Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
BETWEEN
ADVANCED ALLERGY RESEARCH CENTER, INC.
(a Utah corporation)
AND
ALLERGY IMMUNO TECHNOLOGIES, INC.
(a Delaware corporation)
Agreement and Plan of Merger dated as of November 28, 1986, between
ALLERGY IMMUNO TECHNOLOGIES, INC., a Delaware corporation (hereinafter sometimes
called the "Surviving Corporation") and ADVANCED ALLERGY RESEARCH CENTER, INC. ,
a Utah corporation (hereinafter sometimes' called the "Absorbed Corporation").
STIPULATIONS AND RECITALS
-------------------------
A. WHEREAS, ALLERGY IMMUNO TECHNOLOGIES, INC. (the "Surviving
Corporation") is a corporation duly organized and existing under the laws of the
State of Delaware, with its registered office located at 000 Xxxxx Xxxxx Xxxxxx,
Xxxxx, Xxxxxxxx.
The Surviving Corporation has a capitalization of 20,000,000 authorized
shares of common stock, par value $.001 per share, of which 100 shares of common
stock are issued and outstanding and are owned by the Absorbed Corporation, and
100,000 authorized shares of preferred stock, par value $1.00 per share, none of
which are issued or outstanding.
B. WHEREAS, ADVANCED ALLERGY RESEARCH CENTER, INC. (the "Absorbed
Corporation") is a corporation duly organized and existing under the laws of the
State of Utah, with its principal office located at 0000 Xxxxxxxx Xxxxxx,
Xxxxxxx Xxxxx, Xxxxxxxxxx.
The Absorbed Corporation has a capitalization of 50,000,000 authorized
shares of common stock, par value $.004 per share, of which 15,620,128 shares
are issued and outstanding (before giving effect to a one-for-four reverse stock
split effected on December 6, 1983).
C. WHEREAS, the Surviving Corporation and the Absorbed Corporation have
entered into this Agreement and Plan of Merger acknowledged by each of the
constituent corporations in accordance with Section 252 of the General
Corporation Law of the State of Delaware (the "Agreement and Plan") providing
for the merger of the Absorbed Corporation into the Surviving Corporation (the
"Merger") which has been approved, adopted, certified, executed and acknowledged
by each of the constituent corporations in accordance with Section 252 of the
General Corporation Law of the State of Delaware.
D. WHEREAS, the boards of directors of the constituent corporations deem
it desirable and in the best interests of the corporations and their
shareholders that ADVANCED ALLERGY RESEARCH CENTER, INC. be merged into ALLERGY
IMMUNO TECHNOLOGIES, INC. in accordance with the provisions of Section 252 of
the General Corporation Law of the State of Delaware and Section 16-10-68 of the
Utah Business Corporations Act of the State of Utah, in order that the
transaction qualify as a "reorganization" within the meaning of Sections 368(a)
(1)(A) and 368(a)(1)(F) of the Internal Revenue Code of 1954, as amended.
E. WHEREAS, the Utah Business Corporations Act of the State of Utah
permits a merger of a business corporation of the State of Utah with and into a
business corporation of another jurisdiction.
F. WHEREAS, the General Corporation Law of the State of Delaware permits
the merger of a business corporation of another jurisdiction with and into a
business corporation of the State of Delaware.
G. WHEREAS, the Agreement and Plan of Merger have been approved and
adopted by a majority of the issued and outstanding Common Stock of the
Surviving Corporation and by a majority of the issued and outstanding Common
Stock of the Absorbed Corporation.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly entered into by the
Surviving Corporation and approved by resolutions adopted by its Board of
Directors and stockholders and being thereunto duly entered into by the Absorbed
Corporation and approved by a resolution adopted by its Board of Directors and
shareholders, the Merger and the terms and conditions thereof and the mode of
carrying the same into effect, together with any provisions required or
permitted to be set forth therein, are hereby determined and agreed upon as
follows:
SECTION ONE - MERGER
--------------------
ADVANCED ALLERGY RESEARCH CENTER, INC., a Utah corporation
(hereinafter sometimes called the "Absorbed Corporation") and ALLERGY IMMUNO
TECHNOLOGIES, INC., a Delaware corporation(hereinafter sometimes called the
"Surviving Corporation") shall, pursuant to the provisions of the General
Corporation Law of the State of Delaware, be merged with and into a single
corporation (hereinafter sometimes called the "resulting corporation") in which
the Surviving Corporation shall be the resulting corporation from and after the
effective time of the Merger, and which shall continue to exist as said
resulting corporation pursuant to the provisions of the General Corporation Law
of the State of Delaware.
SECTION TWO - TERMS AND CONDITIONS
----------------------------------
On the effective date of the Merger, the separate existence of the
Absorbed Corporation shall cease, and the resulting corporation shall succeed to
all the rights, privileges, immunities and franchises, and all the property,
real, personal and mixed, of the Absorbed Corporation, without the necessity for
any separate transfer. The resulting corporation shall thereafter be responsible
and liable for all liabilities and obligations of the Absorbed Corporation, and
neither the rights of creditors nor any liens on the property of the Absorbed
Corporation shall be impaired by the Merger.
SECTION THREE - CONVERSION OF SHARES
------------------------------------
The manner and basis of converting the shares of the Absorbed Corporation
into shares of the resulting corporation upon the effective date of the Merger
shall be as follows:
(a) Each share of the 15,620,128 shares of common stock of the Absorbed
Corporation issued and outstanding on the effective date of the Merger (other
than shares held by persons who make timely demands as dissenting shareholders
in accordance with Section 16-10-75 of the Utah Business Corporations Act and
whose right to payment does not cease as provided in said Section) shall be
converted into one-quarter (1/4) of one share of the common stock of the
resulting corporation, which shall thereafter be issued and outstanding shares
of common stock of the resulting corporation. (If any share certificates of the
Absorbed Corporation remain outstanding which were issued prior to its
one-for-four reverse stock split effected as of December 16, 1983, each of such
certificates when surrendered shall be converted in one-sixteenth (1/16) of one
share of the common stock of the resulting corporation.) No fractional shares of
common stock of the Surviving Corporation shall be issued in connection with
such conversion and exchange, but in lieu thereof, each such fractional interest
shall be rounded up to a full share.
(b) Each share of the 100 shares of common stock of the Surviving
Corporation issued and outstanding on the effective date of the Merger shall be
cancelled and shall cease to exist.
(c) After the effective date of the Merger, the conversion and exchange of
shares provided by this Section Three shall be effected as follows:
(i) After the effective date of the merger, each holder of
certificates for shares of common stock in ADVANCED ALLERGY RESEARCH CENTER,
INC. shall surrender them to the Surviving Corporation or to its duly appointed
agent, in such manner as the Surviving Corporation shall legally require. On
receipt of such share certificates, the Surviving Corporation shall issue and
exchange therefor certificates for shares of common stock in the Surviving
Corporation, representing the number of shares of such stock to which such
holder is entitled as provided above.
(ii) Holders of certificates of common stock of the Absorbed
Corporation shall not be entitled to dividends payable on shares of stock in the
Surviving Corporation until certificates have been issued to such shareholders.
Thereafter, each such shareholder shall be entitled to receive any dividends on
shares of stock of the Surviving Corporation issuable to them hereunder that may
have been declared and paid between the effective date of the Merger and the
issuance to such shareholder of the certificate for his shares in the Surviving
Corporation.
(iii) The Absorbed Corporation, as the holder of certificates for
shares of common stock in the Surviving Corporation described in paragraph (b)
of this Section Three shall surrender such certificates for cancellation.
(d) Each option outstanding under the Absorbed Corporation's Incentive
Stock Option Plan and each common stock purchase warrant of the Absorbed
Corporation outstanding immediately prior to the Merger shall, by virtue of the
Merger and without any action of the part of the holer thereof, be converted
into and become an option or purchase warrant to purchase one-quarter (1/4) of
the number of shares of the resulting corporation common stock at four (4) times
the price per share and otherwise upon the same terms and conditions.
SECTION FOUR - CERTIFICATE OF INCORPORATION
-------------------------------------------
The certificate of incorporation of the resulting corporation shall
continue to be the certificate of incorporation of the Surviving Corporation
following the effective date of the Merger until the same shall be thereafter
altered or amended.
SECTION FIVE - BYLAWS
---------------------
The bylaws of the resulting corporation shall continue to be the bylaws of the
Surviving Corporation following the effective date of the Merger until the same
shall be thereafter altered or amended.
SECTION SIX - DIRECTORS
-----------------------
The directors of the resulting corporation as of the effective date of the
Merger shall be the directors of the Absorbed Corporation.
All of such directors shall hold their directorships until the election
and qualification of their respective successors, or until their prior
resignation, removal or death.
SECTION SEVEN - OFFICERS
------------------------
The officers of the resulting corporation as of the effective date of the
Merger shall be the officers of the Absorbed Corporation. All of such officers
shall hold their offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the By-Laws of the resulting corporation or until their prior
resignation or death.
SECTION EIGHT - PROHIBITED TRANSACTIONS
---------------------------------------
Neither of the constituent corporations shall, prior to the effective date
of the Merger, engage in any activity or transaction other than in the ordinary
course of business, except that the Absorbed Corporation and Surviving
Corporation may take all action necessary or appropriate under the laws of the
State of Utah and the State of Delaware to consummate this Merger.
SECTION NINE - CONDITIONS, DEFERRAL,
------------------------------------
TERMINATION AND AMENDMENT
-------------------------
(a) The obligation of the Absorbed Corporation and Surviving Corporation
to effect the transactions contemplated herein is subject to satisfaction of the
following conditions:
(i) Absorbed Corporation, as sole stockholder of the Surviving
Corporation, shall have approved the Merger in accordance with the General
Corporation Law of the State of Delaware;
(ii) Shareholders of the Absorbed Corporation shall have approved
the Merger at a meeting thereof duly held in accordance with the Utah Business
Corporations Act;
(iii) The number of shares of Absorbed Corporation common stock as
to which holders thereof have dissented pursuant to Utah law shall not be
excessive in the judgment of the Board of Directors of Absorbed Corporation; and
(iv) An Agreement and Plan of Merger shall have been filed with
the Secretary of State of the States of Utah and Delaware.
(b) The parties hereto may amend, modify or supplement this Agreement in
such manner as may be agreed upon by them in writing.
SECTION TEN
-----------
An executed copy of this Agreement and Plan Merger is on file at the
principal place of business of the resulting corporation located in the State of
California, 0000 Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000.
SECTION ELEVEN - FURTHER ASSURANCES
-----------------------------------
In the event that this Agreement and Plan shall have been fully approved
and adopted upon behalf of the Absorbed Corporation in accordance with the
provisions of the Utah Business Corporations Act of the State of Utah and upon
behalf of the Surviving Corporation in accordance with the provisions of the
General Corporation Law of the State of Delaware, the said corporations agree
that they will cause to be executed and filed and recorded any document or
documents prescribed by the laws of the State of Utah and by the laws of the
State of Delaware, and that they will cause to be performed all necessary acts
within the State of Utah and the State of Delaware and elsewhere to effectuate
the merger herein provided for.
The Board of Directors and the proper officers of the Absorbed Corporation
and of the Surviving Corporation are hereby authorized, empowered and directed
to do any and all acts and things, and to make, execute, deliver, file and
record any and all instruments, papers and documents which shall be or become
necessary, proper or convenient to carry out or put into effect any of the
provisions of this Agreement and Plan of Merger herein provided for.
SECTION TWELVE - EFFECTIVE DATE
-------------------------------
The effective date of the Merger shall be the date upon which this
Agreement and Plan of Merger has been duly executed on behalf of the constituent
corporations and filed with the Secretary of State of Delaware.
IN WITNESS WHEREOF, this Agreement and Plan of Merger has been executed
this 28th day of November, 1986 on behalf of each of the constituent
corporations as parties hereto.
ADVANCED ALLERGY RESEARCH
CENTER, INC.,
a Utah corporation,
(the "Absorbed Corporation")
By: /S/ XXXXXXX X. XXXXXX
----------------------
XXXXXXX X. XXXXXX,
President
Attest:
/S/ XXXXX XXXXX
---------------------------
XXXXX XXXXX, Secretary
ALLERGY IMMUNO TECHNOLOGIES,
INC., a Delaware corporation
(the "Surviving Corporation")
By: /S/ XXXXXXX X. XXXXXX
---------------------
XXXXXXX X. XXXXXX,
President
Attest:
/S/ XXXXX XXXXX
---------------------------
XXXXX XXXXX, Secretary
CERTIFICATE OF SECRETARY
OF
ADVANCED IMMUNO TECHNOLOGIES, INC.
(A Delaware corporation)
The undersigned, being the duly elected and, acting Secretary of ADVANCED
IMMUNO TECHNOLOGIES, INC., a Delaware corporation, does hereby certify that the
foregoing, Agreement and Plan of Merger was submitted to the stockholders of
said corporation entitled to vote at a special meeting. Due-notice of the time,
place, and purpose of said meeting was mailed to each stockholder of said
corporation at least 20 days prior to the date of the meeting. At said meeting,
the Agreement and Plan of Merger was considered by the stockholders entitled to
vote thereon, and, a vote having been taken for the adoption or rejection by
them of the Agreement and Plan of Merger, more than fifty percent (50%) of the
outstanding common stock of ADVANCED IMMUNO TECHNOLOGIES, INC. entitled to vote
of the corporation was voted for the adoption of the Agreement and Plan of
Merger.
Dated: December 15, 1986
-----------
/S/ XXXXX XXXXX
----------------------------------------
Secretary of ADVANCED IMMUNO
TECHNOLOGIES INC.
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
BETWEEN
ADVANCED ALLERGY RESEARCH CENTER, INC.
(A UTAH CORPORATION)
AND
ALLERGY IMMUNO TECHNOLOGIES, INC.
(A DELAWARE CORPORATION)
Agreement and Plan of Merger dated as of November 28, 1986, between ALLERGY
IMMUNO TECHNOLOGIES, INC. a Delaware corporation (hereinafter sometimes, called
the Surviving Corporation") and ADVANCED ALLERGY RESEARCH CENTER, INC., a Utah
corporation (hereinafter sometimes called the Corporation").
STIPULATIONS AND RECITALS
A. WHEREAS, ALLERGY IMMUNO TECHNOGIES, INC. (the "Surviving Corporation")
is a corporation duly organized and existing under the laws of the State of
Delaware, with its registered office located at 000 Xxxxx Xxxxx Xxxxxx, Xxxxx,
Xxxxxxxx.
The Surviving Corporation has a capitalization of 20,000,000 authorized
shares of common stock, par value $.001 .per share, of which 100 shares Of
common stock are issued and outstanding and are owned by the Absorbed
Corporation., and 100,000 authorized shares of preferred stock, par value $1.00
per share, none of which are issued or outstanding.
B. WHEREAS, ADVANCED ALLERGY RESEARCH CENTER, INC. (the "Absorbed
Corporation") is a corporation duly organized and existing under the laws of the
State of Utah, with its principal office located at 0000 Xxxxxxxx Xxxxxx,
Xxxxxxx Xxxxx, Xxxxxxxxxx.
The Absorbed Corporation has a capitalization of 50,000,000 authorized
shares of common stock, par value $.004 per share, of which 15,620,128 shares
are issued and outstanding (before giving effect to a one-for-four reverse stock
split effected on December 6, 1983).
C. WHEREAS, the Surviving Corporation and the Absorbed Corporation have
entered into this Agreement and plan of Merger acknowledged by each of the
constituent corporations in the accordance with Section 252 of the General
Corporation Law of the State of Delaware (the "Agreement and Plan") providing
for the merger of the Absorbed Corporation into the Surviving Corporation (the
"Merger") which has been approved, adopted, certified, executed and acknowledged
by each of the constituent corporations in accordance with Section 2S2 of the
General Corporation Law of the State of Delaware.
D. WHEREAS, the boards of directors of the constituent corporations deem
it desirable and in the best interests of the corporations and their
shareholders that ADVANCED ALLERGY RESEARCH CENTER, INC. be merged into ALLERGY
IMMUNO TECHNOLOGIES, INC. in accordance with the provisions of Section 252 of
the General Corporation Law of the State of Delaware and Section 16-10-68 of the
Utah Business Corporations Act of the State of Utah, in order that the
transaction qualify as a "reorganization" within the meaning of Sections 368(a)
(1)(A) and 368(a)(1)(F) of the Internal Revenue Code of 1954, as amended.
E. WHEREAS, the Utah Business Corporations Act of the State of Utah
permits a merger of a business corporation of the State of Utah with and into a
business corporation of another jurisdiction.
F. WHEREAS, the General Corporation Law of the State of Delaware permits
the merger of a business corporation of another jurisdiction with and into a
business corporation of the State of Delaware.
G. WHEREAS, the Agreement and Plan of Merger have been approved and
adopted by a majority of the issued and outstanding Common Stock of the
Surviving Corporation and by a majority of the issued and outstanding Common
Stock of the Absorbed Corporation.
NOW, THEREFORE, in consideration of the premises and of the mutual agreement
of the parties hereto, being thereunto duly entered into by the Surviving
Corporation and approved by resolutions adopted by its Board of Directors and
stockholders and being thereunto duly entered into by the Absorbed Corporation
and approved by a resolution adopted by its Board of Directors and shareholders,
the Merger and the terms and conditions thereof and the mode of carrying the
same into effect, together with any provisions required or permitted to be set
forth therein, are hereby determined and agreed upon as follows:
SECTION ONE - MERGER
--------------------
ADVANCED ALLERGY RESEARCH CENTER, INC., a Utah corporation (hereinafter
sometimes called the "Absorbed Corporation") and ALLERGY IMMUNO TECHNOLOGIES,
INC., a Delaware corporation (hereinafter sometimes called the "Surviving
Corporation") shall, pursuant to the provisions of the General Corporation Law
of the State of Delaware, be merged with and into a single corporation
(hereinafter sometimes called the "resulting corporation") in which the
Surviving Corporation shall be the resulting corporation from and after the
effective time of the Merger, and which shall continue to exist as said
resulting corporation pursuant to the provisions of the . General Corporation
Law of the State of Delaware.
SECTION TWO - TERMS AND CONDITIONS
----------------------------------
On the effective date of the Merger, the separate existence of the
Absorbed Corporation shall cease, and the resulting corporation shall succeed to
all the rights, privileges, immunities and franchises, and all the property,
real, personal and mixed, of the Absorbed Corporation, without the necessity for
any separate transfer. The resulting corporation shall thereafter be responsible
and liable for all liabilities and obligations of the Absorbed Corporation, and
neither the rights of creditors nor any liens on the property of the Absorbed
Corporation shall be impaired by the Merger.
SECTION THREE - CONVERSION OF SHARES
------------------------------------
The manner and basis of converting the shares of the Absorbed Corporation
into shares of the resulting corporation upon the effective date of the Merger
shall be as follows:
(a) Each share of the 15,620,128 shares of common stock of the Absorbed
Corporation issued and outstanding on the effective date of the Merger (other
than shares held by persons who make timely demands as dissenting shareholders
in accordance with Section 16-10-75 of the Utah Business Corporations Act and
whose right to payment does not cease as provided in said Section) shall be
converted into one-quarter (114) of one share of the common stock of the
resulting corporation, which shall thereafter be issued and outstanding shares
of common stock of the resulting corporation. (If any share certificates of the
Absorbed Corporation remain outstanding which were issued prior to its
one-for-four reverse stock split effected as of December 16, 1983, each of such
certificates when surrendered shall be converted in one-sixteenth (1/16) of one
share of the common stock of the resulting corporation.) No fractional shares of
common stock of the Surviving Corporation shall be issued in connection with
such conversion and exchange, but in lieu thereof, each such fractional interest
shall be rounded up to a full share.
(b) Each share of the 100 shares of common stock of the Surviving
Corporation issued and outstanding on the effective date of the Merger shall be
cancelled and shall cease to exist.
(c) After the effective date of the Merger, the conversion and exchange of
shares provided by this Section Three shall be effected as follows:
(i) After the effective date of the merger, each holder of
certificates for shares of common stock in ADVANCED ALLERGY RESEARCH CENTER,
INC. shall surrender them to the Surviving Corporation or to its duly appointed
agent, in such manner as the Surviving Corporation shall legally require. On
receipt of such share certificates, the Surviving Corporation shall issue and
exchange therefor certificates for shares of common stock in the Surviving
Corporation, representing the number of shares of such stock to which such
holder is entitled as provided above.
(ii) Holders of certificates of common stock of the Absorbed
Corporation shall not be entitled to dividends payable on shares of stock in the
Surviving Corporation until certificates have been issued to such shareholders.
Thereafter, each such shareholder shall be entitled to receive any dividends on
shares of stock of the Surviving Corporation issuable to them hereunder that may
have been declared and paid between the effective date of the Merger and the
issuance to such shareholder of the certificate for his shares in the Surviving
Corporation.
(iii) The Absorbed Corporation, as the holder of certificates for
shares of common stock in the Surviving Corporation described in paragraph (b)
of this Section Three shall surrender such certificates for cancellation.
(d) Each option outstanding under the Absorbed Corporation's Incentive
Stock Option Plan and each common stock purchase warrant of the Absorbed
Corporation outstanding immediately prior to the Merger shall, by virtue of the
Merger and without any action of the part of the holer thereof, be converted
into and become an option or purchase warrant to purchase one-quarter (1/4) of
the number of shares of the resulting corporation common stock at four (4) times
the price per share and otherwise upon the same terms and conditions.
SECTION FOUR - CERTIFICATE OF INCORPORATION
-------------------------------------------
The certificate of incorporation of the resulting corporation shall
continue to be the certificate of incorporation of the Surviving Corporation
following the effective date of the Merger until the same shall be thereafter
altered or amended.
SECTION FIVE - BYLAWS
---------------------
The bylaws of the resulting corporation shall continue to be the bylaws of
the Surviving Corporation following the effective date of the Merger until the
same shall be thereafter altered or amended.
SECTION SIX - DIRECTORS
-----------------------
The directors of the resulting corporation as of the effective date of the
Merger shall be the directors of the Absorbed Corporation.
All of such directors shall hold their directorships until the election
and qualification of their respective successors, or until their prior
resignation, removal or death.
SECTION SEVEN - OFFICERS
------------------------
The officers of the resulting corporation as of the effective date of the
Merger shall be the officers of the Absorbed Corporation. All of such officers
shall hold their offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the By-Laws of the resulting corporation, or until their prior
resignation or death.
SECTION EIGHT - PROHIBITED TRANSACTIONS
---------------------------------------
Neither of the constituent corporations shall, prior to the effective date
of the Merger, engage in any activity or transaction other than in the ordinary
course of business. except that the Absorbed Corporation and Surviving
Corporation may take all action necessary or appropriate under the laws of the
State of Utah and the State of Delaware to consummate this Merger.
SECTION NINE - CONDITIONS, DEFERRAL,
------------------------------------
TERMINATION AND AMENDMENT
-------------------------
(a) The obligation of the Absorbed Corporation and Surviving Corporation
to effect the transactions contemplated herein is subject to satisfaction of the
following conditions:
(i) Absorbed Corporation, as sole stockholder of the Surviving
Corporation, shall have approved the Merger in accordance with the General
Corporation Law of the State of Delaware;
(ii) Shareholders of the Absorbed Corporation shall have approved
the Merger at a meeting thereof duly held in accordance with the Utah Business
Corporations Act;
(iii) The number of shares of Absorbed Corporation common stock as
to which holders thereof have dissented pursuant to Utah law shall not be
excessive in the judgment of the Board of Directors of Absorbed Corporation; and
(iv) An Agreement and Plan of Merger shall have been filed with
the Secretary of State of the States of Utah and Delaware.
(b) The parties hereto may amend, modify or supplement this Agreement in
such manner as may be agreed upon by them in writing.
SECTION TEN
-----------
An executed copy of this Agreement and Plan Merger is on file at the
principal place of business of the resulting corporation located in the State of
California, 0000 Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000.
SECTION ELEVEN - FURTHER ASSURANCES
-----------------------------------
In the event that this Agreement and Plan shall have been fully approved
and adopted upon behalf of the Absorbed Corporation in accordance with the
provisions of the Utah Business Corporations Act of the State of Utah and upon
behalf of the Surviving Corporation in accordance with the provisions of the
General Corporation Law of the State of Delaware, the said corporations agree
that they will cause to be executed and filed and recorded any document or
documents prescribed by the laws of the State of Utah and by the laws of the
State of Delaware, and that they will cause to be performed all necessary acts
within the State of Utah and the State of Delaware and elsewhere to effectuate
the merger herein provided for.
The Board of Directors and the proper officers of the Absorbed Corporation
and of the Surviving Corporation are hereby authorized, empowered and directed
to do any and all acts and things, and to make, execute, deliver, file and
record any and all instruments, papers and documents which shall be or become
necessary, proper or convenient to carry out or put into effect any of the
provisions of this Agreement and Plan of Merger herein provided for.
(1) ALLERGY IMMUNO TECHNOLOGIES, INC. hereby agrees that it may be served
with process in this state in any proceeding for the enforcement of any
obligation of any domestic corporation which is a party to such a merger or
consolidation and in any proceeding for the enforcement of the rights of a
dissenting shareholder of any such domestic corporation against the
surviving or new corporation.
(2) ALLERGY IMMUNO TECHNOLOGIES, INC. irrevocably appoints the Director of
Corporations of this state as its agent to accept service of process in any
such proceeding and to send said service in care of ALLERGY IMMUNO
TECHNOLOGIES, INC., 0000 Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000.
(3) ALLERGY IMMUNO TECHNOLOGIES, INC. agrees that it will promptly pay to
the dissenting shareholders of any such domestic corporation the amount, if
any, to which they shall be entitled under the provisions of the Utah
Business Corporation Act with respect to the rights of dissenting
shareholders.
SECTION TWELVE - EFFECTIVE DATE
-------------------------------
The effective date of the Merger shall be the date upon which this
Agreement and Plan of Merger has been duly executed on behalf of the constituent
corporations and filed with the Secretary of State of Delaware.
IN WITNESS WHEREOF, this Agreement and Plan of Merger has been executed
this 28th day of November, 1986 on behalf of each of the constituent
corporations as parties hereto.
ADVANCED ALLERGY RESEARCH
CENTER, INC.,
a Utah corporation,
(the "Absorbed Corporation")
By: /S/ XXXXXXXX X. XXXXXX
---------------------------
XXXXXXXX X. XXXXXX,
President
Attest:
/S/ XXXXX XXXXX
---------------------------
XXXXX XXXXX, Secretary
ADVANCED ALLERGY RESEARCH
CENTER, INC.,
a Utah corporation,
(the "Absorbed Corporation")
By: /S/ XXXXXXXX X. XXXXXX
---------------------------
XXXXXXXX X. XXXXXX,
President
Attest:
/S/ XXXXX XXXXX
---------------------------
XXXXX XXXXX, Secretary
CERTIFICATE OF SECRETARY
OF
ADVANCED ALLERGY RESEARCH CENTER, INC.
(A Utah corporation)
The undersigned, being the duly elected and acting Secretary of ADVANCED
ALLERGY RESEARCH CENTER, INC., a Utah corporation, does hereby certify that the
foregoing Agreement and Plan of Merger was submitted to the stockholders of said
corporation entitled to vote at a special meeting. Due notice of the time,
place, and purpose of said meeting was mailed to each stockholder of said
corporation at least 20 days prior to the date of the meeting. At said meeting,
the Agreement and Plan of Merger was considered by the stockholders entitled to
vote thereon, and, a vote having been taken for the adoption or rejection by
them of the Agreement and Plan of Merger, more than fifty percent (50%) of the
outstanding common stock of ADVANCED ALLERGY RESEARCH CENTER, INC. entitled to
vote of the corporation was voted for the adoption of the Agreement and Plan of
Merger. Such vote was 11,811,417 shares of common stock in FAVOR and -no- shares
----------
of common stock OPPOSED to the adoption of the Agreement and Plan of Merger.
Dated: December 15, 1986 /S/ XXXXX XXXXX
----------- -------------------------------------
Secretary of ADVANCED ALLERGY
RESEARCH CENTER, INC.
CERTIFICATE OF SECRETARY
OF
ADVANCED IMMUNO TECHNOLOGIES, INC.
(A Delaware corporation)
The undersigned, being the duly elected and acting Secretary of ADVANCED
IMMUNO TECHNOLOGIES, INC., a Delaware corporation, does hereby certify that the
foregoing Agreement and Plan of Merger was submitted to the stockholders of said
corporation entitled to vote at a special meeting. Due-notice of the time,
place, and purpose of said meeting was mailed to each stockholder of said
corporation at least 20 days prior to the date of the meeting. At said meeting,
the Agreement and Plan of Merger was considered by the stockholders entitled to
vote thereon, and, a vote having been taken for the adoption or rejection by
them of the Agreement and Plan of Merger, more than fifty percent (50%) of the
outstanding common stock of ADVANCED IMMUNO TECHNOLOGIES, INC. entitled to vote
of the corporation was voted for the adoption of the Agreement and Plan of
Merger.
Dated: December 15, 1986 /S/ XXXXX XXXXX
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Secretary of ADVANCED ALLERGY
RESEARCH CENTER, INC.
