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EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is entered into as of this
28th day
of April, 2005, by and between WORLD EXPLORER CORPORATION, a
Georgia corporation
("WORLD EXPLORER"), LEGAL ACCESS TECHNOLOGY, INC., a Nevada
corporation
("LATI"), and WEC ACQUISITION SUB, INC. , a Georgia corporation
and wholly-owned
subsidiary of LATI ("SUB").
R E C I T A L S:
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WHEREAS, each of the respective Boards of Directors of World
Explorer
and Sub have approved this Merger Agreement and declared its
advisability, and
the sole stockholder of Sub has voted for the adoption of the
Merger Agreement
and approved the merger of World Explorer with and into Sub (the
"Merger"), upon
the terms and subject to the conditions set forth herein, so
that in connection
with the Merger, (i) World Explorer, as successor by merger with
Sub, will
become a wholly-owned subsidiary of LATI; and (ii) the
stockholders of World
Explorer immediately prior to the Merger shall become the
stockholders of LATI,
and, by virtue of the Merger, each share of the common stock of
World Explorer
outstanding immediately prior to the Merger will be converted
into and represent
the right to receive one (1) share of the common stock of
LATI;
WHEREAS, as determined by the Board of Directors of World
Explorer and
Sub, for federal income tax purposes, it is intended that the
Merger shall
qualify as a reorganization within the meaning of Section 368(a)
of the Internal
Revenue Code of 1986, as amended (the "Code"), such that the
stockholders of
World Explorer will not recognize gain or loss for federal
income tax purposes
by virtue of the Merger; and
WHEREAS, the parties to this Merger Agreement desire to adopt
this
Merger Agreement as a Plan of Reorganization and to consummate
the Merger in
accordance with Section 368(a) of the Code.
NOW, THEREFORE, in consideration of the mutual covenants,
benefits,
conditions and agreements set forth herein and for other good
and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, it
is hereby agreed as follows:
ARTICLE I
THE MERGER
SECTION 1.1 THE MERGER. Upon the terms and subject to the
conditions
hereof, at the Effective Time (as defined in Section 1.3), World
Explorer shall
be merged with and into Sub and the separate existence of Sub
shall thereupon
cease, and World Explorer shall continue as the surviving
corporation in the
Merger (the "Surviving Corporation") under the laws of the State
of Georgia.
SECTION 1.2 CLOSING AND CLOSING DATE. The closing of the
Merger
contemplated by this Agreement (the "Closing") will take place
at the offices of
Greenberg Traurig LLP, 3290 Northside Parkway, N.W., Suite 400,
Atlanta, Georgia
30327. Subject to the satisfaction or waiver of the conditions
set forth herein,
the Closing shall be no later than April 22, 2005, unless
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otherwise mutually agreed upon by all of the parties hereto. For
purposes
hereof, the "Closing Date" shall be the day of the actual date
of the Closing.
SECTION 1.3 EFFECTIVE TIME OF THE MERGER. The Merger shall
become
effective upon the filing of a Certificate of Merger with the
Secretary of State
of the State of Georgia in accordance with the provisions of the
Georgia
Business Corporation Code ("GBCC"), or at such other time as Sub
and World
Explorer shall agree should be specified in the Certificate of
Merger, which
filing shall be made as soon as practicable on the Closing Date.
When used in
this Merger Agreement, the term "Effective Time" shall mean the
time at which
such Certificate of Merger is duly filed with the Secretary of
State of the
State of Georgia or such time as otherwise specified in the
Certificate of
Merger.
SECTION 1.4 EFFECT OF THE MERGERSECTION 1.5 . The Merger shall,
from
and after the Effective Time, have all the effects provided by
Section 14-2-1106
the GBCC.
ARTICLE 2
CONVERSION OF SHARES
SECTION 2.1 MERGER CONSIDERATION. As of the Effective Time, by
virtue
of the Merger and without any action on the part of World
Explorer, Sub or LATI,
or any stockholder of World Explorer, Sub or LATI each share of
World Explorer
common stock, par value $0.01 per share ("World Explorer Common
Stock"), issued
and outstanding immediately prior to the Effective Time
(excluding any shares of
World Explorer Common Stock held by World Explorer as treasury
stock, which
shares shall be canceled and extinguished at the Effective Time)
shall
automatically be converted into and represent the right to
receive one (1) share
of LATI common stock, par value $0.001 per share ("LATI Common
Stock"). At the
Effective Time, all such shares of LATI Common Stock shall be
duly and validly
issued, fully paid and nonassessable. As of the Effective Time,
each shares of
Sub common stock shall be converted into one (1) share of common
stock of the
Surviving Corporation.
SECTION 2.2 SURRENDER OF WORLD EXPLORER STOCK CERTIFICATES.
Holders of
certificates which, immediately prior to the Effective Time,
represented shares
of World Explorer Common Stock will be required to surrender
such certificates
for certificates representing an equal number of shares of LATI
Common Stock
into which such stockholder's shares were converted pursuant to
Section 2.1.
Until so surrendered, each certificate which, immediately prior
to the Effective
Time, represented shares of World Explorer Common Stock shall be
deemed and
treated for all corporate purposes to represent an equal number
of shares of
LATI Common Stock as though said surrender had taken place, and
all such shares
of World Explorer Common Stock converted as aforesaid shall be
deemed cancelled
and shall cease to exist.
SECTION 2.3 SURRENDER OF SUB STOCK CERTIFICATE. LATI, as the
holder of
the certificate which, immediately prior to the Effective Time,
represented all
of the issued and outstanding shares of Sub common stock (the
"Sub Stock
Certificate"), will be required to surrender the Sub Stock
Certificate for a
certificate representing the equal number of shares of the
common stock of the
Surviving Corporation into which such shares of Sub Stock were
converted
pursuant to Section 2.1. Until so surrendered, the Sub Initial
Stock Certificate
shall be deemed and treated for all corporate purposes to
represent an equal
number of shares of the
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common stock of the Surviving Corporation as though said
surrender and Merger
had taken place, and all such shares of Sub common stock shall
be deemed
cancelled and shall cease to exist.
SECTION 2.4 CLOSING OF WORLD EXPLORER'S TRANSFER BOOKS. At
the
Effective Time, the stock transfer books of World Explorer shall
be closed and
no transfer of the capital stock of World Explorer shall be made
thereafter.
ARTICLE 3
THE SURVIVING CORPORATION AND OTHER MATTERS
SECTION 3.1 ARTICLES OF INCORPORATION OF THE SURVIVING
CORPORATION. The
Articles of Incorporation of World Explorer as in effect
immediately prior to
the Effective Time shall be the Articles of Incorporation of the
Surviving
Corporation from and after the Effective Time.
SECTION 3.2 BYLAWS OF SURVIVING CORPORATION. The Bylaws of
World
Explorer as in effect immediately prior to the Effective Time
shall be the
Bylaws of the Surviving Corporation from and after the Effective
Time, until
thereafter changed or amended as provided therein or by
applicable law.
SECTION 3.3 BOARD OF DIRECTORS OF SURVIVING CORPORATION. The
directors
and officers of World Explorer immediately prior to the
Effective Time shall be
the directors and officers of the Surviving Corporation from and
after the
Effective Time, in each case, until the earlier of their
respective resignations
or the time that their respective successors are duly elected or
appointed and
qualified.
SECTION 3.4 BOARD OF DIRECTORS OF LATI. The directors and
officers of
LATI immediately prior to the Effective Time shall be the
directors and officers
of LATI from and after the Effective Time, in each case, until
the earlier of
their respective resignations or the time that their respective
successors are
duly elected or appointed and qualified; provided that, Herbert
Leeming shall be
added to the Board of Directors of LATI immediately after the
Effective Time.
SECTION 3.5 NO LIABILITY. Neither LATI nor World Explorer shall
be
liable to any Person in respect of any shares of LATI Common
Stock properly
delivered to a public official pursuant to any applicable
abandoned property,
escheat or similar law.
SECTION 3.6 RESTRICTIONS ON LATI PREFERRED STOCK. The shares of
LATI
Common Stock have not been, and will not be, registered under
the Securities
Act, in reliance on an exemption from the registration
provisions of the
Securities Act. The shares of LATI Common Stock are "restricted
securities"
under applicable U.S. federal and state securities laws and,
pursuant to these
laws, the World Explorer stockholder's must hold the shares of
LATI Common Stock
indefinitely unless they are registered with the Securities and
Merger
Commission and qualified by state authorities, or an exemption
from such
registration and qualification requirements is available. LATI
has no obligation
to register or qualify the shares of LATI Common Stock for
resale.
SECTION 3.7 LEGENDS. The shares of LATI Common Stock may bear
one or
all of the following legends:
(a) "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE
STATE
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SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH
A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY
TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF
1933 OR APPLICABLE STATE SECURITIES LAWS."
(b) Any legend required by the Blue Sky laws of any state or
required
by the corporate laws of any state to the extent such laws are
applicable to the
shares of LATI Common Stock represented by the certificate so
legended.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF WORLD EXPLORER
World Explorer hereby represents and warrants to LATI and Sub
as
follows, which representations and warranties shall survive the
Closing in
accordance with Section 10.1 hereof.
SECTION 4.1 ORGANIZATION AND QUALIFICATION. World Explorer is
a
corporation duly organized, validly existing and in good
standing under the laws
of the State of Georgia. World Explorer has the requisite
corporate power and
authority to carry on its business as it is now being conducted
and is duly
qualified or licensed to do business, and is in good standing,
in each
jurisdiction where the character of its properties owned or held
under lease or
the nature of its activities makes such qualification necessary.
Complete and
correct copies of the Articles of Incorporation and Bylaws of
World Explorer as
in effect on the date hereof have previously been provided to
LATI and Sub.
SECTION 4.2 AUTHORITY. World Explorer has the necessary
corporate power
and authority to execute and deliver this Agreement and to
consummate the
transactions contemplated hereby. The execution and delivery
hereof and the
consummation of the transactions contemplated hereby by World
Explorer have been
duly and validly authorized and approved by World Explorer's
Board of Directors
and all of its shareholders (or will have been prior to the
Closing), and no
other corporate or shareholder proceedings on the part of World
Explorer, its
Board of Directors or shareholders is necessary to authorize or
approve this
Agreement or to consummate the transactions contemplated hereby.
This Agreement
has been duly executed and delivered by World Explorer, and
assuming the due
authorization, execution and delivery by LATI and Sub,
constitutes the valid and
binding obligation of World Explorer, enforceable against World
Explorer in
accordance with its terms subject, in each case, to bankruptcy,
insolvency,
reorganization, moratorium and similar laws of general
application relating to
or affecting creditors' rights and to general principles of
equity, including
principles of commercial reasonableness, good faith and fair
dealing.
SECTION 4.3 CAPITALIZATION. The authorized capital stock of
World
Explorer consists of 50,000,000 shares of common stock, par
value $0.01, of
which 40,000,000 shares are validly issued and outstanding,
fully paid and
nonassessable, and 5,000,000 shares of preferred stock, par
value $0.01, of
which no shares are issued and outstanding. All outstanding
capital stock of
World Explorer was issued in accordance with applicable federal
and state
securities laws. There are no options, warrants, calls,
convertible notes,
agreements, commitments or other rights
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presently outstanding that would obligate World Explorer to
issue, deliver or
sell shares of its capital stock, or to grant, extend or enter
into any such
option, warrant, call, convertible note, agreement, commitment
or other right.
In addition to the foregoing, as of the date hereof, World
Explorer has no
bonds, debentures, notes or other indebtedness issued or
outstanding that have
voting rights in World Explorer. Schedule 4.3(a) sets forth a
list of (i) all
holders of record of World Explorer Common Stock; and (ii) the
number of shares
held by each of World Explorer's shareholders.
SECTION 4.4 SUBSIDIARIES. World Explorer has no subsidiaries and
does
not otherwise own or control, directly or indirectly, any equity
interest, or
any security convertible into an equity interest, in any
corporation,
partnership, limited liability company, joint venture,
association or other
business entity (any of the foregoing, an "Entity").
SECTION 4.5 1)NO CONFLICTS, REQUIRED FILINGS AND CONSENTS.
Except as
set forth on Schedule 4.5 hereto, none of i) the execution and
delivery of this
Agreement by World Explorer, ii) the consummation by World
Explorer of the
transactions contemplated hereby, or iii) compliance by World
Explorer with any
of the provisions hereof will:
(a) conflict with or violate the Articles of Incorporation or
Bylaws of
World Explorer;
(b) result in a violation of any statute, ordinance, rule,
regulation,
order, judgment or decree applicable to World Explorer, or by
which World
Explorer or any of its properties or assets may be bound or
affected;
(c) result in a violation or breach of, or constitute a default
(or an
event that, with notice or lapse of time or both, would become a
default) under,
or give to any other any right of termination, amendment,
acceleration or
cancellation of, any note, bond, mortgage, indenture, or any
material contract,
agreement, arrangement, lease, license, permit, judgment,
decree, franchise or
other instrument or obligation, to which World Explorer is a
party or by which
World Explorer or any of its properties or assets may be bound
or affected;
(d) result in the creation of any lien on any of the property or
assets
of World Explorer; or
(e) require any consent, waiver, license, approval,
authorization,
order, permit, registration or filing with, or notification to
(any of the
foregoing being a "Consent"), (i) any government or subdivision
thereof, whether
domestic or foreign, or any administrative, governmental, or
regulatory
authority, agency, commission, court, tribunal or body, whether
domestic,
foreign or multinational (any of the foregoing, a "Governmental
Entity"), except
for the filing of the Certificate of Merger pursuant to the
GBCC; or (ii) any
other individual or Entity (collectively, a "Person").
SECTION 4.6 2)UNDISCLOSED LIABILITIES. Except as set forth on
Schedule
4.6 hereto, World Explorer has no debt, liability or obligation
of any kind,
whether accrued, absolute or otherwise, including any liability
or obligation on
account of taxes or any governmental charge or penalty, interest
or fine, except
a) liabilities incurred in the ordinary course of business since
inception, that
would not, whether individually or in the aggregate, have a
material adverse
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impact on the business or financial condition of World Explorer;
and b)
liabilities incurred as a result of the transactions
contemplated hereby.
SECTION 4.7 DIRECTORS AND OFFICERS. Schedule 4.7 hereto sets
forth a
list, as of the Closing Date, of the name of each director and
officer of World
Explorer and the position(s) held by each.
SECTION 4.8 LITIGATION. There is no suit, action, claim,
investigation
or proceeding pending or, to the knowledge of World Explorer,
threatened against
or affecting World Explorer or its business, nor is there any
judgment, decree,
injunction or order of any applicable Governmental Entity or
arbitrator
outstanding against World Explorer.
SECTION 4.9 BROKERS. Except as set forth on Schedule 4.9 hereto,
no
broker or finder is entitled to any broker's or finder's fee or
other commission
in connection with the transactions contemplated hereby as a
result of
arrangements made by or on behalf of World Explorer.
SECTION 4.10 BANKRUPTCY. World Explorer has not filed a petition
or
request for reorganization or protection or relief under the
bankruptcy laws of
the United States or any state or territory thereof, made any
general assignment
for the benefit of creditors, or consented to the appointment of
a receiver or
trustee, including a custodian under the United States
bankruptcy laws, whether
such receiver or trustee is appointed in a voluntary or
involuntary proceeding.
SECTION 4.11 DISCLOSURE. No statement of fact by World
Explorer
contained herein and no written statement of fact furnished by
World Explorer to
LATI or Sub in connection herewith contains any untrue statement
of a material
fact or omits to state a material fact necessary in order to
make the statements
herein or therein contained not materially misleading.
SECTION 4.12 AUDIT. Any audit work that will need to be
completed with
respect to World Explorer and its subsidiaries in connection
with the reports
that will need to be filed by LATI with the Securities and
Merger Commission as
a result of the Merger will be able to be completed in a timely
manner.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF LATI AND SUB
LATI and Sub represent and warrant, jointly and severally, to
World
Explorer, which representations and warranties shall survive the
Closing in
accordance with Section 10.1 hereof, as follows:
SECTION 5.1 ORGANIZATION AND QUALIFICATION. Each of LATI and Sub
is a
corporation duly organized, validly existing and in good
standing under the laws
of the state of its incorporation. Each of LATI and Sub has the
requisite
corporate power and authority to carry on its business as it is
now being
conducted and is duly qualified or licensed to do business, and
is in good
standing, in each jurisdiction where the character of its
properties owned or
held under lease or the nature of its activities makes such
qualification
necessary. Complete and correct copies of the Certificates of
Incorporation and
Bylaws of LATI and Sub as in effect on the date hereof have
previously been
delivered to World Explorer.
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SECTION 5.2 AUTHORITY. Each of LATI and Sub has the necessary
corporate
power and authority to execute and deliver this Agreement and to
consummate the
transactions contemplated hereby. The execution and delivery
hereof and the
consummation of the transactions contemplated hereby by LATI and
Sub have been
duly and validly authorized and approved by their respective
board of directors
and stockholders, if required, (or will have been prior to the
Closing), and no
other corporate or shareholder proceedings on the part of LATI
or Sub, or their
respective board of directors or shareholders, are necessary to
authorize or
approve this Agreement or to consummate the transactions
contemplated hereby.
This Agreement has been duly executed and delivered by LATI and
Sub, and
assuming the due authorization, execution and delivery by World
Explorer,
constitutes the valid and binding obligation of LATI and Sub,
enforceable
against LATI and Sub in accordance with its terms, subject, in
each case, to
bankruptcy, insolvency, reorganization, moratorium and similar
laws of general
application relating to or affecting creditors' rights and to
general principles
of equity, including principles of commercial reasonableness,
good faith and
fair dealing.
SECTION 5.3 NO CONFLICTS, REQUIRED FILINGS AND CONSENTS. Except
as set
forth on Schedule 5.3 hereto, none of the execution and delivery
of this
Agreement by LATI or Sub, the consummation by LATI or Sub of the
transactions
contemplated hereby, or compliance by LATI or Sub with any of
the provisions
hereof, will:
(a) conflict with or violate the Certificate of Incorporation or
Bylaws
of LATI or Sub;
(b) result in a violation of any statute, ordinance, rule,
regulation,
order, judgment or decree applicable to LATI or Sub, or by which
LATI, Sub, or
their respective properties or assets may be bound or
affected;
(c) result in a violation or breach of, or constitute a default
(or an
event that, with notice or lapse of time or both, would become a
default) under,
or give to others any rights of termination, amendment,
acceleration or
cancellation of, any note, bond, mortgage, indenture, or any
material contract,
agreement, arrangement, lease, license, permit, judgment,
decree, franchise or
other instrument or obligation to which LATI or Sub is a party
or by which LATI,
Sub or their respective properties may be bound or affected;
(d) result in the creation of any lien on any of the property or
assets
of LATI or Sub; or
(e) require any Consent of (i) any Governmental Entity (except
for (x)
compliance with any applicable requirements of any applicable
securities laws,
and (y) the filing of the Certificate of Merger pursuant to the
GBCC); or (ii)
any other Person.
SECTION 5.4 LITIGATION. Except as set forth on Schedule 5.4
hereto or
in the SEC Reports, there is no suit, action, claim,
investigation or proceeding
pending or, to the knowledge of LATI or Sub, threatened against
or affecting
LATI or Sub, nor is there any judgment, decree, injunction or
order of any
applicable Governmental Entity or arbitrator outstanding against
LATI or Sub
that, either individually or in the aggregate, would have a
material adverse
effect on the assets, business or financial condition of LATI
and Sub, taken as
a whole.
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SECTION 5.5 BROKERS. Except as disclosed on Schedule 5.5 hereto,
no
broker or finder is entitled to any broker's or finder's fee in
connection with
the transactions contemplated hereby based upon arrangements
made by or on
behalf of LATI or Sub.
SECTION 5.6 LATI AND SUB STOCK.
(a) As of the date hereof the authorized capital stock of LATI
consists
of 100,000,000 shares of Common Stock, $.001 par value, of which
48,148,048
shares are validly issued and outstanding (40,000,000 of which
have been
contributed to Sub in connection with the Merger), and 5,000,000
shares of
preferred stock, $.001 per share, of which no shares are issued
and outstanding.
As of the date hereof the authorized capital stock of Sub
consists of 1,000
shares of Common Stock, $.01 par value, of which 1,000 shares
are validly issued
and outstanding, and no shares of preferred stock. Except as set
forth on
Schedule 5.6 hereto, there are no options, warrants, calls,
agreements,
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