AGREEMENT OF MERGER By and Among SALMON ACQUISITION CORP. and MICROMED TECHNOLOGY, INC.
EXHIBIT
99.3
AGREEMENT
OF MERGER
By
and Among
SALMON
ACQUISITION CORP.
and
MICROMED
TECHNOLOGY, INC.
THIS
AGREEMENT OF MERGER (this “Agreement”), is made and entered into as of ________,
2005, by and among Salmon Express, Inc., a Nevada Corporation (the “Parent”),
Micromed Technology, Inc., a Delaware corporation (the “Company”), and Salmon
Acquisition Corporation, a Nevada corporation and a wholly-owned subsidiary
of
Parent (“Sub” and, together with the Company, the “Constituent
Corporations”).
RECITALS
A. Parent,
the Company and Sub have entered into that certain Agreement and Plan of
Merger
dated January __, 2005 (the “Reorganization Agreement”), providing for, among
other things, the execution and filing of this Agreement and the merger of
Sub
with and into the Company upon the terms set forth in the Reorganization
Agreement and this Agreement (the “Merger”).
B. The
respective Boards of Directors of each of the Constituent Corporations deem
it
advisable and in the best interests of each of such corporations and their
respective shareholders that Sub be merged with and into the Company and,
in
accordance therewith, have approved the Reorganization Agreement, this Agreement
and the Merger.
C. The
Reorganization Agreement, this Agreement and the Merger have been approved
by
the shareholders of the Company and by the sole stockholder of Sub.
D. The
Reorganization Agreement has been approved, adopted, certified, executed
and
acknowledged by the Constituent Corporations in accordance with Section 251
of
the Delaware General Corporations Law.
NOW,
THEREFORE, in consideration of the mutual agreements and covenants set forth
herein, each of the Constituent Corporations hereby agrees that Sub shall
be
merged with and into the company in accordance with this Agreement and the
provisions of the laws of the State of Delaware, upon the terms and subject
to
the conditions set forth as follows:
1
ARTICLE
I
CONSTITUENT
CORPORATIONS
1.1 The
Company.
The
Company is a corporation duly organized and existing under the laws of the
State
of Delaware. The authorized capital stock of the Company is 65,000,000 shares
of
common stock, $.001 par value.
1.2 Sub.
Sub is
a corporation duly organized and existing under the laws of the State of
Nevada.
The authorized capital stock of the Sub is 75,000 shares of common stock,
with
no par value.
ARTICLE
II
THE
MERGER
2.1
The
Merger.
At the
Effective Time (as defined in Section 2.2 hereof) and subject to and upon
the
terms and conditions of this Agreement and the applicable provisions of the
General Corporation Law of the State of Delaware (the “Delaware Law”), Sub shall
be merged with and into the Company, the separate corporate existence of
Sub
shall cease and the Company shall continue as the surviving corporation and
as a
wholly-owned subsidiary of Parent. The surviving corporation after the Merger
is
sometimes referred to hereinafter as the “Surviving Corporation.”
2.2
Filing
and Effectiveness.
This
Agreement shall be filed with the Secretary of State of the State of Delaware.
The Merger shall become effective, in accordance with Delaware Law, upon
the
filing of this Agreement and the Officer Certificates with the Secretary
of
State of the State of Delaware (“Effective Time”).
2.3
Effect
of the Merger.
At the
Effective Time, the effect of the Merger shall be as provided in this Agreement
and in the applicable provisions of the Delaware Law. Without limiting the
generality of the foregoing, and subject thereto, at the Effective Time,
all the
property, rights, privileges, powers and franchises of the Company and Sub
shall
vest in the Surviving Corporation, and all debts, liabilities and duties
of the
Company and Sub shall become the debts, liabilities and duties of the Surviving
Corporation.
2.4
Articles
of Incorporation.
Effective immediately following the Merger, the Certificate of Incorporation
of
the Company shall remain the Certificate of Incorporation of the Surviving
Corporation.
2.5
Agreement
and Plan of Merger.
The
executed copy of the Reorganization Agreement is on file at the office of
the
Surviving Corporation located at 0000 Xxxxxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000.
The Reorganization Agreement will be furnished by the Surviving Corporation,
on
request and without cost, to any stockholder of any Constituent
Corporation.
2
2.6
Effect
of merger on the Capital Stock of the Constituent Corporations.
(a)
Definitions.
For all
purposes of this Agreement, the following terms shall have the following
respective meanings:
“DGCL”
shall mean the Delaware General Corporation Law.
ARTICLE
III
MISCELLANEOUS
3.1
Termination
by Mutual Agreement.
Notwithstanding the approval of this Agreement by the shareholders of Sub
and
the Company, this Agreement may be terminated at any time prior to the Effective
Time by mutual agreement of the board of directors of the Sub and the
Company.
3.2
Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one
agreement.
3.3
Governing
Law.
This
Agreement shall be governed in all respects, including validity, interpretation
and effect by the laws of the State of Delaware.
[The
remainder of this page is left blank intentionally]
3
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
SALMON
ACQUISITION CORP.
By:
_______________________________________
Xxxx
Xxxxx, Sr.
Its:
President
MICROMED
TECHNOLOGY, INC.
By:
_______________________________________
Xxxxxx
X.
Xxxxx
Its:
President and Chief Executive Officer
SALMON
EXPRESS, INC.
By:
_______________________________________
Xxxx
Xxxxx, Sr.
Its:
President
4
