trends shall
merge into the Surviving Corporation and the separate existence of
Asian Trends shall cease. The effect of the Merger shall be as
provided in the Nevada Revised Statutes. Without limiting the
generality of the foregoing, all rights, powers, privileges,
obligations and duties of Asian Trends shall become the rights,
powers, privileges, obligations and duties of the Surviving
Corporation.
3.
Name of Surviving Corporation . The name of the Surviving
Corporation shall be “Asian Trends Media Holdings,
Inc.”
4.
Governing Documents . The Articles of Incorporation of
Parent, as amended to the extent provided in the Articles of
Merger, and the Bylaws of Parent, as in effect at the Effective
Time, shall continue in full force and effect as the Articles of
Incorporation and Bylaws of the Surviving Corporation until sooner
terminated or changed as permitted by the provisions of Nevada
Revised Statutes, as amended.
5.
Directors and Officers . At the Effective Time, the
directors and the officers of the Surviving Corporation shall be
the incumbent directors and officers of Parent, all of whom shall
hold their directorships and officerships until the election and
qualification of their respecti
