ARTICLES OF MERGER
THESE ARTICLES OF MERGER (the "Articles"), dated as of January 22, 1998,
between XXXXXXX X. XXXXXX, INC. a Nevada corporation ("Surviving
Corporation/XXXXXX ") and P. D. C. INNOVATIVE INDUSTRIES, INC., a Florida
corporation ("PDCI"), the two corporations being herein sometimes collectively
called the "Constituent Corporations."
WITNESSETH:
WHEREAS, the Surviving Corporation is a corporation duly organized and
existing under the laws of the State of Nevada; and
WHEREAS, PDCI is a corporation duly organized and existing under the laws
of the State of Florida; and
WHEREAS, the Boards of Directors of the Constituent Corporations hereto
deem it desirable, upon the terms and subject to the conditions herein stated,
that PDCI be merged with and into the Surviving Corporation and that XXXXXX be
the Surviving Corporation as outlined herein.
NOW THEREFORE, it is agreed as follows:
Section 1
Terms, and Conditions/Manner and Basis for Converting Shares
1.1 In accordance with the provisions of these Articles and the
requirements of applicable law, PDCI shall be merged with and into the Surviving
Corporation at the Effective Date (as defined in Section 2 hereof). XXXXXX shall
be the Surviving Corporation, and the separate existence of PDCI shall cease at
the Effective Date. Consummation of the Merger shall be on the terms and subject
to the conditions set forth herein.
1.2 At the Effective Date, the Surviving Corporation shall continue its
corporate existence as a Nevada corporation and (i) it shall thereupon and
thereafter possess all rights, privileges, powers, franchises and property
(real, personal and mixed) of each of the Constituent Corporations; (ii) all
debts due to either of the Constituent Corporations, on whatever account, all
chooses in action and all other things belonging to either of the Constituent
Corporations shall be taken and deemed to be transferred to and shall be vested
in the Surviving Corporation by virtue of the Merger without further act or
deed; and (iii) all rights of creditors and all liens upon any property of any
of the Constituent Corporations shall be preserved unimpaired, limited in lien
to the property affected by such liens immediately prior to the Effective Date,
and all debts, liabilities and duties of the Constituent Corporations shall
thenceforth attach to the Surviving Corporation.
1.3 At the Effective Date, (i) the Articles of Incorporation and the Bylaws
of the Surviving Corporation, as existing immediately prior to the Effective
Date, shall be and remain the Articles of Incorporation and Bylaws of the
Surviving Corporation; and (ii) the members of the Board of Directors of the
Surviving Corporation holding office immediately prior to the Effective Date
shall resign and be replaced pursuant to Section 1(b)(ii) of the Stock Exchange
and Merger Agreement.
1.4 On the Effective Date, (i) all issued and outstanding shares of capital
stock of PDCI shall be converted into 2,450,000 restricted shares of XXXXXX
Common Stock, no par value, (the "Common Stock") which shall be fully paid and
non-assessable. In lieu of the issuance of any fractional shares, the shares of
XXXXXX'x Common Stock to which PDCI's shareholders are entitled shall be rounded
off to the next highest whole number. Until surrendered and exchanged as herein
provided, each outstanding certificate which, prior to the Effective Date,
represented an PDCI security shall be deemed for all corporate purposes to
evidence ownership of the appropriate number of shares of Common Stock, into
which the PDCI security (which, prior to such Effective Date, were represented
thereby) shall have been so converted.
1.5 Subject to Section 1.4 above, each holder of a stock certificate or
certificates representing outstanding shares of PDCI capital stock immediately
prior to the Effective Date of the Merger, shall upon surrender of such
certificate or certificates to XXXXXX after the Effective Date, be entitled to
receive a stock certificate or certificates representing the appropriate number
of shares of XXXXXX Common Stock as described in Section 1,4 above. Until
actually surrendered, each such PDCI certificate shall, by virtue of the Merger,
be deemed for all purposes to evidence ownership of the appropriate number of
shares of XXXXXX Common Stock.
1.6 If any certificate representing x XXXXXX security is to be issued in a
name other than that in which the certificate surrendered is registered, it
shall be a condition of such issuance that the certificate so surrendered shall
be properly endorsed or otherwise in proper form for transfer and that the
person requesting such issuance shall either pay to XXXXXX or its transfer agent
any transfer or other taxes required by reason of the issuance of certificates
representing x XXXXXX security in a name other than that of the registered
holder of the certificate surrendered, or establish to the satisfaction of
XXXXXX or its transfer agent that such tax has been paid or is not applicable.
SECTION 2
Effective Date
2.1 These Articles shall be submitted to the shareholders entitled to vote
thereon of PDCI as provided by the applicable laws of the State of Nevada. If
these Articles are duly adopted by the requisite consent or vote of such
shareholders and are not terminated as contemplated by Section 4, these
Articles, executed in accordance with the law of the State of Nevada shall be
filed with the Secretary of the State of Nevada.
2.2 The Merger shall become effective upon the filing with the Secretary of
State of the State of Nevada, herein sometimes referred to as the "Effective
Date."
SECTION 3
Covenant, and Agreements
3.1 Each of the Constituent Corporations hereby covenants to mutually
assist the other and to take all action reasonably necessary to accomplish and
effectuate the terms hereof.
3.2 The Constituent Corporations have entered into a Stock Exchange and
Merger Agreement, of which these Articles of Merger are a part, and said
Agreement has been approved, adopted, certified, executed and acknowledged by
each of the Constituent Corporations in accordance with Nevada law. Said
Agreement thereto is on file at the principal place of business of the Surviving
Corporation located at 0000 XX 000 Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx. A copy of
said Agreement will be furnished by the Surviving Corporation, on request and
without cost, to any shareholder of the Constituent Corporations.
SECTION 4
Amendment. Termination and Counterpart Signatures
4.1 At any time prior to the filing of these Articles with the Secretary of
State of the State of Nevada, these Articles may be amended by the Boards of
Directors of the Surviving Corporation and PDCI, to the extent permitted by
state law notwithstanding favorable action on the Merger by the shareholders of
either or both of the Constituent Corporations with respect to any of the terms
contained herein except the terms of conversion provided, for in Section 1.4
hereof.
4.2 At any time prior to the filing of these Articles with the Secretary of
State of the State of Nevada, these Articles may be terminated and abandoned by
the Board of Directors of either the Surviving Corporation or PDCI,
notwithstanding favorable action on the Merger by the shareholders of PDCI,
notwithstanding favorable action on the Merger by the shareholders of PDCI.
4.3 These Articles may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
SECTION 5
Appointment of Agent for Service-of Process
5.1 Pursuant to applicable provisions of Nevada corporate law, since the
Surviving Corporation in the Merger is to be governed by the laws of the State
of Nevada, said Surviving Corporation does hereby agree that it may be served
with process in the State of Nevada in any proceeding for enforcement of any
obligation of the Surviving corporation of PDCI arising from this Merger,
including any suit or any other proceeding to enforce the rights of any
shareholders as determined in appraisal proceedings pursuant to the corporate
law of the State of Nevada, and does hereby irrevocably appoint the Secretary of
State of the State of Nevada as its agent to accept service of process in any
such suit or other proceedings and does hereby specify that the address to which
a copy of such process shall be made by the Secretary of State of the State of
Nevada is 0000 X. Xxxx Xxxxxx Xx., Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, care of
Florida Atlantic Stock Transfer, Inc.
IN WITNESS WHEREOF, the parties hereto have caused these Articles of Merger to
be executed by an executive officer of each of them pursuant to authority given
by their respective Boards of Directors.
Approved by its Board of Directors by written consent dated January 22,1998.
XXXXXXX X. XXXXXX, INC. BY:- /s/ Xxxx Xxxxxxxxxxxx
Xxxx Xxxxxxxxxxxx/ Secretary
By /s/ Xxxxxxx Xxxxxx ATTEST: /s/ Signature Unkown
Xxxxxxx Xxxxxx, President
Approved by its Board of Directors and by its shareholders by written consent
dated January 22, 1998.
P. D. C. INNOVATIVE INDUSTRIES, INC.
By: /s/ Xxxxxx Xxxxxx ATTEST: /s/ Signature Unkown
Xxxxxx Xxxxxx, President
