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EXHIBIT 2.7
PLAN OF MERGER AND ACQUISITION AGREEMENT
This Plan of Merger and Acquisition Agreement (this "Merger
Agreement") is entered into as of the 30th day of December, 1997, between
LifeQuest Medical, Inc., a Delaware corporation ("LifeQuest"), LifeQuest
Endoscopic Technologies, Inc., a Nevada corporation ("LQET"), Xxxxx Medical,
Inc., a Nevada corporation ("KMI") and Val-U-Med, Inc., a Nevada corporation
("VMI") (LifeQuest, LQET, KMI and VMI are sometimes hereinafter collectively
referred to as the "Constituent Corporations").
Recitals
A. As of the date hereof, LifeQuest has authorized capital stock
consisting of 10,000,000 shares of common stock, $.001 par value, of which
6,710,883 shares are issued and outstanding and 2,000,000 shares of preferred
stock, $.001 par value, of which no shares are issued and outstanding
("LifeQuest Stock").
B. As of the date hereof, LQET has authorized capital stock
consisting of 1,000 shares of common stock, $.01 par value ("LQET Stock"), of
which 1,000 shares are issued and outstanding.
C. As of the date hereof, KMI has authorized capital stock
consisting of 1,000 shares of common stock, $.01 par value ("KMI Stock"), of
which 1,000 shares are issued and outstanding.
D. As of the date hereof, VMI has authorized capital stock
consisting of 1,000 shares of common stock, $.01 par value ("VMI Stock"), of
which 1,000 shares are issued and outstanding.
E. As of the date hereof, LifeQuest owns all of the issued and
outstanding capital stock of each of LQET, KMI and VMI.
F. The Board of Directors of each of the Constituent Corporations
have deemed it in the best interests of each of LifeQuest, LQET, KMI and VMI
that each of LQET, KMI and VMI be merged (the "Merger") with and into LifeQuest
(such corporation in its capacity as the surviving corporation being
hereinafter sometimes called the "Surviving Corporation") on the terms and
conditions herein set forth, and has authorized the execution and delivery of
this Merger Agreement.
Agreements
In consideration of the premises and the mutual agreements, covenants
and provisions herein contained, the parties hereto agree as follows:
ARTICLE I
1.1 Merger. At the Effective Time (as defined in Section 1.2
hereof), each of LQET, KMI and VMI shall be merged with and into LifeQuest, the
separate existence of each of LQET, KMI and VMI shall cease and LifeQuest as
the surviving corporation, shall continue to exist by virtue of and shall be
governed by the laws of the State of Delaware and shall maintain a registered
office in the State of Delaware, c/o The Corporation Trust Company, 0000 Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
1.2 Effective Time of Merger. The Merger shall be effective at
12:01 a.m. on January 1, 1998 (the time of such effectiveness is herein called
the "Effective Time").
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1.3 Effect of Merger. At the Effective Time, LifeQuest, without
further action, as provided by the laws of each of the State of Delaware and
the State of Nevada, shall succeed to, possess and enjoy all the rights,
privileges, powers, immunities and franchises of a public as well as of a
private nature, of each of LQET, KMI and VMI. All debts due to each of LQET,
KMI and VMI on whatever account and all and every other interest and asset of
or belonging to each of LQET, KMI and VMI, respectively, shall be taken and
deemed to be transferred to and vested in LifeQuest as effectually as they were
vested in each of LQET, KMI and VMI, respectively, without further act or deed;
the title to any real estate vested by deed or otherwise in each of LQET, KMI
and VMI shall not revert or be in any way impaired by reason of the Merger; all
rights of creditors and all liens upon the property of each of LQET, KMI and
VMI shall be preserved unimpaired; all debts, obligations, liabilities and
duties of each of LQET, KMI and VMI shall thenceforth attach to LifeQuest and
may be enforced against LifeQuest, and LifeQuest shall thenceforth be
responsible and liable therefor to the same extent as if such debts,
obligations, liabilities and duties had been incurred or contracted by it; and
any claim existing or action or proceeding pending by or against each of LQET,
KMI and VMI may be prosecuted as if the Merger had not taken place, or
LifeQuest may be substituted in place of any of LQET, KMI and VMI. At any time
or from time to time after the Effective Time, the last acting officers of each
of LQET, KMI and VMI shall, in the name of each of LQET, KMI and VMI, execute
and deliver all such proper deeds, assignments and other instruments as
LifeQuest may deem necessary or desirable in order to vest, perfect or confirm
LifeQuest's title to and possession of all of each of LQET, KMI and VMI's
property, rights, privileges, powers, immunities and franchises and otherwise
to carry out the purposes of this Merger Agreement.
1.4 Certificate of Incorporation. The provisions of the
certificate of incorporation of LifeQuest as in effect at the Effective Time
shall be and remain the certificate of incorporation of the Surviving
Corporation, until such certificate of incorporation shall be amended as
provided by law.
1.5 Bylaws. The bylaws of LifeQuest as in effect at the Effective
Time shall be and remain the bylaws of the Surviving Corporation, until the
same shall thereafter be altered, amended or repealed in accordance with law.
ARTICLE II
2.1 Conversion of LifeQuest Stock. Each share of LifeQuest Stock
outstanding at the Effective Time shall be converted into one fully paid and
nonassessable share of common stock, $.001 par value ("Surviving Corporation
Stock"), of the Surviving Corporation, without any action on the part of the
holder thereof. The certificates for such shares shall not be surrendered or
in any way modified by reason of the Merger's becoming effective.
2.2 Cancellation of LQET Stock. Each share of LQET Stock
outstanding at the Effective Time shall be cancelled, without any action on the
part of the holder thereof. After the Effective Time, each outstanding
certificate which prior thereto represented shares of the LQET Stock shall for
all purposes be cancelled.
2.3 Cancellation of KMI Stock. Each share of KMI Stock
outstanding at the Effective Time shall be cancelled, without any action on the
part of the holder thereof. After the Effective
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Time, each outstanding certificate which prior thereto represented shares of
the KMI Stock shall for all purposes be cancelled.
2.4 Cancellation of VMI Stock. Each share of VMI Stock
outstanding at the Effective Time shall be cancelled, without any action on the
part of the holder thereof. After the Effective Time, each outstanding
certificate which prior thereto represented shares of the VMI Stock shall for
all purposes be cancelled.
ARTICLE III
3.1 Termination. This Merger Agreement may be terminated and the
Merger abandoned at any time prior to the Effective Time by mutual agreement of
the Board of Directors of each of LifeQuest, LQET, KMI and VMI.
3.2 Void Upon Termination. In the event of termination of this
Merger Agreement as provided herein, this Merger Agreement shall forthwith
become wholly void and of no effect and there shall be no liability on the part
of any party hereto or their respective officers, directors or stockholders
pursuant to this Merger Agreement.
3.3 Waivers. Without action on the part of the stockholders of
either LifeQuest, LQET, KMI and VMI, except as otherwise may be required by
law, the parties may by written agreement (i) waive any inaccuracies contained
herein, (ii) waive compliance with any covenants or agreements contained
herein, or (iii) amend or modify any of the provisions of this Merger Agreement
in such manner as may be approved by the Board of Directors of LifeQuest;
provided, however, that no such amendment or modification, without the approval
of the stockholders of LifeQuest, shall change any term of the certificate of
incorporation of the Surviving Corporation.
3.4 Counterparts. This Merger Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.
3.5 Governing Law. This Merger Agreement shall be governed by,
and construed in accordance with, the laws of the State of Delaware.
3.6 Section Headings. The section headings contained in this
Merger Agreement are inserted for convenience of reference only and shall not
affect the meaning of interpretation hereof.
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IN WITNESS WHEREOF, this Merger Agreement has been executed by duly
authorized officers of the undersigned companies as of the date first above
written.
LIFEQUEST MEDICAL, INC.
ATTEST:
By:
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Xxxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxx,
Secretary President
ATTEST: LIFEQUEST ENDOSCOPIC TECHNOLOGIES,
INC.
By:
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Xxxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxx,
Secretary President
ATTEST: XXXXX MEDICAL, INC.
By:
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Xxxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxx,
Secretary President
ATTEST: VAL-U-MED, INC.
By:
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Xxxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxx,
Secretary President
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