Exhibit 3.6
ARTICLES OF SHARE EXCHANGE
BETWEEN
VISUAL INTELLIGANCE STSYTEMS, INC.,
a Texas corporation,
AND
TEXAS COMMERCIAL RESOURCES, INC.,
a Texas corporation
Pursuant to the provisions of Article 5.04 of the Texas Business
Corporation Act (the "TBCA"), the undersigned domestic corporations certify the
following Articles of Share Exchange adopted for the purpose of effecting a
share exchange in accordance with the provisions of Part Five of the TBCA.
1. The name of each of the undersigned corporation(s) and other entity or
entities that are a party to the plan and agreement of exchange, the type of
such corporation or other entity, and the laws under which such corporation or
other entity was organized are:
Name of Corporation or
Other Entity Type of Entity State
Texas Commercial Resources, Inc. Corporation Texas
Visual Intelligence Systems, Inc. Corporation Texas
2. A Plan and Agreement of Exchange (the "Plan of Exchange") was approved and
adopted in accordance with the provisions of Article 5.03 of the TBCA providing
for the acquisition by Texas Commercial Resources, Inc., (the "Acquiring
Corporation") of all of the outstanding shares of Visual Intelligence Systems,
Inc.
3. An executed copy of the Plan of Exchange is on file at the principal place of
business of Texas Commercial Resources, Inc., 0000 Xxx Xxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000 and a copy of the Plan of Exchange will be furnished by
such entity, on written request and without cost, to any shareholder of each
domestic corporation that is a party to the Plan of Exchange.
4. As to each of the undersigned domestic corporations, the approval of whose
shareholders is required, the number of outstanding shares of each class or
series of stock of such corporation entitled to vote, with other shares or as a
class, on the Plan of Exchange are as follows:
Number of Shares
Number of Shares Designation of Entitled to Vote as a
Outstanding Class or Series Class or Series
----------- --------------- -----------------
Name of Corporation
Visual Intelligence
Systems, Inc. 2,839,900 Common Stock 2,839,900
Texas Commercial
Resources, Inc. 9,081,400 Common Stock 9,081,400
5. As to each of the undersigned domestic corporations, the approval of whose
shareholders is required, the number of shares, not entitled to vote only as a
class, voted for and against the Plan of Exchange, respectively, and, if the
shares of any class or series are entitled to vote as a class, the number of
shares of each such class or series voted for and against the Plan of Exchange,
are as follows:
Number of Shares
Entitled to Vote as
Class or Series
---------------
Name of Total Voted Total Voted Voted Voted
Corporation For Against Class or Series For Against
----------- ----- ------- --------------- --- --------
Visual Intelligence Systems, Inc. N/A N/A Common Stock 2,219,900 437,500
Texas Commercial Resources, Inc. N/A N/A Common Stock 6,445,477 0
6. The Plan of Exchange and the performance of its terms were duly authorized by
all action required by the laws under which Texas Commercial Resources, Inc.,
the Acquiring Corporation, was incorporated and by its constituent documents.
7. The share exchange will become effective upon the issuance of the certificate
of exchange by the Secretary of State.
2
IN WITNESS WHEREOF, the undersigned corporations have caused these
Articles of Share Exchange to be executed and delivered by their duly authorized
officers in one or more counterparts as of the date first above written.
TEXAS COMMERCIAL RESOURCES, INC.,
a Texas corporation
By: /s/ B. Xxxxx Xxxxxx
---------------------------------
Name: B. Xxxxx Xxxxxx
Title: Vice President
VISUAL INTELLIGENCE SYSTEMS, INC.,
a Texas corporation
By: /s/ R. Xxxxxxxx Xxxxx
---------------------------------
Name: R. Xxxxxxxx Xxxxx
---------------------------
Title: Executive Vice President
---------------------------
3
