Exhibit 2.4
AGREEMENT OF MERGER AND PLAN
OF REORGANIZATION
This AGREEMENT OF MERGER AND PLAN OF
REORGANIZATION (the “ Agreement ”) is
made and entered into as of May 24, 2006 between Southland
Health Services, Inc., a Delaware corporation with a mailing
address of 2344 Woodridge Avenue, Kingsport, Tennessee 37664
(“ Southland Delaware ”), and Southland
Health Services, Inc., a Florida corporation with a mailing address
of 2344 Woodridge Avenue, Kingsport, Tennessee 37664 (“
Southland Florida ”). Southland Delaware and
Southland Florida are from time to time herein referred to as the
“ Constituent Corporations .”
RECITALS
WHEREAS, Southland Delaware is a
corporation duly organized and existing under the laws of the State
of Delaware and, on the date hereof, has authority to issue 10,000
shares of common stock, $.001 par value per share (“
Southland Delaware Common Stock ”), of which
1,000 shares are issued and outstanding as of the date
hereof.
WHEREAS, Southland Florida is a
corporation duly organized and existing under the laws of the State
of Florida and, on the date hereof, has authority to issue
300,000,000 shares of common stock, par value $.001 per share
(“ Southland Florida Common Stock ”), of
which one share is issued and outstanding and owned by Southland
Delaware.
WHEREAS, the Boards of Directors of
the Constituent Corporations deem it advisable and to the advantage
of the Constituent Corporations and their respective shareholders
that Southland Delaware be merged with and into Southland Florida
for the purpose of changing the jurisdiction of incorporation of
Southland Delaware from the State of Delaware to the State of
Florida.
WHEREAS, each of the Constituent
Corporations has, subject to approval by its shareholders, adopted
the Plan of Merger embodied in this Agreement.
NOW, THEREFORE, in consideration of
the terms hereof, the Constituent Corporations do hereby agree to
merge on the terms and conditions herein provided, as
follows:
ARTICLE I
The Merger
1.01 The Merger. Upon the
terms and subject to the conditions hereof, on the Effective Date
(as hereinafter defined), Southland Delaware shall be merged with
and into Southland Florida in accordance with the applicable laws
of the States of Delaware and Florida (the “
Merger ”). The separate existence of Southland
Delaware shall cease, and Southland Florida shall be the surviving
corporation (the “ Surviving Corporation
”) and shall be governed by the laws of the State of
Florida.
1.02 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
Exhibit “A” , with the Secretary of State of the
State of Delaware, and Articles of Merger in substantially the same
form with the Secretary of State of the State of Florida, whichever
later occurs (the “ Effective Date ”),
all after satisfaction of the requirements of the applicable laws
of such States prerequisite to such filings, including, without
limitation, the approval of the shareholders of the Constituent
Corporations.
1.03 Articles of
Incorporation. On the Effective Date, the Articles of
Incorporation of Southland Florida, 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.
1.04 Bylaws. On the Effective
Date, the Bylaws of Southland Florida, as in effect immediately
prior to the Effective Date, shall continue in full force and
effect as the bylaws of the Surviving Corporation.
1.05 Directors and Officers.
The directors and officers of Southland Florida immediately prior
to the Ef
