Exhibit 2.2
ARTICLES OF MERGER
OF
HERITAGE PRODUCTIONS, INC.
INTO
HERITAGE WORLDWIDE, INC.
AGREEMENT OF MERGER made and entered into this 24th day of August, 2001, by
and between Heritage Productions, Inc., a corporation of the State of Louisiana,
and approved by a resolution adopted by its Board of Directors, and Heritage
Worldwide, Inc., a corporation of the State of Delaware, and approved by a
resolution adopted by its Board of Directors.
WHEREAS, Heritage Productions, Inc. is a corporation of the State of
Louisiana; and
WHEREAS, Heritage Worldwide, Inc. is a corporation of the State of
Delaware; and
WHEREAS, the laws of the State of Delaware permit a merger of a corporation
of another jurisdiction with and into a corporation of the State of Delaware;
and
WHEREAS, Heritage Productions, Inc. and Heritage Worldwide, Inc. and the
respective Boards of Directors thereof deem it advisable and to the advantage,
welfare, and best interests of said corporations and their respective
shareholders to merge Heritage Productions, Inc. into Heritage Worldwide, Inc.
pursuant to the provisions of the Business Corporation Law of the State of
Louisiana and of the laws of the State of Delaware upon the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly approved by at least a
majority of the Board of Directors of Heritage Productions, Inc., and being
thereunto duly approved by at least a majority of the Board of Directors of
Heritage Worldwide, Inc., in accordance with the provisions of the laws of the
State of Delaware, the Agreement of Merger and the terms and conditions thereof
and the mode of carrying the same into effect, together with any provisions
required or permitted to be set forth therein, are hereby jointly determined and
agreed upon for submission to the shareholders of Heritage Productions, Inc. and
of Heritage Worldwide, Inc. as required by the Business Corporation Law of the
State of Louisiana and by the laws of the State of Delaware, as hereinafter in
this Agreement set forth.
FIRST: Heritage Productions, Inc., which is herein sometimes referred to as
the "terminating corporation," is hereby merged into and with Heritage
Worldwide, Inc., which shall be the continuing and resulting corporation and
shall be governed by the laws of the State of Delaware, and which is hereinafter
sometimes referred to as the "surviving corporation."
SECOND: The articles of incorporation of the surviving corporation shall be
the articles of incorporation of said surviving corporation until further
changed or amended as provided by the laws of the State of Delaware.
THIRD: The present by-laws of the surviving corporation will be the by-laws
of said surviving corporation and will continue in full force and effect until
altered or amended as therein provided under the authority of the laws of the
State of Delaware.
FOURTH: Each issued share of the terminating corporation shall, upon the
effective date of the merger, be converted into one share of stock of the
surviving corporation. The shares of stock of the surviving corporation shall
not be converted, but each said share which is issued as of the effective date
of the merger shall continue to represent one issued share of stock of the
surviving corporation.
FIFTH: The Agreement of Merger herein made and entered into shall be
submitted to the shareholders entitled to vote of the terminating corporation
and of the surviving corporation for their adoption or rejection in the manner
prescribed by the Business Corporation Law of the State of Louisiana and by the
laws of the State of Delaware, as the case may be.
SIXTH: In the event that this Agreement of Merger shall have been adopted
by the shareholders entitled to vote of the terminating corporation in
accordance with the provisions of the Business Corporation Law of the State of
Louisiana and shall have been adopted by the shareholders entitled to vote of
the surviving corporation in accordance with the provisions of the laws of the
State of Delaware, the terminating corporation and the surviving corporation
agree that they will cause to be executed and filed and/or recorded any document
or documents prescribed by the laws of the State of Louisiana and by the laws of
the State of Delaware and that they will cause to be performed all necessary
acts within the State of Louisiana and within the State of Delaware, and
elsewhere to effectuate the merger.
SEVENTH: The Board of Directors and the proper officers of the constituent
corporations are hereby authorized, empowered, and directed to do any and all
acts and things, and to make, execute, deliver, file, and 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 or of the merger herein provided for.
2
Certificate of Secretary
of
Heritage Productions, Inc.
(a Louisiana corporation)
The undersigned, being the Secretary of Heritage Productions, Inc., does
hereby certify that the foregoing Agreement of Merger was submitted to the
shareholders entitled to vote of Heritage Productions, Inc. at the annual
meeting thereof for the purpose of acting on the Agreement of Merger. At said
meeting, the Agreement of Merger was considered by the shareholders entitled to
vote of the corporation, and, a vote having been taken for the adoption or
rejection by them of the Agreement of Merger, at least two-thirds of the voting
power present of the corporation was voted for the adoption of the Agreement of
Merger.
Executed on this 24th day of August, 2001. /s/ XXXXXX XXXX
----------------------
Xxxxxx Xxxx, Secretary
The foregoing Agreement of Merger of Heritage Productions, Inc. and of
Heritage Worldwide, Inc., as heretofore adopted by each of the constituent
corporations, and as hereinbefore certified by the Secretary of Heritage
Productions, Inc. and by the Secretary of Heritage Worldwide, Inc., is hereby
signed by the President of Heritage Productions, Inc. and by the President of
Heritage Worldwide, Inc.
Executed on this 24th day of August, 2001.
/s/ Xxxxxx Xxxx
-------------------------------------
Xxxxxx Xxxx
President, Heritage Productions, Inc.
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
President, Heritage Worldwide, Inc.
