EXHIBIT 2.2
PLAN OF CONSOLIDATION
MERGING
GENERAL GENETICS CORPORATION
(PARENT)
INTO
NOTE BANKERS OF AMERICA, INC.
(SUBSIDIARY)
AGREEMENT OF MERGER entered into as of the 30th day of August, 1996, made
by and between Note Bankers of America, Inc. ("NBA"), a corporation organized
and existing under the laws of the State of Texas, and General Genetics
Corporation ("GGC"), a corporation organized and existing under the laws of
the State of Delaware.
WHEREAS, Note Bankers of America, Inc. is a wholly owned subsidiary of
General Genetics Corporation.
WHEREAS, General Genetics Corporation does deem it advisable and
generally to the welfare of said corporation and their respective stockholders
that it merge into Note Bankers of America, Inc. for the purposes of changing
its name and its state of incorporation.
WHEREAS, General Genetics Corporation has an authorized capital of
500,000,000 shares of $.001 common stock, of which 5,000,000 are now issued
and outstanding.
WHEREAS, the registered office of said Note Bankers of America, Inc. in
the state of Texas is located at 000 X. Xxxx Xxx Xxxx, Xxxxx 000, Xxxxxxx,
Xxxxxx of Xxxxxx, Texas and the registered office of General Genetics
Corporation is located in the city of Dover, County of Kent, State of
Delaware.
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 that
General Genetics Corporation shall be merged into its wholly owned subsidiary,
Note Bankers of America, Inc., pursuant to section 253 of the General
Corporation Law of the State of Delaware, and Article 5.16 of the Texas
Business Corporation Act, and do hereby agree upon and prescribe the terms and
conditions of said merger and of carrying the same into effect as follows:
FIRST: General Genetics Corporation shall be and hereby is merged
into Note Bankers of America, Inc., which shall be the surviving corporation,
hereinafter usually referred to as "the corporation" which shall be governed
by the laws of the State of Texas;
SECOND: The Articles of Incorporation of Note Bankers of America,
Inc. as in effect on the effective date of the merger, shall continue in full
force and effect as the Articles of Incorporation of the Surviving
Corporation;
THIRD: The manner of converting the outstanding shares of the capital
stock of the constituent corporations into the shares or other securities of
the surviving corporation shall be as follows:
(A) Upon the Effective Date, each of the issued and
outstanding shares of common stock of General Genetics Corporation and all
rights in respect thereof shall be converted into one fully paid and
nonassessable share of common stock of Note Bankers of America, Inc., and each
certificate nominally representing shares of common stock of General Genetics
Corporation shall for all purposes be deemed to evidence the ownership of a
like number of shares of common stock of Note Bankers of America, Inc. The
holders of such certificates shall not be required immediately to surrender
the same in exchange for certificates of common stock of Note Bankers of
America, Inc. but, as certificates nominally representing shares of General
Genetics Corporation are surrendered for transfer, Note Bankers of America,
Inc. will cause to be issued certificates representing shares of common stock
of Note Bankers of America, Inc. and, at any time upon surrender by any holder
of certificates nominally representing shares of common stock of General
Genetics Corporation, Note Bankers of America, Inc. will cause to be issued
therefor certificates for a like number of shares of common stock of Note
Bankers of America, Inc
(B) As soon as practicable after the Effective Date, Note
Bankers of America, Inc. shall mail written notice of the consummation of the
consolidation. The written notice will instruct the shareholders of General
Genetics Corporation of the above information and that they may deliver their
shares in General Genetics Corporation to the offices of Note Bankers of
America, Inc. at 000 X. Xxxx Xxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000.
Upon receipt of the stock certificate in General Genetics
Corporation, Note Bankers of America, Inc. shall, as soon as reasonably
practicable, issue new certificates of the common stock of Note Bankers of
America, Inc. in the appropriate amounts and enter said issuance of shares in
the stock record book of Note Bankers of America, Inc
FOURTH: The terms and conditions of the merger provided for herein are
as follows:
Until altered, amended or repealed, as herein provided, the
bylaws of Note Bankers of America, Inc. as in effect at the date of the
execution of this agreement, shall be the bylaws of the surviving corporation.
The first board of directors of the surviving corporation after
the date when the merger provided for herein shall become effective shall be
the directors of General Genetics Corporation in office at the date when this
agreement becomes effective, who are as follows:
Xxxxx X. Xxxxx
000 X. Xxxx Xxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
E. Xxxxxx XxXxxxx
000 X. Xxxx Xxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Xxxxx X. Xxxxxxxxxx
000 X. Xxxx Xxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
The officers of the surviving corporation shall be after the
date when the merger provided for herein shall become effective shall be the
officers of General Genetics Corporation in office at the date when this
agreement becomes effective, who are as follows:
Chairman/CEO: Xxxxx X. Xxxxxx
President/COO: E. Xxxxxx XxXxxxx
Secretary/Treasurer: Xxxxxxx Xxxxxxx
The surviving corporation shall pay all expenses of carrying
this agreement of merger into effect and of accomplishing the merger.
The surviving corporation may be served with process in the
State of Delaware in any proceeding for enforcement of any obligation of
General Genetics Corporation as well as for enforcement of any obligations of
the surviving corporation arising from the merger, including any suit or other
proceeding to enforce the right of any stockholder as determined in appraisal
proceedings pursuant to the provisions of section 262 of the General
Corporation Law of the State of Delaware, and it does hereby irrevocably
appoint the secretary of State of Delaware as its agent to accept service of
process in any such suit or other proceeding. The address to which a copy of
such process shall be mailed by the Secretary of State is Attention: E. Xxxxxx
XxXxxxx, President, 000 X. Xxxx Xxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000.
ARTICLES OF MERGER and any other appropriate documentation
shall be filed in the office of the Secretary of State, State of Texas, and a
Certificate of Ownership and Merger and any other appropriate documentation in
the office of the Secretary of State of Delaware, and a copy duly certified by
said Secretary of State of Delaware shall be recorded in the office of the
recorder of deeds for Kent County, and upon the filing such documents as
required by law in the office of the Secretary of State of Delaware, the
merger herein provided for shall be effective.
/S/ E. Xxxxxx XxXxxxx
-------------------------------
E. Xxxxxx XxXxxxx, President
General Genetics Corporation
CERTIFICATE OF SECRETARY
OF
GENERAL GENETICS CORPORATION
The undersigned, being the Secretary of GENERAL GENETICS CORPORATION,
("GGC"), a corporation organized and existing under the laws of the State of
Delaware, does hereby certify under the seal of the corporation that the
foregoing Plan of Consolidation to which this certificate is attached was duly
submitted to the stockholders entitled to vote of said General Genetics
Corporation, at a special meeting thereof for the purpose of acting on the
Plan of Consolidation. 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 Plan of Consolidation
was considered by the vote of stockholders entitled to vote of the
corporation. And, a vote having been taken for the adoption or rejection by
them of the Plan of Consolidation, at least a majority of the outstanding
stock entitled to vote of the corporation was voted for the adoption of the
Plan.
DATED:Sept. 19, 1996
/S/ X. X. Xxxxxxx
_____________________________________________
SECRETARY
