Articles of Merger
Of
Pine View Merger, Co.
a Nevada corporation
with and into
Videolocity, Inc.,
a Nevada corporation
THESE ARTICLES OF MERGER are executed and entered into this 1st day of
December, 2000, by and between Pine View Merger, Co., a Nevada corporation
(hereinafter referred to as "MERGER CO."), and Videolocity, Inc., a Nevada
corporation (hereinafter referred to as "VIDEO" or the "Surviving Corporation").
Witnesseth
I. Plan of Merger
Pursuant to these Articles of Merger, it is intended and agreed that
MERGER CO. will be merged with and into VIDEO and that VIDEO shall be the
Surviving Corporation, as provided below. The terms, conditions, and
understandings of the merger are set forth in the Agreement and Plan of Merger
between MERGER CO. and VIDEO dated as of December 1, 2000, a copy of which is
attached hereto as Exhibit "A" and incorporated herein by this reference.
II. Articles of Incorporation and Bylaws
On the consummation of the merger, the articles of incorporation and
bylaws of VIDEO shall be the articles of incorporation and bylaws of the
Surviving Corporation.
III. Name of Surviving Corporation
The name of the Surviving Corporation, which will continue in existence
after the merger, shall be Videolocity, Inc.
IV. Officers and Directors
The officers and directors of VIDEO, shall become the officers and
directors of the Surviving Corporation.
V. Authorized and Outstanding Shares of VIDEO
VIDEO is authorized to issue 2,000,000 shares of common stock, $0.001
par value, of which 1,211,250 shares are issued and outstanding as of the date
hereof.
VI. Authorized and Outstanding Shares of MERGER CO.
MERGER CO. is authorized to issue 50,000 shares of common stock, par
value $0.001 per share, of which 100 shares are issued and outstanding as of the
date hereof.
VII. Approval by Shareholders of VIDEO
Of the 1,211,250 shares of common stock of VIDEO issued and
outstanding, 1,211,250 shares were voted in favor of the Agreement and Plan of
Merger, with no shares voting against or abstaining, all in accordance with the
provisions of the Nevada Revised Statutes. Such shares were voted as a class; no
shares of any other class of stock were issued and outstanding and entitled to
vote thereon.
VIII. Approval by Shareholder of MERGER CO.
Of the 100 shares of common stock of MERGER CO. issued and outstanding
all 100 shares were voted in favor of the Agreement and Plan of Merger, with no
shares voting against or abstaining, all in accordance with the provisions of
the Nevada Revised Statutes. Such shares were voted as a class; no share of any
other class of stock were issued and outstanding and entitled to vote thereon.
IX. Statutory Basis for Merger
The merger of VIDEO with and into MERGER CO. is allowed pursuant to
Sections 92A.100 of the Nevada Revised Statutes.
X. Agreement of Surviving Corporation
The Surviving Corporation hereby consents and agrees that:
(a) The Surviving Corporation may be served with process in the State
of Nevada in any proceeding for the enforcement of any obligation of MERGER CO.
as well as for enforcement of any obligation of the Surviving Corporation
arising from the merger and in any proceeding for the enforcement of the rights
of a dissenting shareholder of MERGER CO. against the Surviving Corporation;
(b) The Secretary of State of the State of Nevada shall be, and hereby
is, irrevocably appointed as the agent of such Surviving Corporation to accept
service of process in any such proceeding;
(c) The Surviving Corporation's address for any service of process
received by the Secretary of State is 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxx,
Xxxxxx 00000.
(d) Such Surviving Corporation will promptly pay to the dissenting
shareholders of MERGER CO. the amount, if any, to which they shall be entitled
under the provisions of the Nevada Revised Statutes with respect to the rights
of dissenting shareholders; and
(e) The Surviving Corporation shall keep on file at its principal place
of business a copy of the Agreement and Plan of Merger, which will be provided,
without cost, to shareholders of the Surviving Corporation when requested.
IN WITNESS WHEREOF, the undersigned corporations, acting by their
respective Presidents and Secretaries, have executed these Articles of Merger as
of the date first above written.
Videolocity, Inc.
Attest: a Nevada corporation
By: /s/ X. X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx, Xx.
----------------------- --------------------------
X. X. Xxxxxx, Secretary Xxxxx X. Xxxxxx, Xx., President
Pine View Merger, Co.
Attest: a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
--------------------------- ----------------------
Xxxxxxx X. Xxxxx, Secretary Xxxxxxx X. Xxxxx, President
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, the undersigned notary public, hereby certify that on the 1st day of
December, 2000, personally appeared before me Xxxxx X. Xxxxxx, Xx. and X. X.
Xxxxxx, the President and Secretary, respectively, of Videolocity, Inc., a
Nevada corporation, who being by me first duly sworn, severally declared that
they are the persons who signed the foregoing documents as President and
Secretary of Videolocity, Inc., a Nevada corporation, and that the statements
therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/s/ Xxxx X. Xxxxxxxxx
---------------------------
Notary Public
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, the undersigned notary public, hereby certify that on the 1st day of
December, 2000, personally appeared before me Xxxxxxx X. Xxxxx, the President
and Secretary of Pine View Merger, Co., a Nevada corporation, who being by me
first duly sworn, severally declared that he is the person who signed the
foregoing documents as President and Secretary of Pine View Merger, Co., a
Nevada corporation, and that the statements therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/s/ Xxxxxx X. Xxxxxxx
---------------------
Notary Public
Plan of Merger
of
Videolocity, Inc.
and
Pine View Merger, Co.
THIS PLAN OF MERGER (the "Plan") dated as of December 1, 2000 is
entered into by and between Videolocity, Inc., a Nevada corporation ("VIDEO"),
and Pine View Merger, Co., a Nevada corporation ("Merger Co."), such
corporations being hereinafter collectively referred to as the "Constituent
Corporations."
Premises
WHEREAS, MERGER CO. is a corporation duly organized and existing under
the laws of the State of Nevada, having an authorized capital of 50,000 shares
of common stock, par value $0.001 per share (the "Common Stock of MERGER CO."),
of which 100 shares are issued and outstanding as of the date hereof;
WHEREAS, VIDEO is a corporation duly organized and existing under the
laws of the State of Nevada, having an authorized capital of 2,000,000 shares of
common stock, par value $0.001 per share (the "Common Stock of Video"), of which
1,211,250 shares are issued and outstanding as of the date hereof; and
WHEREAS, the respective boards of directors and shareholders of the
Constituent Corporations have each duly approved this Plan providing for the
merger of MERGER CO. with and into VIDEO with VIDEO as the surviving corporation
as authorized by the statutes of the state of Nevada.
Agreement
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, and for the purpose of setting forth
the terms and conditions of said merger and the manner and basis of causing the
shares of MERGER CO. to be converted into shares of stock of VIDEO and such
other provisions as are deemed necessary or desirable, the parties hereto have
agreed and do hereby agree, subject to the approval and adoption of this Plan by
the requisite vote of the stockholders of each Constituent Corporation, and
subject to the conditions hereinafter set forth, as follows:
Article I
Merger and Name of Surviving Corporation
On the effective date of the merger, VIDEO and MERGER CO. shall cease
to exist separately and MERGER CO. shall be merged with and into VIDEO, which is
hereby designated as the "Surviving Corporation," the name of which on and after
the Effective Date (as hereinafter defined) of the merger shall be "Videolocity,
Inc." or such other name as may be available and to which the parties may agree.
Article II
Terms and Conditions of Merger
The terms and conditions of the merger (in addition to those set forth
elsewhere in this Plan) are as follows:
(a) On the Effective Date of the merger:
(1) MERGER CO. shall be merged into VIDEO to form a single
corporation, and VIDEO shall be designated herein as the Surviving
Corporation.
(i) The separate existence of MERGER CO. shall cease.
(ii) The Surviving Corporation shall have all the
rights, privileges, immunities, and powers and shall be
subject to all duties and liabilities of a corporation
organized under the laws of the state of Nevada.
(iii) The Surviving Corporation shall thereupon and
thereafter possess all the rights, privileges, immunities, and
franchises, of a public as well as a private nature, of each
of the Constituent Corporations; all property, real, personal,
and mixed, and all debts due of whatever account, including
subscriptions to shares, and all and every other interest, of
or belonging to or due to each of the Constituent Corporation
shall be taken and deemed to be transferred to and vested in
the Surviving Corporation without further act or deed; the
title to any real estate, or any interest therein, vested in
either Constituent Corporation shall not revert or be in any
way impaired by reason of the merger; the Surviving
Corporation shall thenceforth be responsible and liable for
all the liabilities and obligations of each of the Constituent
Corporations; any claim existing or action or proceeding
pending by or against either of such Constituent Corporations
may be prosecuted as if the merger had not taken place, or the
Surviving Corporation may be substituted in place of the
Constituent Corporation; and neither the rights of creditors
nor any liens on the property of either of the Constituent
Corporations shall be impaired by the merger.
(b) On the Effective Date of the merger, the board of directors of the
Surviving Corporation shall consist of the members of the board of directors of
VIDEO immediately prior to the merger, to serve thereafter in accordance with
the bylaws of the Surviving Corporation and until their respective successors
shall have been duly elected and qualified in accordance with such bylaws and
the laws of the State of Nevada.
(c) On the Effective Date of the merger, the officers of the Surviving
Corporation shall be the officers of VIDEO immediately prior to the merger, with
such officers to serve thereafter in accordance with the bylaws of the Surviving
Corporation and until their respective successors shall have been duly elected
and qualified in accordance with such bylaws and the laws of the state of
Nevada.
If on the Effective Date of the merger, a vacancy shall exist in the
board of directors or in any of the offices of the Surviving Corporation, such
vacancy may be filled in the manner provided for in the bylaws of the Surviving
Corporation.
Article III
Manner and Basis of Converting Shares
The manner and basis of converting the shares of the Constituent
Corporations and the mode of carrying the merger into effect are as follows.
(a) The 100 shares of Common Stock of Merger Co. outstanding on the
effective date of the merger shall, without any action on the part of the holder
thereof, be converted into one fully paid and nonassessable share of Common
Stock of the Surviving Corporation, which shall, on such conversion be, validly
issued and outstanding, fully paid, and nonassessable, and shall not be liable
to any further call, nor shall the holder thereof be liable for any further
payments with respect thereto. The share of Common Stock of the Surviving
Corporation into which shares of the Common Stock of Merger Co. shall have been
converted shall be issued in full satisfaction of all rights pertaining to the
shares of Common Stock of Merger Co.
(b) Each share of Common Stock of VIDEO outstanding on the Effective
Date of the merger shall, without any action on the part of the holder thereof,
be converted into twenty five (25) fully paid and nonassessable share of Common
Stock of PINE VIEW TECHNOLOGIES, INC., a Nevada corporation ("Pine View") and
the parent of MERGER CO., which shall, on such conversion, be validly issued and
outstanding, fully paid, and nonassessable, and shall not be liable to any
further call, nor shall the holder thereof be liable for any further payments
with respect thereto. After the Effective Date of the merger, each holder of an
outstanding certificate which prior thereto represented shares of Common Stock
of VIDEO shall be entitled, on surrender thereof to PINE VIEW's transfer agent
Colonial Stock Transfer Company, 000 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx,
Xxxxxx 00000 (801) 355-5740 to receive in exchange therefor a certificate or
certificates representing the number of whole shares of Common Stock of PINE
VIEW, into which such shares shall have been converted. Until so surrendered,
each such outstanding certificate (which prior to the Effective Date of the
merger represented shares of Common Stock of VIDEO) shall for all purposes
evidence the ownership of the shares of PINE VIEW into which such shares shall
have been converted.
(c) All shares of the Common Stock of PINE VIEW into which shares of
the Common Stock of VIDEO shall have been converted pursuant to Article III
shall be issued in full satisfaction of all rights pertaining to the shares of
Common Stock of VIDEO, as applicable.
(d) If any certificate for shares of PINE VIEW is to be issued in a
name other than that in which the certificate surrendered in exchange therefor
is registered, it shall be a condition of the issuance thereof that the
certificate so surrendered shall be properly endorsed and otherwise in proper
form for transfer, that the transfer be in compliance with applicable federal
and state securities laws, and that the person requesting such exchange pay to
PINE VIEW or any agent designated by it any transfer or other taxes required by
reason of the issuance of a certificate for shares of PINE VIEW in any name
other than that of the registered holder of the certificate surrendered, or
establish to the satisfaction of PINE VIEW or any agent designated by it that
such tax has been paid or is not payable.
Article IV
Certificate of Incorporation and Bylaws
The articles of incorporation of VIDEO shall, on the merger becoming
effective, be and constitute the articles of incorporation of the Surviving
Corporation until amended in the manner provided by law. The bylaws of VIDEO
shall, on the merger becoming effective, be and constitute the bylaws of the
Surviving Corporation until amended in the manner provided by law.
Article V
Shareholder Approval
This Plan shall be submitted to the stockholders of each of the
Constituent Corporations as provided by the laws of the States of Nevada. After
the approval or adoption thereof by the stockholders of each Constituent
Corporation in accordance with the requirements of the applicable laws, all
required documents shall be executed, filed, and recorded, and all required acts
shall be done in order to accomplish the merger under the provisions of the laws
of the state of Nevada.
Article VI
Officers and Directors
The officers and directors of VIDEO shall become the officers and
directors of the Surviving Corporation, after the Merger, and such officers and
directors shall serve until the next annual meeting of shareholders and until
such time as their successors are duly elected and shall qualify.
Article VII
Approval and Effective Date of the Merger; Miscellaneous Matters
1. The merger shall become effective when all the following actions
shall have been taken:
(a) This Plan shall be authorized, adopted, and approved by
and on behalf of each Constituent Corporation in accordance with the
laws of the state of Nevada;
(b) This Plan, or certificate of merger in the form required,
executed and verified in accordance with the laws of the state of
Nevada, shall be filed in the Office of the Secretary of State of
Nevada; and
(c) The date on which such actions are completed and such
merger is effected is herein referred to as the "Effective Date."
2. If at any time the Surviving Corporation shall deem or be advised
that any further grants, assignments, confirmations, or assurances are necessary
or desirable to vest, perfect, or confirm title in the Surviving Corporation, of
record or otherwise, to any property of MERGER CO. acquired or to be acquired
by, or as a result of, the merger, the officers and directors of MERGER CO. or
any of them shall be severally and fully authorized to execute and deliver any
and all such deeds, assignments, confirmations, and assurances and to do all
things necessary or proper so as to best prove, confirm, and ratify title to
such property in the Surviving corporation and otherwise carry out the purposes
of the merger and the terms of this Plan.
3. The Surviving Corporation may be served with process in the State of
Nevada in any proceeding for the enforcement of any obligation of MERGER CO. as
well as for enforcement of any obligation of the Surviving Corporation arising
from the merger and in any proceeding for the enforcement of the rights of a
dissenting shareholder of MERGER CO. against the Surviving Corporation.
4. The Secretary of State of the State of Nevada shall be irrevocably
appointed as the agent of the Surviving Corporation to accept service of process
in any such proceeding;
5. The Surviving Corporation's address for any service of process
received by the Secretary of State is 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxx,
Xxxxxx 00000.
6. This Plan cannot be altered or amended, except pursuant to an
instrument in writing signed on behalf of the parties hereto.
7. For the convenience of the parties and to facilitate the filing and
recording of this Plan, any number of counterparts hereof may be executed, each
such counterpart shall be deemed to be an original instrument, and all such
counterparts together shall be considered one instrument.
8. This Plan shall be governed by and construed in accordance with the
laws of the state of Nevada.
The foregoing Plan of Merger, having been approved by the board of
directors of each Constituent Corporation, and having been adopted separately by
the stockholders of each Constituent Corporation thereto in accordance with the
laws of the state of Nevada, the president and secretary of VIDEO, and the
president and secretary of MERGER CO., do hereby execute this Plan of Merger
this 1st day of December, 2000 declaring and certifying that this is our act and
deed and the facts herein stated are true.
Videolocity, Inc.,
Attest: a Nevada corporation
By: /s/ X. X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx, Xx.
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X. X. Xxxxxx, Secretary Xxxxx X. Xxxxxx, Xx., President
Pine View Merger, Co.,
a Nevada corporation
Attest:
By: /s Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx
-------------------------- ----------------------
Secretary Xxxxxxx X. Xxxxx, President
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, the undersigned notary public, hereby certify that on the 1st day of
December, 2000, personally appeared before me Xxxxx X. Xxxxxx, Xx. and X. X.
Xxxxxx the president and secretary, respectively, of Videolocity, Inc., a Nevada
corporation, who being by me first duly sworn, severally declared that they are
the persons who signed the forgoing documents as president and secretary of
Videolocity, Inc., Nevada corporation, and that the statements therein contained
are true.
WITNESS MY HAND AND OFFICIAL SEAL
/s/ Xxxx X. Xxxxxxxxx
--------------------------
Notary Public
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
I, the undersigned notary public, hereby certify that on the 1st day of
December, 2000, personally appeared before me Xxxxxxx X. Xxxxx, the president
and secretary of Pine View Merger, Co., a Nevada corporation, who being by me
first duly sworn, severally declared that he is the person who signed the
forgoing documents as president and secretary or Pine View Merger, Co., a Nevada
corporation, and that the statements therein contained are true.
WITNESS MY HAND AND OFFICIAL SEAL
/s/ Xxxxxx X. Xxxxxxx
------------------------
Notary Public
