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Agreement And Plan Of Reorganization

This is an actual contract by MRI Medical Diagnostics.

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Sectors: Health Products and Services
Governing Law: Colorado , View Colorado State Laws
Effective Date: June 20, 1997
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AGREEMENT AND PLAN OF REORGANIZATION
MRI Medical Diagnostics, Inc.


This Agreement is made as of the 20th day of June, 1997 by and among MRI Medical Diagnostics, Inc., a Colorado corporation (hereinafter referred to as "MRI") and Alpine Herbs & Nutrition International, Inc. a Nevada corporation having its principal office in Palm Desert, California (hereinafter referred to as "Alpine"), and is based on the following:


PREMISES


A. This Agreement provides for the exchange of all of the outstanding common stock of Alpine for shares of common voting stock of MRI, all for the purpose of effecting a tax-free reorganization pursuant to Sections 354, 368(a)(1)(A) and 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended.


B. The Boards of Directors of Alpine and MRI have agreed, subject to the conditions set forth in this Agreement, and by these premises do hereby evidence their agreement, that it is desirable and in the best interests of said corporations and their stockholders, that Alpine be held as a wholly- owned subsidiary of MRI. This Agreement is being entered into for the purposes of setting forth the terms and conditions of the exchange of the shares of Alpine into shares of MRI.


AGREEMENT


Now, therefore, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, it is hereby agreed as follows:


ARTICLE 1


REPRESENTATIONS, COVENANTS AND WARRANTIES OF MRI


As an inducement to, and to obtain the reliance of Alpine, MRI represents and warrants as follows:


1.1 ORGANIZATION, GOOD STANDING, POWER, ETC. MRI (i) is a corporation duly organized, validly existing and in good standing under the law of the State of Colorado; (ii) is qualified or authorized to do business as a foreign corporation and is in good standing in all jurisdictions in which qualification or authorization may be required; and (iii) has all requisite corporate power and authority, licenses and permits to own or lease and operate their properties and carry on their business as presently being conducted and to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby.


1.2 CERTIFICATE OF INCORPORATION AND BYLAWS. Upon execution of this Agreement by both parties MRI will furnish to Alpine's representatives complete and correct copies of (i) their


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Certificates of Incorporation, as amended to date, and (ii) their Bylaws, as amended to date. MRI's Certificate of Incorporation and Bylaws are in full force and effect, and they are not in violation of any of the provisions thereof.


1.3 CAPITALIZATION. The authorized capital stock of MRI consists solely of 50,000,000 shares of Common Stock, no par value, (the "MRI Common Stock"), of which, on the date hereof 42,500,000 shares are issued and outstanding and no shares are held in the treasury of MRI. Subject to the Closing of this Agreement, MRI shall effectuate five (5) to one (1) share reverse split resulting in 8,500,000 shares outstanding. At the Closing of this Agreement, 4,000,000 shares of MRI Common Stock will have been lawfully and validly issued to the Shareholders of Alpine. All of such issued and outstanding shares of the MRI Common Stock have been duly authorized and validly issued and are fully paid and non-assessable with no personal liability attaching to the ownership thereof. MRI also has authorized 10,000,000 shares of preferred stock, no par value, of which none is nor has ever been issued. All issued and outstanding shares are legally issued, fully paid and nonassessable, and were not issued in violation of the preemptive or other rights of any person.


1.4 OPTIONS, WARRANTS, RIGHTS, ETC. MRI does not have outstanding any option, warrant or other right to purchase or convert any obligation into, any shares of MRI Common Stock, nor any instruments or obligations to confer or create such rights.


1.5 SUBSIDIARIES. MRI has no subsidiaries, and MRI does not own a controlling interest in any capital stock of any corporation.


1.6 AUTHORIZATION OF AGREEMENT. This Agreement has been or will be at Closing duly and validly authorized, executed and delivered by MRI.


1.7 TAX MATTERS. On or before Closing, MRI will have prepared and filed with the appropriate United States, state and local governmental agencies, and all foreign countries and political subdivisions thereof, all tax returns required to be filed through its March 31, 1996 Fiscal year; MRI will have paid all taxes shown on such tax returns to be payable or which have become due pursuant to any assessment, deficiency, notice, 30-day letter or similar notice received by it; and the provisions for income taxes payable in the Balance Sheets of MRI delivered to Alpine are sufficient for all accrued and unpaid taxes, whether or not disputed and for all periods to and including the date of such Balance Sheet. On or before Closing, MRI will provide true and accurate copies of all tax returns filed for the last three fiscal years.


1.8 COMPLIANCE WITH APPLICABLE LAWS. The conduct by MRI of their business does not violate or infringe on any domestic (federal, state or local) or foreign law, statute, ordinance or regulation now in effect, or, to the knowledge of MRI , proposed to be adopted, the enforcement of which would materially and adversely affect its business or the value of its properties or assets.


1.9 LITIGATION. There is no material claim, action, suit, proceeding, arbitration, investigation or inquiry pending before any federal, state, municipal, foreign or other court or governmental or administrative body or agency, or any private arbitration tribunal, or to the knowledge of MRI, threatened, against, relating to or affecting MRI or any of their properties or business, or the transactions contemplated by this Agreement; nor to the knowledge of MRI is there any basis for any such material claim, action, suit, proceeding, arbitration, investigation or


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inquiry which may have any adverse effect upon the assets, properties or business of MRI, or the transactions contemplated by this Agreement. Neither MRI nor any officer, director, partner or employee of MRI , have been permanently or temporarily enjoined by order, judgment or decree of any court or other tribunal or any agency from engaging in or continuing any conduct or practice in connection with the business engaged in by MRI. There is not in existence at present any order, judgment or decree of any court or other tribunal or any agency enjoining or requiring MRI to take any material action of any kind or to which MRI or their respective business, properties or assets are subject or bound. MRI are not in default under any order, license, regulation or demand of any federal, state or municipal or other governmental agency or with respect to any order, writ, injunction or decree or any court which would have a materially adverse impact upon MRI's operations or affairs.


1.10 OTHER INFORMATION. MRI does not presently have any material contractual commitments, non-executive officer employees or employee benefit commitments. In addition, none of the information and documents made or to be made available by MRI or any of its representatives to Alpine or any of its representatives in connection with the transactions contemplated by this Agreement is materially false or misleading or contains any material misstatements of fact or omits any material fact necessary to be stated in order to make the statements therein not misleading.


1.11 NO ADVERSE CHANGES. Since the date of MRI's most recent audited financial statements, there has been no material adverse change in MRI's financial condition, assets, liabilities, or business.


1.12 EXCHANGE ACT FILINGS AND FINANCIAL STATEMENTS. On or before Closing, MRI will have delivered to Alpine true and accurate copies of all Financial Statements and reports filed by MRI with the United States Securities and Exchange Commission (the SEC) pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the 1934 Act) through December 31, 1993 including without limitation, registration statements, 10-K's, 10-Q's, Form 8's, etc. for each of the annual, quarterly or other fiscal periods from the first to its last filings in 1993. MRI financial statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of prior years or periods and fairly present the financial position and results of operations of MRI as of the respective dates and for the periods indicated in such statements. The Balance Sheets of MRI included in the statements make full and adequate provision for all obligations, liabilities or commitments (fixed and contingent) of MRI as of their respective dates. As of the date of such financial statements, MRI had no material obligations, liabilities or commitments (fixed or contingent) not required to be reserved against in the foregoing financial statements or disclosed in the notes thereto in accordance with generally accepted accounting principles, and since the date of the most recent balance sheet has not incurred any material obligations, liabilities or commitments except the transactions contemplated by this Agreement. MRI will file all reports required of it under the 1934 Act as a result of this transaction, including a Form 8-K.


1.13 SHAREHOLDER LIST. Upon execution of this Agreement by both parties, MRI shall furnish to Alpine a true and complete list of all shareholders of MRI, including name, address, telephone number, and relationship of any beneficial or indirect interests known to MRI or its officers, directors, or advisors, of greater than 5,000 shares individually and/or in the aggregate of such beneficial or indirect interests.


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ARTICLE 2

REPRESENTATIONS, COVENANTS AND WARRANTIES OF ALPINE
As an inducement to, and to obtain the reliance of MRI, Alpine represents and warrants as follows:


2.1 ORGANIZATION, GOOD STANDING, POWER, ETC. Alpine (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada (ii) is qualified or authorized to do business as a foreign corporation and is in good standing in all jurisdictions in which qualification or authorization may be required; and (iii) has all requisite corporate power and authority, licenses, permits and franchises to own or lease and operate its properties and carry on its business as presently being conducted and to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby.


2.2 CERTIFICATE OF INCORPORATION AND BYLAWS. Upon execution of this Agreement by both parties, Alpine will furnish to MRI's representatives a complete and correct copy of (i) Alpine's Certificate of Incorporation, as amended to date; and (ii) Alpine's Bylaws, as amended to date. Alpine's Certificate of Incorporation and Bylaws are in full force and effect, and Alpine is not in violation of any of the provisions thereof.


2.3 CAPITALIZATION. The authorized capital stock of Alpine will consist solely of 25,000 shares of Common Stock, no par value, (the "Alpine Common Stock"), of which, on the date hereof 25,000 shares are issued and outstanding and no shares are held in the treasury of Alpine. All of such issued and outstanding shares of Alpine Common Stock and preferred stock have been duly authorized and validly issued and are fully paid and non-assessable with no personal liability attaching to the ownership thereof.


2.4 OPTIONS, WARRANTS, RIGHTS, ETC. Alpine does not have outstanding any option, warrant or other right to purchase or convert any obligation into, any shares of the Alpine Common Stock, nor any instruments or obligations to confer or create such rights.


2.5 SUBSIDIARIES. Alpine does not have any subsidiaries and does not own a controlling interest in any capital stock of any corporation.


2.6 AUTHORIZATION OF AGREEMENT. This Agreement has been or will be at Closing duly and validly authorized, executed and delivered by Alpine.


2.7 FINANCIAL STATEMENTS. Alpine has delivered or will deliver prior to Closing, to MRI audited financial statements for its most recent fiscal year, together with unaudited interim financial statements for the five months ended May 31, 1997. These financial statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of prior years or periods, are correct and complete and fairly present the financial position and results of operations of Alpine as of the respective dates and for the periods indicated in such statements. The Balance Sheets of Alpine included in the statements make full and adequate provisions for all obligations, liabilities or commitments (fixed and contingent) of


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Alpine as of their respective dates. As of the date of such financial statements, Alpine has no obligations, liabilities or commitments (fixed or contingent) not required to be reserved against in the foregoing financial statements or
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