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PLAN OF MERGER
This Plan of Merger, dated this 30th day of April, 1998 made by and
between NALBANDO ENTERPRISES, INC. party of the first part, a
corporation organized and existing under and by virtue of the laws of
the state of Nevada, and NOVA PHARMACEUTICAL, INC., party of the
second part, a corporation organized and existing under and by virtue
of the laws of the state of Nevada.
Witnesseth that:
Whereas the board of directors of each of said corporations, parties
hereto, in consideration of the mutual agreements of each corporation
as set forth herein, do deem it advisable and generally to the welfare
of said corporations and their respective stockholders, that NALBANDO
ENTERPRISES, INC., the party of the first part, merge into itself NOVA
PHARMACEUTICAL, INC., party of the second part, and that NOVA
PHARMACEUTICAL, INC., party of the second part should be merged into
NALBANDO ENTERPRISES, INC., the party of the first part, as authorized
by the statutes of the state of Nevada, under and pursuant to the terms
and conditions hereinafter set forth; and
Whereas said NALBANDO ENTERPRISES, INC., the party of the first part,
by its articles iv incorporation which were filed in the office of the
secretary of state of Nevada on February 6, 1998, has authorized
capital stock consisting of 25,000,000 shares of common stock, of the
par value of one-tenth of one cent ($.001) each, amounting in the
aggregate to twenty-five thousand dollars ($25,000), of which capital
stock one million four hundred thousand (1,400,000) shares of such
common stock are now issued and outstanding.
Whereas said NOVA PHARMACEUTICAL, INC, the party of the second part, by
its articles of incorporation which were filed in the office of the
secretary of state of Nevada on January 8th of 1998, has authorized
capital stock consisting of 25,00,000 shares of common stock of one
tenth of one cent ($.001) par value, and 2,500,000 shares of preferred
stock of one cent ($.01) par value, of which capital stock two million
five hundred thousand (2,500,000) share of common stock and no shares
of preferred stock are now issued and outstanding; and
Whereas, the principal office of said NALBANDO ENTERPRISES, INC., party
of the first part, is located at 0000 Xxxxxxx Xxxx #000, Xxxxxxxxxx,
Xxxxxxxx 00000,xxx the name and address of its resident agent is Xxxxxx
Wierdlow, 0000 Xxxxxxxx Xx., Xxxxxxx Xxxx, Xxxxxx, 00000; and the
principal office of NOVA PHARMACEUTICAL, INC, party of the second part,
is located at 00000 Xxxxxx Xxxxx, Xxxx Xxxxxxxx, Xxxxxxxxxx, 00000,
and the name and address of its registered agent is Rite, Inc.,1905 X.
Xxxxxxx Xxx. Xxx Xxxxx, Xxxxxx, 00000.
Now, therefore, the corporations, parties to this agreement, by and
between their respective boards of directors, in consideration of the
mutual covenants, agreements and provisions hereinafter contained have
agreed and do hereby agree each with the other that NALBANDO
ENTERPRISES, INC., party of the first part, merge into itself NOVA
PHARMACEUTICAL, INC., and likewise NOVA PHARMACEUTICAL, INC., party of
the second part, shall be merged into NALBANDO ENTERPRISES, INC., party
of the first part, pursuant to NRS 92A.100, 92A.120, 92A.200, and do
hereby agree upon and prescribe the terms and conditions of said merger
and of carrying the same into effect as follows:
(1) First: NALBANDO ENTERPRISES, INC., party of the first part, hereby
merges itself into NOVA PHARMACEUTICAL, INC., party of the second part,
and likewise said NOVA PHARMACEUTICAL, INC., party of the second part,
shall be and hereby is merged into NALBANDO ENTERPRISES, INC., party of
the first part, which shall be the surviving corporation, hereinafter
usually referred to as "THE CORPORATION."
(2) Second: The facts required to be set forth in he Articles of
Merger of a corporation incorporated under the laws of the state of
Nevada, which can be stated in the case of the merger provided for in
this agreement, are as follows:
The name and jurisdiction of organization of each constituent entity;
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That a plan of merger or exchange has been adopted by each constituent
entity;
If approval of the owners of the parent was not required, a statement
to that effect;
If approval of the owners of one or more constituent entities was
required, a statement that:
The plan was approved by the unanimous consent of the owners; or
A plan was submitted to the owners pursuant to this chapter including:
The designation, percentage of total vote or number of votes entitled
to vote separately on the plan; and
Either the total number of votes or percentage of owners of each class
of interests entitled to vote separately on the plan or the total
number of undisputed votes or undisputed total percentage of owner's
interests cast for the plan separately by the owners of each class, and
the number of votes or percentage of owner's interests cast for the
plan by the owners of each class of interests was sufficient for
approval by the owners of that class;
In the case of a merger, the amendment to the articles of
incorporation, articles of organization or certificate of limited
partnership of the surviving entity; and
If the entire plan of merger or exchange is not set forth, a statement
that the complete executed plan of merger or plan of exchange is on
file at the registered office if a corporation or limited-liability
company, office described in paragraph (a) of Subsection 1 of NRS
88.330 if a limited partnership, principal place of business if a
general partnership, or other place of business of the surviving entity
or the acquiring entity, respectively.
Third: The manner of converting the outstanding shares of the capital
stock of each of the constituent corporations into the shares of the
other securities of the corporation shall be as follows:
Forthwith upon the filing of the Certificate of Merger as required by
law:
Each share of common stock of said NOVA PHARMACEUTICAL, INC., shall be
converted into four (4) shares of the common stock of the CORPORATION,
and each holder of shares of the common stock of said NOVA
PHARMACEUTICAL, INC., upon the surrender to THE CORPORATION of one or
more certificates of such shares for cancellation, shall be entitled to
receive one or more certificates for the number of shares represented
by the certificates so surrendered for cancellation by such holder
multiplied by four (4).
There will be no conversion of the common stock of NALBANDO
ENTERPRISES, INC. The shares issued and outstanding shall remain
issued and outstanding.
Fourth: The terms and conditions of the merger are as follows:
ARTICLES OF INCORPORATION
Until altered, amended or repealed, as therein provided, the Articles
of Incorporation of NALBANDO ENTERPRISES, INC., party of the first
part, as in effect at the date of this agreement, shall be the Articles
of Incorporation of THE CORPORATION, except that said Article First of
NALBANDO ENTERPRISES, INC.'S Articles of Incorporation shall be amended
upon the effective date to read in it's entirety as follows:
FIRST: The name of this corporation shall be
:
NOVA PHARMACEUTICAL, INC
As so amended, the Amended Articles of Incorporation of NALBANDO
ENTERPRISES, INC. shall be the Articles of Incorporation of THE
CORPORATION after the effective date, and thereafter may be amended in
accordance with its terms as provided by law.
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BYLAWS
Until altered, amended, or repealed, as therein provided, the bylaws of
NALBANDO ENTERPRISES, INC., party of the first part, as in
effect at the date of this agreement, shall be the bylaws of THE
CORPORATION, except that Article 3 section 2 of the Bylaws shall be
amended as follows:
SECTION 2. NUMBER AND TERM. The number of directors shall be four.
The directors shall be elected to serve until his successor shall be
elected and qualify. The number of directors may be increased at any
time pursuant to Article 3 section 2 of these Bylaws.
DIRECTORS.
The directors shall be: Xxxxx Xxxx, Xxxxx Xxxxx, Xxxx Xxxxxxx, and Xx.
Xxxxxx Xxxxxxx.
OFFICERS
The officers of THE CORPORATION shall be a President/CEO, Vice
President, and a Secretary/Treasurer, and the names and places of
residence of the officers of THE CORPORATION, who shall hold such
offices as are set before their names from and after the date when this
agreement shall become effective and until the first meeting of the
board of directors to be held thereafter, are as follows:
Office Name Address
President & CEO Xxxxx Xxxx 00000 Xxxxxx Xx. , Xxx. 0X
Xxxx Xxxxxxxx, Xx 00000
Vice President Xxxxx Xxxxx 00000 Xxxxxx Xx. Xxx 0X
Xxxx Xxxxxxxx, Xx 00000
Secretary Xxxxx Xxxxx 00000 Xxxxxx Xx. Xxx 0X
Xxxx Xxxxxxxx, Xx 00000
Treasurer Xxxxx Xxxx 00000 Xxxxxx Xx. Xxx. 0X
Xxxx Xxxxxxxx, Xx 00000
REGULAR MEETING
The first regular meeting of the board of directors of THE CORPORATION
to be held after the date when this agreement shall become effective,
may be called or may convene in the manner provided in the bylaws of
THE CORPORATION and may be held at the time and place specified in the
notice of the meeting.
EFFECTIVE DATE
The "effective date" of this merger agreement to be effected pursuant
to the provisions hereof shall, for all of the purposes herein, be and
be deemed to be the date when the Articles of Merger duly signed and
acknowledged, shall have been filed and recorded as required by the
laws of the state of Nevada.
EXPENSES
THE CORPORATION shall pay all expenses of carrying this Plan of Merger
into effect and of accomplishing the merger.
(H) EFFECT OF MERGER
Upon the date when this agreement shall become effective, the separate
existence of NOVA PHARMACEUTICAL, INC. shall cease, and NOVA
PHARMACEUTICAL, INC. shall be merged into NALBANDO ENTERPRISES, INC.,
the surviving corporation in accordance with the provisions of this
agreement, which corporation shall possess all the rights, privileges,
powers and franchises as well of a public as of a private nature and be
subject to all the restrictions, disabilities, and duties of each of
the corporations, parties to this agreement, and all and singular, the
rights, privileges, powers and franchises of each of said corporations,
and all property, real, personal and mixed, and all debts due to each
of such corporations shall be vested in the surviving corporation; and
all property, right and privileges, powers and franchises and all and
every other interest shall be thereafter as effectually the property of
the surviving corporation as they were of the respective constituent
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corporations, and the title to any real estate, whether by deed or
otherwise, vested in any of said corporations, parties hereto, shall
not revert or be in any way impaired by reason of this merger, provided
that all rights of creditors and all liens upon the property of any of
said corporations, parties hereto, shall be preserved unimpaired, and
all debts, liabilities and duties of NOVA PHARMACEUTICAL, INC., party
of the second part, shall thenceforth attach to the said surviving
corporation and may be enforced against it to the same extent as if
said debts, liabilities and duties had been incurred or contracted by
it.
If at any time THE CORPORATION shall consider or be advised that any
further assignments or assurances in law or any things are necessary or
desirable to vest in said corporation, according to the terms hereof,
the title to any property or rights of said NOVA PHARMACEUTICAL, INC.,
party of the second part, the proper officers and directors of said
corporation shall and will execute and make all such proper assignments
and assurances and do all thins necessary or proper to vest title in
such property or rights in THE CORPORATION, and otherwise to carry out
the purposes of this Plan of Merger.
The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Plan of Merger which may be contained
in the articles of incorporation of a corporation organized under the
Corporation Law of Nevada, in the manner now or hereafter prescribed by
said Corporation Law, and all rights conferred upon stockholders
herein are granted subject to this reservation.
STOCK EXCHANGE LISTING
The CORPORATION will strive toward listing on the Electronic Bulletin
Board and THE CORPORATION shall make all reasonable efforts to maintain
such listing once it is achieved.
EMPLOYMENT CONTRACTS/AGREEMENTS
Any and all employment contracts or agreements with THE CORPORATION
shall be attached as Exhibit B to this document.
CONDUCT OF BUSINESS PENDING MERGER
Both Surviving and Non-Surviving Corporation shall conduct their
business in the ordinary and usual course, and there shall be no
material changes in the conduct of their operations.
Neither Non-Surviving Corporation nor Surviving Corporation shall sell,
pledge, or issue or agree to sell, pledge or issue any stock owned by
it, or amend its Articles of Incorporation or By-Laws, or split,
combine, or reclassify the outstanding Stock, or pay dividends.
REPRESENTATIONS AND WARRANTIES
Surviving Corporation, NALBANDO ENTERPRISES, INC., represents warrants
to the Non-Surviving corporation, NOVA PHARMACEUTICAL, INC., as
follows:
All filings required of NALBANDO ENTERPRISES, INC. are current and up
to date. None of the information supplied therein contains any untrue
statement of a material fact or omits to make any statement of material
fact necessary to make the statements therein not misleading.
Non-Surviving Corporation, NOVA PHARMACEUTICAL, INC. represents and
warrants to the acquiring corporation NALBANDO ENTERPRISES, INC. as
follows:
All filings required of NOVA PHARMACEUTICAL, INC. are current and up to
date. All information supplied to NALBANDO ENTERPRISES, INC. in the
Business Plan and Proforma and otherwise is accurate and reliable
information. None of the information supplied contains any untrue
statement of material fact or omits to make any statement of material
fact necessary to make the statements therein not misleading.
REMEDIES FOR BREACH
Surviving Corporation, NALBANDO ENTERPRISES, INC., and the Non
Surviving corporation, NOVA PHARMACEUTICAL, INC., acknowledge and agree
that irreparable damage would occur in the event any of the provisions
of this agreement were not performed in accordance with their specific
56
terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent
breaches of the provisions of this agreement and to enforce
specifically the terms and provisions hereof in any court of the United
States or any State thereof having jurisdiction, in addition to any
other remedy to which they might be entitled to at law or equity.
Fifth: The Certificate of Merger shall be filed in the office of the
Secretary of State of Nevada and this Plan of Merger shall be effective
upon the filing thereof.
In witness whereof, the parties to this agreement, pursuant to
authority duly given by their respective boards of directors have
caused this plan of merger to be executed by a majority of the
directors of each party hereto, and the corporate seal affixed.
NALBANDO ENTERPRISES, INC.
/s/ Xxxxxxxx Xxxx
By: XXXXXXXX XXXX, Director
A Majority of the Board of Directors
(Corporate seal)
/s/ Xxxxxxxx Xxxx
Attest:_____________________________
By: XXXXXXXX XXXX, SECRETARY
NOVA PHARMACEUTICAL, INC.
/s/ Xxxxx Xxxx
______________________________
By: MR. XXXXX XXXX, Director
/s/ Xxxxx Xxxxx
______________________________
By: XX. XXXXX XXXXX, Director
/s/ Xxxxxx Xxxxxxx
______________________________
By: XX. XXXXXX XXXXXXX, Director
A Majority of the Board of Directors
(Corporate seal)
/s/ Xxxxx Xxxxx
Attest: _____________________________
By: XXXXX XXXXX, Secretary
I, XXXXXXXX XXXX, Secretary of NALBANDO ENTERPRISES, INC., a
corporation organized and existing under the laws of the state of
Nevada, hereby certify, as such Secretary and under the seal of the
said corporation, that the Plan of Merger to which this certificate is
attached, after having been first duly signed on behalf of the said
corporation by a majority of the directors thereof and having been
signed by a majority of the directors of NALBANDO ENTERPRISES, INC., a
corporation of the state of Nevada was duly adopted pursuant to NRS
92A. 100 and 92A. 120, by the written consent of the stockholders
holding 100% of the shares of the capital stock of NALBANDO
ENTERPRISES, INC., same being a majority of the shares issued and
outstanding and that a signed copy of the consent is attached hereto
and made a part of the Plan of Merger.
Witness my hand and the seal of said NALBANDO ENTERPRISES, INC., on
this 30th day of April, 1998
/s/ Xxxxxxxx Xxxx
Attest: _____________________________
By: XXXXXXXX XXXX, Secretary
(Corporate seal)
I, XX. XXXXX XXXXX, Secretary of NOVA PHARMACEUTICAL, INC., a
corporation organized and existing under the laws of the state of
Nevada, hereby certify, as such Secretary and under the seal of the
said corporation, that the Plan of Merger to which this certificate is
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attached, after having been first duly signed on behalf of the said
corporation by a majority of the directors thereof and having been
signed by a majority of the directors of NOVA PHARMACEUTICAL, INC., a
corporation of the state of Nevada, was duly adopted pursuant to NRS
92A. 100 and 92A. 12 by the written consent of the stockholders holding
100% of the shares of the capital stock of NOVA PHARMACEUTICAL, INC.,
same being a majority of the shares issued and outstanding and that a
signed copy of the consent is attached hereto and made a part of the
Plan of Merger.
Witness my hand and the seal of said NOVA PHARMACEUTICAL, INC., on this
30th day of April, 1998
/s/ Xxxxx Xxxxx
Attest: ______________________________
By: XX. XXXXX XXXXX, Secretary
(Corporate seal)
The above Plan of Merger, having been executed by a majority of the
board of directors of each corporate party thereto, and having been
adopted separately by the stockholders of each corporate party thereto,
in accordance with the provisions of the Corporation Law of the state
of Nevada, and that fact having been certified on said Plan of Merger
by the Secretary of each corporate party thereto do now hereby execute
the said Plan of Merger under the corporate seals of their respective
corporations, by authority of the directors and stockholders thereof,
as the respective act, deed and agreement of each said corporations, on
this 30th day of April, 1998.
NALBANDO ENTERPRISES, INC.
/s/ Xxxxxxxx Xxxx
___________________________________
By: XXXXXXXX XXXX, President
/s/ Xxxxxxxx Xxxx
___________________________________
By: XXXXXXXX XXXX, Secretary
(Corporate seal)
/s/ Xxxxxxxx Xxxx
Attest: ______________________________
By: XXXXXXXX XXXX, Secretary
STATE OF CALIFORNIA )
) SS:
COUNTY OF LOS ANGELES )
Be it remembered that on this 30th day of April, A.D. 1998, personally
came before me, a notary public, in and for the county and state
aforesaid, XXXXXXX XXXX, President of NALBANDO ENTERPRISES, INC., a
corporation of the state of Nevada and one of the corporations
described in and which executed the foregoing Plan of Merger, known to
me personally to be such, and she the said president. As such
president duly executed said Plan of Merger before me and acknowledged
said NALBANDO ENTERPRISES, INC., that the signatures of the said
president and the secretary of said corporation to said foregoing Plan
of Merger are in the handwriting of said president and secretary of
said NALBANDO ENTERPRISES, INC., and that the seal affixed to said Plan
of Merger is the common corporate seal of said corporation.
In witness whereof, I have hereunto set my hand and seal of office the
day and year aforesaid.
____________________________
Notary Public
My Commission expires: 12/8/01
The above Plan of Merger, having been executed by a majority of the
board of directors of each corporate party thereto, and having been
adopted separately by the stockholders of each corporate party thereto,
in accordance with the provisions of the Corporation Law of the state
of Nevada, and that fact having been certified on said Plan of Merger
by the Secretary of each corporate party thereto do now hereby execute
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the said Plan of Merger under the corporate seals of their respective
corporations, by authority of the directors and stockholders thereof,
as the respective act, deed and agreement of each said corporations, on
this 30th day of April, 1998.
NOVA PHARMACEUTICAL, INC.
/s/ Xxxxx Xxxx
___________________________________
By: MR. XXXXX XXXX, President
/s/ Xxxxx Xxxxx
___________________________________
By: XX. XXXXX XXXXX, Secretary
(Corporate seal)
/s/ Xxxxx Xxxxx
Attest: ______________________________
By: XX. XXXXX XXXXX, Secretary
STATE OF CALIFORNIA )
) SS:
COUNTY OF )
Be it remembered that on this 30th day of April, A.D. 1998, personally
came before me, a notary public, in and for the county and state
aforesaid, XXXXX XXXX, President of NOVA PHARMACEUTICAL, INC., a
corporation of the state of Nevada and one of the corporations
described in and which executed the foregoing Plan of Merger, known to
me personally to be such, and she the said president. As such
president duly executed said Plan of Merger before me and acknowledged
said NOVA PHARMACEUTICAL, INC., that the signatures of the said
president and the secretary of said corporation to said foregoing Plan
of Merger are in the handwriting of said president and secretary of
said NOVA PHARMACEUTICAL, INC., and that the seal affixed to said Plan
of Merger is the common corporate seal of said corporation.
In witness whereof, I have hereunto set my hand and seal of office the
day and year aforesaid.
____________________________
Notary Public
My Commission expires:
