GREENWOOD HALL, INC. - FORM S-1 - EX-2.2 - EXHIBIT 2.1

Attached files

file	filename
S-1 - S-1 - GREENWOOD HALL, INC.	s100901_s1.htm
EX-23.1 - EXHIBIT 23.1 - GREENWOOD HALL, INC.	s100901_23-1.htm
EX-2.1 - EXHIBIT 2.1 - GREENWOOD HALL, INC.	s100901_ex2-1.htm
EX-4.1 - EXHIBIT 4.1 - GREENWOOD HALL, INC.	s100901_ex4-1.htm
EX-4.4 - EXHIBIT 4.4 - GREENWOOD HALL, INC.	s100901_ex4-4.htm
EX-3.2 - EXHIBIT 3.2 - GREENWOOD HALL, INC.	s100901_ex3-2.htm
EX-4.2 - EXHIBIT 4.2 - GREENWOOD HALL, INC.	s100901_ex4-2.htm
EX-4.3 - EXHIBIT 4.3 - GREENWOOD HALL, INC.	s100901_ex4-3.htm
EX-10.3 - EXHIBIT 10.3 - GREENWOOD HALL, INC.	s100901_ex10-3.htm
EX-10.8 - EXHIBIT 10.8 - GREENWOOD HALL, INC.	s100901_ex10-8.htm
EX-10.6 - EXHIBIT 10.6 - GREENWOOD HALL, INC.	s100901_ex10-6.htm
EX-10.1 - EXHIBIT 10.1 - GREENWOOD HALL, INC.	s100901_ex10-1.htm
EX-10.7 - EXHIBIT 10.7 - GREENWOOD HALL, INC.	s100901_ex10-7.htm
EX-10.2 - EXHIBIT 10.2 - GREENWOOD HALL, INC.	s100901_ex10-2.htm
EX-10.4 - EXHIBIT 10.4 - GREENWOOD HALL, INC.	s100901_ex10-4.htm
EX-3.1.2 - EXHIBIT 3.1.2 - GREENWOOD HALL, INC.	s100901_ex3-1x2.htm
EX-3.1.1 - EXHIBIT 3.1.1 - GREENWOOD HALL, INC.	s100901_ex3-1x1.htm
EXCEL - IDEA: XBRL DOCUMENT - GREENWOOD HALL, INC.	Financial_Report.xls
EX-10.5 - EXHIBIT 10.5 - GREENWOOD HALL, INC.	s100901_ex10-5.htm

Exhibit 2.2 Articles of Merger Divio Holdings, Corp

Articles of Merger
(Pursuant to NRS Chapter 92A)

1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200):

¨ If there are more than four merging entities, check box and attach an 81/2” x 11” blank sheet containing the required information for each additional entity from article one.

DIVIO HOLDINGS, CORP.
Name of merging entity

Nevada	Corporation
Jurisdiction	Entity type *

Greenwood Hall, Inc.
Name of merging entity

Nevada	Corporation
Jurisdiction	Entity type *

[____________________]
Name of merging entity

[____________________]	[____________________]
Jurisdiction	Entity type *

Name of merging entity

[____________________]	[____________________]
Jurisdiction	Entity type *

and,
DIVIO HOLDINGS, CORP.
Name of surviving entity

Nevada	Corporation
Jurisdiction	Entity type *

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.190):

Attn: [____________________]

c/o: [____________________]

3) Choose one:

Exhibit 2.2 Articles of Merger Divio Holdings, Corp

¨ The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

¨ The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180).

4) Owner’s approval (NRS 92A.200) (options a, b or c must be used, as applicable, for each entity):

¨ If there are more than four merging entities, check box and attach an 81/2” x 11” blank sheet containing the required information for each additional entity from the appropriate section of article four.

(a) Owner’s approval was not required from

DIVIO HOLDINGS, CORP.
Name of merging entity, if applicable

Greenwood Hall, Inc.
Name of merging entity, if applicable

[____________________]
Name of merging entity, if applicable

[____________________]
Name of merging entity, if applicable and, or;

and, or;
DIVIO HOLDINGS, CORP.
Name of surviving entity, if applicable

(b) The plan was approved by the required consent of the owners of *:

[____________________]
Name of merging entity, if applicable

and, or;
[____________________]
Name of surviving entity, if applicable

Exhibit 2.2 Articles of Merger Divio Holdings, Corp

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.

[____________________]
Name of merging entity, if applicable

and, or;
[____________________]
Name of surviving entity, if applicable

5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

Article 1 of the Articles of Incorporation of DIVIO HOLDINGS, CORP., a surviving corporation, is hereby amended to change the name of DIVIO HOLDINGS, CORP. to Greenwood Hall, Inc.

6) Location of Plan of Merger (check a or b):

x (a) The entire plan of merger is attached; or,

¨ (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

7) Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)

Date: July 1, 2014

Time: 12:01 am

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A. 180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

Exhibit 2.2 Articles of Merger Divio Holdings, Corp

8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; Ail general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)

¨ If there are more than four merging entities, check box and attach an 81/2” x 11” blank sheet containing the required information for each additional entity from article eight.

Name of merging entity
DIVIO HOLDINGS, CORP.	President	06-27-14
Signature	Title	Date

Name of merging entity
Greenwood Hall, Inc.	President	06-27-14
Signature	Title	Date

[____________________]
Name of merging entity

[____________________]	_______	_______
Signature	Title	Date

[____________________]
Name of merging entity

[____________________]	_______	_______
Signature	Title	Date

and,
Name of surviving entity
DIVIO HOLDINGS, CORP.	President	06-27-14
Signature	Title	Date

*The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

Exhibit 2.2 Articles of Merger Divio Holdings, Corp

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT dated as of June 20,2014.

BETWEEN:

DIVIO HOLDINGS, CORP., a Nevada corporation, having its office at 55 A Cliff View Drive, Green Bay, Auckland, NZ

(“Divio”)

AND:

GREENWOOD HALL, INC., a Nevada corporation, having its office at 55 A Cliff View Drive, Green Bay, Auckland, NZ

(“Greenwood”)

WHEREAS:

A. Greenwood is a wholly-owned subsidiary of Divio;

B. The boards of directors of Divio and Greenwood deem it advisable and in the best interests of their respective companies and shareholders that Greenwood be merged with and into Divio, with Divio remaining as the surviving corporation under the name “Greenwood Hall, Inc.”;

C. The board of directors of Greenwood has adopted and approved the plan of merger embodied in this Agreement; and

D. The board of directors of Divio has adopted and approved the plan of merger embodied in this Agreement.

THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:

1. THE MERGER

1.1 The Merger

Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Greenwood shall be merged with and into Divio in accordance with the applicable laws of the State of Nevada (the “Merger”). The separate existence of Greenwood shall cease, and Divio shall be the surviving corporation under the name “Greenwood Hall, Inc.” (the “Surviving Corporation”) and shall be governed by the laws of the State of Nevada.

1.2 Effective Date

The Merger shall become effective on the date and at the time (the “Effective Date”) that

Exhibit 2.2 Articles of Merger Divio Holdings, Corp

(a) the Articles of Merger, in substantially the form annexed hereto as Appendix A, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and

(b) after satisfaction of the requirements of the laws of the State of Nevada.

1.3 Articles of Incorporation

On the Effective Date, the Articles of Incorporation of Divio, 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 except that Article 1 of the Articles of Incorporation of Divio, as the Surviving Corporation, shall be amended to state that the name of the corporation is “Greenwood Hall, Inc.”.

1.4 Bylaws

On the Effective Date, the Bylaws of Divio, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Bylaws of the Surviving Corporation.

1.5 Directors and Officers

The directors and officers of Divio immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

2. CONVERSION OF SHARES

2.1 Common Stock of Divio

Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of Divio, par value of $0,001 per share, issued and outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation, par value of $0,001 per share (the “Survivor Stock”).

2.2 Common Stock of Greenwood

Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of Greenwood, par value of $0,001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.

2.3 Exchange of Certificates

Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.

Exhibit 2.2 Articles of Merger Divio Holdings, Corp

3. EFFECT OF THE MERGER

3.1 Rights, Privileges, etc.

On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Divio and Greenwood; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Divio and Greenwood on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Divio or Greenwood, shall not revert or in any way be impaired by reason of the Merger; and all of the rights of creditors of Divio and Greenwood shall be preserved unimpaired, and all liens upon the property of Divio or Greenwood shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it

3.2 FURTHER ASSURANCES

From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Greenwood such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Greenwood and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Greenwood or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

4. GENERAL

4.1 Abandonment

Notwithstanding any approval of the Merger or this Agreement by the shareholders of Divio or Greenwood or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of Divio and Greenwood.

4.2 Amendment

At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the boards of directors of both Divio and Greenwood.

4.3 Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.

Exhibit 2.2 Articles of Merger Divio Holdings, Corp

4.4 Counterparts

In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.

IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.

DIVIO HOLDINGS, CORP

Per:	/s/ James Grant
Authorized Signatory - James Grant

GREENWOOD HALL, INC.

Per:	/s/ James Grant
Authorized Signatory - James Grant

Exhibit 2.2 Articles of Merger Divio Holdings, Corp

APPENDIX A

To the Agreement and Plan of Merger between Divio and Greenwood

Articles of Merger

Exhibit 2.2 Articles of Merger Divio Holdings, Corp

Articles of Merger
(Pursuant to NRS Chapter 92A)

1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200):

¨ If there are more than four merging entities, check box and attach an 81/2” x 11” blank sheet containing the required information for each additional entity from article one.

DIVIO HOLDINGS, CORP.
Name of merging entity

Nevada	Corporation
Jurisdiction	Entity type *

Greenwood Hall, Inc.
Name of merging entity

Nevada	Corporation
Jurisdiction	Entity type *

[____________________]
Name of merging entity

[____________________]	[____________________]
Jurisdiction	Entity type *

Name of merging entity

[____________________]	[____________________]
Jurisdiction	Entity type *

and,
DIVIO HOLDINGS, CORP.
Name of surviving entity

Nevada	Corporation
Jurisdiction	Entity type *

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.190):

Attn: [____________________]

c/o: [____________________]

3) Choose one:

Exhibit 2.2 Articles of Merger Divio Holdings, Corp

¨ The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

x The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180).

4) Owner’s approval (NRS 92A.200) (options a, b or c must be used, as applicable, for each entity):

(a) Owner’s approval was not required from

DIVIO HOLDINGS, CORP.
Name of merging entity, if applicable

Greenwood Hall, Inc.
Name of merging entity, if applicable

[____________________]
Name of merging entity, if applicable

[____________________]
Name of merging entity, if applicable and, or;

and, or;
DIVIO HOLDINGS, CORP.
Name of surviving entity, if applicable

(b) The plan was approved by the required consent of the owners of *:

[____________________]
Name of merging entity, if applicable

and, or;
[____________________]
Name of surviving entity, if applicable

Exhibit 2.2 Articles of Merger Divio Holdings, Corp

[____________________]
Name of merging entity, if applicable

and, or;
[____________________]
Name of surviving entity, if applicable

5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

Article 1 of the Articles of Incorporation of DIVIO HOLDINGS, CORP., a surviving corporation, is hereby amended to change the name of DIVIO HOLDINGS, CORP. to Greenwood Hall, Inc.

6) Location of Plan of Merger (check a or b):

x (a) The entire plan of merger is attached; or,

7) Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)

Date:

Time:

Exhibit 2.2 Articles of Merger Divio Holdings, Corp

¨ If there are more than four merging entities, check box and attach an 81/2” x 11” blank sheet containing the required information for each additional entity from article eight.

DIVIO HOLDINGS, CORP
Name of merging entity
	President	06-27-14
Signature	Title	Date

Greenwood Hall, Inc.
Name of merging entity
	President	06-27-14
Signature	Title	Date

[____________________]
Name of merging entity

[____________________]	_______	_______
Signature	Title	Date

[____________________]
Name of merging entity

[____________________]	_______	_______
Signature	Title	Date

and,
Name of surviving entity
DIVIO HOLDINGS, CORP.	President	06-27-14
Signature	Title	Date

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

GREENWOOD HALL, INC. - FORM S-1 - EX-2.2 - EXHIBIT 2.1 - March 25, 2015

Attached files

GREENWOOD HALL, INC. Reports