AGREEMENT AND PLAN OF MERGER OF BIOSCOPIX, INC. a Delaware corporation INTO MEDISCIENCE TECHNOLOGY CORP. a New Jersey corporation
Exhibit
2.1
AGREEMENT
AND PLAN OF MERGER
OF
BIOSCOPIX,
INC.
a
Delaware corporation
INTO
a
New Jersey corporation
AGREEMENT AND PLAN OF MERGER,
dated as of November 5, 2008, by and between BioScopix, Inc., a Delaware
corporation (the “Merging Corporation”), and Mediscience Technology Corp., a New
Jersey corporation (the “Surviving Corporation”) (the Merging Corporation and
the Surviving Corporation are sometimes called the “Constituent
Corporations”).
WHEREAS,
the Merging Corporation is a corporation duly organized and existing under the
laws of the State of Delaware and the Surviving Corporation is a corporation
duly organized and existing under the laws of the State of New Jersey;
and
WHEREAS,
the Merging Corporation is a wholly-owned subsidiary of the Surviving
Corporation; and
WHEREAS,
the Boards of Directors of the Constituent Corporations deem it advisable for
the general welfare and advantage of the Constituent Corporations that the
Constituent Corporations merge into a single corporation pursuant to this
agreement and the applicable laws of the States of New Jersey and
Delaware;
NOW,
THEREFORE, the parties agree that the Constituent Corporations shall be merged
on the following terms and conditions:
1. The
Merger. Upon the filing of the
Certificate of Merger with the Secretaries of State of the States of New Jersey
and Delaware effecting the transactions contemplated by this Agreement and Plan
of Merger (the “Effective Time”), the separate existence of the Merging
Corporation shall cease and the Merging Corporation shall be merged with and
into the Surviving Corporation (the “Merger”), which shall continue its
corporate existence and be the corporation surviving the
merger. Consummation of this agreement shall be effected by filing
thereof in the States of New Jersey and Delaware after satisfaction of the
requirements of the applicable laws of New Jersey and Delaware,
respectively.
2. Certificate of Incorporation
and By-Laws.
(a) The
Certificate of Incorporation of the Surviving Corporation at the effective time
of the Merger shall continue to be the Certificate of Incorporation of the
Surviving Corporation until changed as provided by law.
(b) The
By-Laws of the Surviving Corporation at the effective time of the Merger shall
continue to be the By-Laws of the Surviving Corporation until altered or amended
in accordance with the provisions thereof.
3. Directors, Officers and
Registered Agent. The directors,
officers and registered agent and registered office of the Surviving Corporation
at the effective time of the Merger shall continue to be the directors, officers
and registered agent and registered office, respectively, of the Surviving
Corporation until their successors are chosen.
4. Terms of
Merger.
(a) From
and after the effective time of the Merger, the Surviving Corporation shall
possess all the rights, privileges, immunities, and franchises of a public, as
well as of a private nature, of each of the Constituent Corporations; and all
property, real, personal and mixed, and all debts due on whatever account,
including subscriptions to shares and all other choses in action, and all and
every other interest, of or belonging to or due to each of the Constituent
Corporations, shall be taken and deemed to be transferred to and vested in the
Surviving Corporation without further act or deed; and the title to any real
estate, or any interest therein, vested in any of the Constituent Corporations
shall not revert or be in any way impaired by reason of the Merger, provided,
however, that the Surviving Corporation shall thenceforth be responsible and
liable for all the liabilities and obligations of each of the Constituent
Corporations, and any claim existing or action or proceeding pending by or
against either of the Constituent Corporations may be prosecuted to judgment as
if the Merger had not taken place, or the Surviving Corporation may be
substituted in its place, and neither the rights of creditors nor any liens upon
the property of either of the Constituent Corporations shall be impaired by the
Merger.
(b) Upon
the Merger becoming effective, all of the common shares of the Merging
Corporation outstanding immediately prior to the Merger shall be canceled and no
new shares of the Surviving Corporation shall be issued in connection
therewith.
(c) At
the effective time of the Merger, the name of the Surviving Corporation shall be
“BioScopix, Inc.”
(d) The
Surviving Corporation shall pay all expenses of carrying this Plan into effect
and accomplishing the Merger provided for herein.
(e) The
officers and directors of the Constituent Corporations shall execute and deliver
all such documents and take all such actions as may be necessary or advisable,
or as may be requested by the Surviving Corporation from time to time, in order
to vest fully all the property rights of the Constituent Corporations in the
Surviving Corporation and otherwise carry out this Plan.
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(f) Anything
herein or elsewhere to the contrary notwithstanding, this Plan may be abandoned
by the mutual consent of the Constituent Corporations, evidenced by appropriate
resolutions of their respective Board of Directors, at any time prior to the
effective date of the Merger.
IN
WITNESS WHEREOF, each of the Constituent Corporations has caused this Agreement
to be signed on its behalf on the day and year first above written.
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By:
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/s/ Xxxxx Xxxxxxxxx |
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Name:
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Xxxxx Xxxxxxxxx |
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Title:
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President |
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MEDISCIENCE
TECHNOLOGY CORP., a New Jersey corporation
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By:
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/s/ Xxxxx Xxxxxxxxx |
| Xxxxx Xxxxxxxxx | |
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Title:
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President |
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