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Exhibit 3.3
EXHIBIT A
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PLAN OF MERGER
THIS PLAN OF MERGER ("Plan of Merger") is made and entered into this
20th day of March, 2001 by and between Empyrean Bioscience, Inc., a Delaware
corporation (the "Surviving Corporation") and Empyrean Bioscience, Inc., a
Wyoming corporation (the "Merged Corporation").
WHEREAS, the respective Board of Directors of the Surviving Corporation
and the Merged Corporation deem it advisable and in the best interests of the
parties hereto, that the Merged Corporation be merged into the Surviving
Corporation under the laws of the State of Wyoming in the manner provided
therefor pursuant to Section 17-16-1107 of the Wyoming Business Corporation Act
and under the laws of the State of California in the manner provided therefor
pursuant to Section 1108 of the California General Corporation Law.
NOW, THEREFORE, in consideration of the promises and of the mutual
agreements herein contained, the parties hereto agree to merge upon the terms
and conditions below stated:
1. The parties hereto agree that the Merged Corporation will be merged
into the Surviving Corporation (the "merger").
2. The mode of carrying the Merger into effect will be as follows:
(a) At the Effective Date of the Merger (as defined below),
each issued and outstanding share of common stock of the Merged
Corporation shall be cancelled, and the certificate(s) representing
such share(s) shall be surrendered, cancelled, and extinguished.
(b) At the Effective Date of the Merger, each shareholder of
the Surviving Corporation whose shares were outstanding immediately
before the Effective Date of the Merger will hold the same number of
shares, with identical designations, preferences, limitations and
relative rights, immediately after the Merger.
(c) The Merger will become effective on or about March 20,
2001 (the "Effective Date").
(d) Upon the Effective Date, all the property, rights,
agreements, privileges, franchises, patents, trademarks, licenses,
registrations and other assets of every kind and description of the
Merged Corporation shall be transferred to, vested in, and devolve
upon, the Surviving Corporation without further act or deed and all
property, rights, and every other interest of the Surviving Corporation
and the Merged Corporation shall be as effectively the property of the
Surviving Corporation as they were of the Surviving Corporation and the
Merged Corporation, respectively. The Merged Corporation hereby agrees
from time to time, as and when requested by the Surviving Corporation
or by its
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successors or assigns, to execute and deliver or cause to be executed
and delivered all such deeds and instruments and to take or cause to be
taken such further or other action as the Surviving Corporation may
deem necessary or desirable in order to vest in and confirm to the
Surviving Corporation title to and possession of any property of the
Merged Corporation acquired or to be acquired by reason of or as a
result of the Merger herein provided for and otherwise to carry out the
interest and purposes hereof and the proper officers and directors of
the Merged Corporation and the proper officers and directors of the
Surviving Corporation are fully authorized in the name of the Merged
Corporation or otherwise to take any and all such action.
3. The respective Board of Directors of the constituent corporations a
party hereto shall have the power in their discretion to abandon the Merger
provided for herein prior to the filing of the Articles of Merger or other
appropriate certificate with the office of the Secretary of State.
IN WITNESS WHEREOF, the parties hereto have caused their respective
corporate names to be signed hereto by their respective officers, duly
authorized by their respective Board of Directors and shareholders of the
constituent corporations.
EMPYREAN BIOSCIENCE, INC., Surviving
Corporation
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, President
EMPYREAN BIOSCIENCE, INC., Merged
Corporation
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Vice President
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