EXHIBIT 2.2
PLAN AND AGREEMENT OF MERGER
BETWEEN
MED-X SYSTEMS, INC. (A TEXAS CORPORATION)
AND
MED-X SYSTEMS, INC. (A NEVADA CORPORATION)
MED-X SYSTEMS, INC., a Texas corporation with its principal office and
place of business located at 0000 Xxxxxxx Xx., Xxxx, Xxxxx 00000 ("Med-X Texas),
and MED-X SYSTEMS, INC., a Nevada corporation with its principal office and
place of business located at 0000 Xxxxxxx Xx., Xxxx, Xxxxx 00000 ("Med-X
Nevada"), hereby agree as follows:
1. Plan Adopted. A plan of merger merging Med-X Texas with and into
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Med-X Nevada (this "Plan of Merger"), pursuant to the provisions of Chapter 92A
of the Nevada Revised Statutes (the "NRS"), Article 5.01 of the Texas Business
Corporation Act (the "TBCA"), and Section 368(a)(1)(F) of the Internal Revenue
Code of 1986, as amended, is adopted as follows:
(a) Med-X Texas shall be merged with and into Med-X Nevada, to exist
and be governed by the laws of the State of Nevada.
(b) Med-X Nevada shall be the Surviving Corporation and its name shall
remain Med-X Systems, Inc. (the "Surviving Corporation").
(c) When this Plan of Merger shall become effective, the separate
existence of Med-X Texas shall cease and the Surviving Corporation shall
succeed, without other transfer, to all the rights and properties of Med-X Texas
and shall be subject to all the debts and liabilities of such corporation in the
same manner as if the Surviving Corporation had itself incurred them. All
rights of creditors and all liens upon the property of each constituent entity
shall be preserved unimpaired, limited in lien to the property affected by such
liens immediately prior to the merger (the "Merger").
(d) The Surviving Corporation will be responsible for the payment of
all fees and franchise taxes of the constituent entities payable to the State of
Nevada and the State of Texas, if any.
(e) The Surviving Corporation will carry on business with the assets of
Med-X Texas, as well as with the assets of Med-X Nevada.
(f) The Surviving Corporation will be responsible for the payment of
the fair value of shares, if any, required under Article 5.12 of the TBCA or
Chapter 92A of the NRS.
(g) The shareholders of Med-X Texas will surrender all of their shares
in the manner hereinafter set forth.
(h) In exchange for the shares of Med-X Texas surrendered by its
shareholders, the Surviving Corporation will issue and transfer to such
shareholders on the basis hereinafter set forth, shares of its common stock.
(i) The stockholders of Med-X Nevada will surrender their shares of the
Surviving Corporation for cancellation.
2. Effective Date. The effective date of the Merger (the "Effective
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Date") shall be the date of the filing of Articles of Merger for Med-X Texas and
Med-X Nevada in the States of Texas and Nevada, respectively.
3. Submission to Shareholders and Stockholders. This Plan of Merger
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shall be submitted for approval separately to the shareholders of Med-X Texas
and to the stockholders of Med-X Nevada in the manner provided by the laws of
the State of Texas and the State of Nevada.
4. Manner of Exchange. On the Effective Date of the Merger, the
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shareholders of Med-X Texas shall surrender their stock certificates to Med-X
Nevada in exchange for shares of the Surviving Corporation to which they are
entitled.
5. Basis of Exchange. The holders of shares of the common stock, no
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par value per share, of Med-X Texas shall be entitled to receive one share of
the common stock of the Surviving Corporation, par value $0.001 per share, for
each share of Med-X Texas common stock surrendered.
6. Shares of the Surviving Corporation. The presently outstanding
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1,000 shares of the common stock of Med-X Nevada shall be canceled following the
Merger.
7. Directors and Officers.
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(a) The present Board of Directors of Med-X Nevada shall continue to
serve as the Board of Directors of the Surviving Corporation until the next
annual meeting or until such time as their successors have been elected and
qualified.
(b) If a vacancy shall exist on the Board of Directors of the Surviving
Corporation on the Effective Date of the Merger, such vacancy may be filled by
the Board of Directors as provided in the Bylaws of the Surviving Corporation.
(c) All persons who, on the Effective Date of the Merger, are executive
or administrative officers of Med-X Nevada shall remain as officers of the
Surviving Corporation until the Board of Directors of the Surviving Corporation
shall otherwise determine. The Board of Directors of the Surviving Corporation
may elect or appoint such additional officers as it may deem necessary or
appropriate.
8. Articles of Incorporation. The Articles of Incorporation of Med-X
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Nevada existing on the Effective Date of the Merger, a copy of which are
attached hereto as Exhibit A and incorporated herein for all purposes, shall
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continue in full force as the Articles of Incorporation of the Surviving
Corporation until altered, amended, or repealed as provided therein or as
provided by law.
9. Bylaws. The Bylaws of Med-X Nevada existing on the Effective Date
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of the Merger, a copy of which are attached hereto as Exhibit B and incorporated
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herein for all purposes, shall continue in full force as the Bylaws of the
Surviving Corporation until altered, amended, or repealed as provided therein or
as provided by law.
10. Copies of the Plan of Merger. A copy of this Plan of Merger is on
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file at 0000 Xxxxxxx Xx., Xxxx, Xxxxx 00000, which is the principal office of
both of the constituent entities. A copy of this Plan of Merger will be
furnished to any shareholder of Med-X Texas or stockholder of Med-X Nevada, on
written request and without cost.
11. Legal Construction. In case any one or more of the provisions
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contained in this Plan of Merger shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provisions hereof, and this Plan of
Merger shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein.
12. Benefit. All the terms and provisions of this Plan of Merger shall
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be binding upon and inure to the benefit of and be enforceable by the parties
hereto, and their successors and permitted assigns.
13. Law Governing. This Plan of Merger shall be construed and governed
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by the laws of the State of Texas and the State of Nevada, as applicable, and
all obligations hereunder shall be deemed performable in Xxxxxx County, Texas.
14. Perfection of Title. The parties hereto shall do all other acts
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and things that may be reasonably necessary or proper, fully or more fully, to
evidence, complete or perfect this Plan of Merger, and to carry out the intent
of this Plan of Merger.
15. Cumulative Rights. The rights and remedies of any party under this
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Plan of Merger and the instruments executed or to be executed in connection
herewith, or any of them, shall be cumulative and the exercise or partial
exercise of any such right or remedy shall not preclude the exercise of any
other right or remedy.
16. Waiver. No course of dealing on the part of any party hereto or
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its agents, nor any failure or delay by any such party with respect to
exercising any right, power or privilege of such party under this Plan of Merger
or any instrument referred to herein shall operate as a waiver thereof, and any
single or partial exercise of any such right, power or privilege shall not
preclude any later exercise thereof or any exercise of any other right, power or
privilege hereunder or thereunder.
17. Construction. Whenever used herein, the singular number shall
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include the plural, the plural number shall include the singular, and the
masculine gender shall include the feminine.
18. Multiple Counterparts. This Plan of Merger may be executed in one
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or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan of Merger on May 6,
2002.
MED-X SYSTEMS, INC., a Texas corporation
By /S/ XXXXX X. XXXX
Xxxxx X. Xxxx, President
MED-X SYSTEMS, INC., a Nevada corporation
By /S/ XXXXX X. XXXX
Xxxxx X. Xxxx, President
Attachments:
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Exhibit A - Articles of Incorporation of Med-X Systems, Inc. (Nevada)
Exhibit B - Bylaws of Med-X Systems, Inc. (Nevada)
EXHIBIT A
ARTICLES OF INCORPORATION OF
MED-X SYSTEMS, INC.,
A NEVADA CORPORATION
EXHIBIT B
BYLAWS OF
MED-X SYSTEMS, INC.,
A NEVADA CORPORATION
