EXHIBIT 3.1.9
AGREEMENT OF MERGER
This Agreement of Merger is adopted by Enlighten Softwear Solutions,
Inc., a business corporation organized under the laws of the State of
California, by resolution of its Board of Directors on July 30, 2007, and is
adopted by Enlighten Software Solutions, Inc., business corporation organized
under the laws of the State of Delaware, by resolution of its Board of Directors
on July 30, 2007. The names of the corporations planning to merge are Enlighten
Softwear Solutions, Inc., a business corporation organized under the laws of the
State of California and Enlighten Software Solutions, Inc., a business
corporation organized under the laws of the State of Delaware. The name of the
surviving corporation is Enlighten Software Solutions, Inc., a Delaware
corporation.
1. Enlighten Softwear Solutions, Inc., a California corporation, and
Enlighten Software Solutions, Inc., a Delaware corporation, shall pursuant to
the provisions of the California Corporations Act and pursuant to the provisions
of the Delaware General Corporation Law, be merged into a single corporation, to
wit, Enlighten Software Solutions, Inc., a Delaware corporation, which shall be
the surviving corporation at the effective time of the filing of this Agreement
of Merger or a Certificate of Merger with the State of Delaware. Enlighten
Software Solutions, Inc., a Delaware corporation may sometimes be referred to as
the "Surviving Corporation" and shall continue to exist in accordance with the
provisions of the laws of the jurisdiction of its organization. The separate
existence of Enlighten Softwear Solutions, Inc., a California corporation, which
is hereinafter referred to as the "Non-Surviving Corporation" shall cease at the
effective time and date of the merger in accordance with the provisions of the
Section 1108 of the California Corporations Code.
2. The present Articles of Incorporation of the Surviving Corporation
shall be the Articles of Incorporation of said Surviving Corporation and said
Articles of Incorporation shall continue in full force and effect until amended
and changed in the manner prescribed by the provisions of the laws of the
jurisdiction of organization of the Surviving Corporation.
3. The present Bylaws of the Surviving Corporation will be the bylaws of
said Surviving Corporation and will continue in full force and effect until
changed, altered or amended as therein provided and in the manner prescribed by
the provisions of the laws of the jurisdiction of organization of the Surviving
Corporation.
4. The directors and officers of the Surviving Corporation, which are the
same as the directors and officers of the Non-Surviving Corporation, at the
effective time and date of the merger shall be the members of the first Board of
Directors and the first officers of the Surviving Corporation, all of whom shall
hold their respective offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the bylaws of the Surviving Corporation.
5. Each issued share of the Non-Surviving Corporation immediately before
the effective time and date of the merger shall be converted into one share of
the same class of stock of the Surviving Corporation. The issued shares of the
Surviving Corporation shall not be converted or exchanged in any manner, but
each said share which is issued at the effective time and date of the merger
shall continue to represent one issued share of the Surviving Corporation.
6. The Agreement of Merger herein made and approved shall be submitted to
the shareholders of the Surviving and Non-Surviving Corporation for approval as
required by the laws of the State of California and the laws of the State of
Delaware.
7. In the event that the Agreement of Merger shall have been approved by
the shareholders entitled to vote of the Non-Surviving Corporation and by the
shareholders entitled to vote of the Surviving Corporation in the manner
prescribed by the laws of the State of California and the laws of the State of
Delaware, the Non-Surviving Corporation and the Surviving
Corporation hereby stipulate that they will cause to be executed and filed
and/or recorded any document or documents prescribed by the laws of the State of
California and the laws of the State of Delaware and that they will cause to be
performed all necessary acts therein and elsewhere to effectuate the merger.
8. The Board of Directors and the proper officers of the Non-Surviving
Corporation and the Board of Directors and the proper officers of the Surviving
Corporation respectively, are hereby authorized, empowered, and directed to do
any and all acts and things and to make, execute, deliver, file and/or record
any and all instruments, papers and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Agreement of Merger or of the merger herein provided for.
Executed July 30, 2007 Enlighten Softwear Solutions, Inc.
a California corporation
By: /s/ Xxxxxxx Xxxxxxx,
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Xxxxxxx Xxxxxxx, President
Enlighten Software Solutions, Inc.
a Delaware corporation
By: /s/ Xxxxxxx Xxxxxxx,
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Xxxxxxx Xxxxxxx, President
