PLAN AND AGREEMENT OF MERGER
OF
MID-WAY MEDICAL AND DIAGNOSTIC CENTER, INC.
(A Florida Corporation)
INTO
MID-WAY MEDICAL AND DIAGNOSTIC CENTER, INC.
(A Nevada Corporation)
Plan and Agreement of Merger (hereinafter called "Merger Agreement") dated
this 12th day of November 1997, by and between Mid-Way Medical And Diagnostic
Center, Inc., a corporation organized and existing under the laws of the state
of Florida (hereinafter sometimes referred to as "Mid-Way (FL)") and Mid-Way
Medical And Diagnostic Center, Inc., a corporation organized and existing under
the laws of the state of Nevada (hereinafter sometimes referred to as "Mid-Way
(NV)"). These two parties are herein sometimes referred to collectively as the
"merging corporations," witnesseth:
WHEREAS, Mid-Way (NV) is the wholly owned subsidiary of Mid-Way (FL);
WHEREAS, Mid-Way (FL) wishes to change the state of its domicile by merging
into Mid-Way (NV): and
WHEREAS, Section 92A.190 of the Nevada Revised Statutes and Section
607.1104 of the Florida Business Corporation Act each authorize the merger of
Mid-Way (FL) and Mid-Way (NV);
NOW, THEREFORE, the merging corporations have agreed, and do hereby agree,
each with the other in consideration of the premises and the mutual agreements,
provisions, covenants and grants herein contained and in accordance with the
laws of the State of Nevada, and in accordance with the laws of the State of
Florida, that Mid-Way (FL) and Mid-Way (NV) be merged into a single corporation
and that Mid-Way (NV) shall be the continuing and surviving corporation and do
hereby agree upon and prescribe that the terms and conditions of the merger
hereby agreed upon and the mode of carrying the same into effect and the manner
of converting the presently outstanding shares of each of the merging
corporations into the shares of Mid-Way (NV) are and shall be hereinafter set
forth:
Article I
Manner of Conversion of Shares
1. The manner and basis of converting the shares of Mid-Way (FL) into
shares of Mid-Way (NV) are as follows: at the effective time of the merger, each
share of common stock of Mid-Way (FL) shall thereupon be converted into one
share of Mid-Way (NV). Each holder of outstanding common stock of Mid-Way (FL)
upon surrender to Mid-Way (NV) of one or more certificates for such shares for
cancellation shall be entitled to receive one or more certificates for the
number of shares of common stock of Mid-Way (NV) represented by the certificates
of Mid-Way (FL) so surrendered for cancellation by such holder. Until so
surrendered, each such certificate representing outstanding shares of common
stock of Mid-Way (FL) shall represent the ownership of a like number of shares
of Mid-Way (NV) for all corporate and legal purposes.
2. As of the effective time of the merger, all of the outstanding shares of
common stock of Mid-Way (NV) which shares are held by Mid-Way (FL), shall be
redeemed by Mid-Way (NV) for the sum of one dollar ($1) and such redeemed shares
shall be canceled and returned to the status of authorized and unissued shares.
None of such redeemed shares shall be retained by Mid-Way (NV) as treasury
shares and such shares shall be reissued in accordance with paragraph 1 of this
Article I.
Article II
Effective Time
The effective time of the merger shall be upon the filing of the Merger
Agreement (or a certificate in lieu thereof) in accordance with Nevada Revised
Statutes and the Florida Business Corporation Act. Prior to said date, this
Merger Agreement shall (1) have been submitted to and approved by the board of
directors of each of the merging corporations; (2) have been approved by the
stockholders of each of the merging corporations in accordance with law.
Article III
Effect of Merger
When the merger shall have been effected:
(a) The merging corporations shall be a single corporation known as "Xxxx
International, Inc.," a Nevada corporation, as set forth below.
(b) The separate existence of Mid-Way (FL) shall cease.
(c) Mid-Way (NV) shall have all rights, privileges, immunities and powers
and shall be subject to all the duties and liabilities of a corporation
organized under the Nevada Statutes.
(d) Mid-Way (NV) shall thereupon and thereafter possess all the rights,
privileges, immunities and franchises of a public as well as of a private nature
of each of the merging 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 and belonging to or
due to each of the merging corporations shall be taken and deemed to be
transferred to and vested in Mid-Way (NV) without further act or deed, and the
title to any real estate or any interest therein vested in either of the merging
corporations shall not revert or be in any way impaired by reason of the merger.
(e) Mid-Way (NV) shall thenceforth be responsible and liable for all the
liabilities and obligations of each of the merging corporations and any claim
existing or action or proceeding pending by or against either of the merging
corporations may be prosecuted to judgment as if such merger had not taken
place, or Mid-Way (NV) may be substituted in its place. Neither the rights of
creditors nor any liens upon the property of either of the merging corporations
shall be impaired by reason of the merger.
(f) After the effective time of the merger, the earned surplus of Mid-Way
(NV) shall equal the aggregate of the earned surpluses of the merging
corporations immediately prior to the effective time of the merger. The earned
surplus determined as above provided shall continue to be available for payment
of dividends by Mid-Way (NV).
(g) The certificate of incorporation of Mid-Way (NV) as in effect on the
date of the merger, except as provided for in this Merger Agreement, shall
continue in full force and effect as the certificate of incorporation of the
corporation surviving this merger.
(h) The bylaws of Mid-Way (NV) as they shall exist on the effective date of
this Merger Agreement shall be and remain the bylaws of the surviving
corporation until the same shall be altered, amended or repealed as therein
provided.
(i) The sole director of Mid-Way (NV) shall be changed as set forth below
and this new director shall continue in office until the next annual meeting of
stockholders and until his successors shall has been elected and qualified.
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Article IV
Service of Process; Rights of Dissenting Shareholders
Mid-Way (NV) hereby agrees that it may be served with process in the State
of Florida in any proceeding for enforcement of any obligation of Mid-Way (FL),
and in any proceeding for the enforcement of the rights of a dissenting
shareholder of Mid-Way (FL). Mid-Way (NV) irrevocably appoints the director of
the Division of Corporations and Commercial Code as its agent to accept service
of process in any such proceeding. The address to which a copy of the process
may be mailed is 000 Xxxxx Xxxxxx, Xxxx 00X, Xxx Xxxx, XX 00000. Mid-Way (NV)
will promptly pay to the dissenting shareholders of Mid-Way (FL) the amount, if
any, to which they shall be entitled under the provisions of the Florida Revised
Business Corporation Act with respect to the rights of dissenting shareholders.
Article V
Termination
If, at any time prior to the effective date hereof, events or circumstances
occur which in the opinion of a majority of the board of directors of either
constituent corporation renders it inadvisable to consummate the merger, this
Merger Agreement shall not become effective even though previously adopted by
the shareholders of the corporation as herein before provided. The filing of the
merger documents shall conclusively establish that no action to terminate this
plan has been taken by the board of directors of either corporation.
Article VI
Amendment
The boards of directors of the constituent corporations may amend this
Merger Agreement at any time prior to the filing of the Merger Agreement (or a
certificate in lieu thereof) with the States of Florida and Nevada provided that
an amendment made subsequent to the adoption of the Merger Agreement by the
stockholders of any constituent corporation shall not (1) alter or change the
amount of any kind of shares, securities, cash, property and/or rights to be
received in exchange for or on conversion of all or any of the shares of any
class or series thereof of such constituent corporation, except to correct
manifest error as may be permitted by law; (2) alter or change any term of the
Certificate or Articles of Incorporation of the surviving corporation to be
effected by the merger; or (3) alter or change any of the other terms and
conditions of the Merger Agreement if such alteration or change would adversely
affect the holders of any class or series thereof of such constituent
corporation.
Article VII
Amendments to the Articles of Incorporation
The following amendment shall be made to the Articles of Incorporation of
Mid-Way Acquisitions:
1. Amend Article I to read as follows: The name of the corporation shall
be Xxxx International, Inc.
2. Amend Article VI to read as follows: The business of this corporation
shall be managed by its Board of Directors. The number of such
directors shall be not less than one (1) and, subject to such minimum
may be increased from time to time in the manner provided in the
Bylaws. The initial Board of Directors shall consist of one person,
the name and address of whom is set forth as follows: Xxxxxx X.
Xxxxxx, 000 Xxxxx Xxxxxx, Xxxx 00X, Xxx Xxxx, XX 00000.
IN WITNESS WHEREOF, Mid-Way Medical And Diagnostic Center, Inc., a Nevada
corporation, has caused this Plan and Agreement of Merger to be signed by its
president and its secretary in accordance with the requirements of Nevada
Revised Statutes, and Mid-Way Medical And Diagnostic Center, Inc., a Florida
corporation, has caused this
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Plan and Agreement of Merger to be signed by its president and its secretary in
accordance with the requirements of Section 607.1104 of the Florida Business
Corporation Act all as of the day and year first above written.
Attest: Mid-Way Medical And Diagnostic Center, Inc.
A Florida Corporation
/s/ Xxxxx Xxxxx By /s/ Xxxxx Xxxxx
--------------------------- --------------------------------------
Xxxxx Xxxxx, Secretary Xxxxx Xxxxx, President
Attest: Mid-Way Medical And Diagnostic Center, Inc.
A Nevada Corporation
/s/ Xxxxx Xxxxx By /s/ Xxxxx Xxxxx
--------------------------- ---------------------------------------
Xxxxx Xxxxx, Secretary Xxxxx Xxxxx, President
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