EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
BETWEEN
OPTIMA MEDICAL GROUP OF HIALEAH, INC.
(a Florida corporation)
AND
OPTIMA MEDICAL GROUP OF NO. MIAMI, INC.
(a Florida corporation)
AND
COORDINATED HEALTHCARE, INC.
(a Florida corporation)
Agreement and Plan of Merger dated October 16, 1995 between Optima Medical
Group of Hialeah, Inc., a Florida corporation ("Optima Hialeah"), a Florida
corporation ("Optima Hialeah"), Optima Medical Group of No. Miami, Inc., a
Florida corporation ("Optima No. Miami"), and Coordinated HealthCare, Inc., a
Florida corporation ("Coordinated").
AGREEMENT
In consideration of the mutual covenants set forth in this Agreement, the
parties agree as follows:
1. In accordance with the provisions of this Agreement and the Florida
Business Corporation Act, at the Effective Time (as defined below), Optima
Hialeah and Optima No. Miami shall be merged with and into Coordinated (the
"Merger"), the separate and corporate existence of each of Optima Hialeah and
Optima No. Miami shall cease, and Coordinated (the "Surviving Corporation")
shall continue its corporate existence pursuant to the laws of Florida under its
present name. (Optima Hialeah, Optima No. Miami and Coordinated are collectively
referred to as the "Constituent Corporation.")
2. The Merger shall become effective as of the date on which the articles
of merger are filed with the Secretary of State of Florida (the "Effective
Time").
3. The Surviving Corporation shall possess and retain every interest in
all assets and property of every description. The rights, privileges,
immunities, powers, franchises and authority, of a public as well as private
nature of each of the Constituent Corporations shall be vested in the Surviving
Corporation without further act or deed. The title to and any interest in all
real estate vested in any of the Constituent Corporations shall not revert or in
any way be impaired by reason of the Merger.
4. All obligations belonging to or due to each of the Constituent
Corporations shall be vested in the Surviving Corporation without further act or
deed, and the Surviving Corporation shall be liable for all of the obligations
of each of the Constituent Corporations existing as of the Effective Time.
5. At the Effective Time, by virtue of the Merger and without any action
on the part of the parties or otherwise:
(a) each issued and outstanding share of the capital stock of Optima
Hialeah and Optima No. Miami shall be canceled, and each of the shareholders of
Optima Hialeah and Optima No. Miami shall receive an aggregate of 19 shares of
Coordinated capital stock; and
(b) each issued and outstanding share of the capital stock of
Coordinated shall remain issued and outstanding.
6. The articles of incorporation of Coordinated in effect immediately
prior to the Effective Time shall continue without change and be the articles of
incorporation of the Surviving Corporation.
7. This document may be executed in one or more counterparts, a complete
set of which shall constitute one original.
OPTIMA MEDICAL GROUP OF HIALEAH, INC.
Attested By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxx
--------------------------- -------------------------------
Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Secretary President
OPTIMA MEDICAL GROUP OF NO. MIAMI, INC.
Attested By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxx
--------------------------- -------------------------------
Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx
Secretary President
COORDINATED HEALTHCARE, INC.
Attested By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
--------------------------- -------------------------------
Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx
Secretary President
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