SunnComm or MediaMax Tech ?
I am agreement with GCRox99 on this one. I think that 8K filing is in error (unless they do want it called SunnComm International).
The Definitive Merger PR is clear. The resulting entity is to be named MediaMax Technology Corporation. But unfortunately the PR is not the merger document that is to be agreed upon.
The combined organization will be named MediaMax Technology Corporation with the stock symbol (OTCBB:MMXT).
But the 8K filing seems to have a few errors relating to the allocation of the name (I may be wrong, but legalize can't be that abstruse that it means the opposite to what it seems to say in plain English).
The definitions of Buyer, Sub and Seller are clear from the preamble...
AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of June 11, 2005, by and among MediaMax Technology Corporation, Inc., a Nevada corporation ("Buyer"), MMXT Sub, Inc., a Nevada corporation and a direct, wholly-owned subsidiary of Buyer ("Sub"), and SunnComm International, Inc., a Nevada corporation ("Seller").
The first mention of "Surviving Corporation" is in Section 1.01.
Section 1.01 Effective Time of the Merger. Subject to the provisions of this Agreement, articles of merger in such form as shall be required by the relevant provisions of the Nevada Revised Statutes ("NRS") (the "Articles of Merger") shall be duly prepared, executed and acknowledged by the Surviving Corporation (as defined in Section 1.03)......
"Surviving Corporation" is to be defined in Section 1.03.
Section 1.03 Effects of the Merger. At the Effective Time (i) the separate existence of Sub shall cease and Sub shall be merged with and into Seller (Sub and Seller are sometimes referred to below as the "Constituent Corporations" and Seller is sometimes referred to herein as the "Surviving Corporation"), (ii) the Articles of Incorporation of Sub immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation, except that the name of the corporation set forth therein shall be changed to the name of Seller, and (iii) the Bylaws of the Sub as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, except that the name of the corporation set forth therein shall be changed to the name of Seller.
That section is defining the "Surviving Corporation" as a merger of Sub into Seller, and will use the Articles and Bylaws of Sub, but with the corporation name changed to that of Seller (SunnComm). The legal entity that survives ("Surviving Company") is Seller (SunnComm) with Sub (MMXT Sub) ceasing to exist.
"Sub" (MMXT Sub) is a new corporation that will be set up purely for the purpose of facilitating this merger (I don't see it yet listed in the Nevada Corporations register). Its Articles of Incorporation and Bylaws will obviously have its Corporation Name defined as "MMXT Sub". What 1.03 above should be saying is that these Articles and Bylaws will become the Articles and Bylaws of the "Surviving Corporation" except that the Corporation Name stated therin will be changed to that of Buyer (MediaMax Technology Corporation). Instead it said Seller (SunnComm International)
The statement that Seller is sometimes referred to herein as the "Surviving Corporation". relates to the fact that after the merger between Sub and Seller, only one of those two corporations will remain. It states that Sub will cease to exist, so the "Surviving Corporation" will be Seller (SunnComm). But just because the surviving corporation is SunnComm, that doesn't mean it can't be renamed MediaMax Technology Corporation (which the agreement errs in doing). I would guess the reason the "Surviving Corporation" is the original legal entity SunnComm is so that they don't have issues over trademark ownerships, patent ownership, existing contractual agreements etc.
