EXHIBIT 2.9
CERTIFICATE OF MERGER
THIS CERTIFICATE OF MERGER (the "Certificate") is made and entered into
as of December 18, 2001 by and between CARTESIAN TECHNOLOGIES, INC. a California
corporation ("Cartesian") and CARTESIAN ACQUIRING CORPORATION, a Delaware
corporation (the "Corporation"), pursuant to and in accordance with the
provisions of the General Corporation Law of the State of Delaware (the
"Delaware Act") and the General Corporation Law of the State of California (the
"California Act" and together with the Delaware Act, the "Acts").
Cartesian and the Corporation hereby agree to and do hereby effect the
merger of Cartesian with and into the Corporation (the "Merger") upon the terms
and conditions set forth in this Certificate, effective as of the Effective Date
(defined below):
1. CONSTITUENT ENTITIES
a. The name and state of formation of each of the constituent entities
involved in the Merger are as follows:
NAME STATE OF INCORPORATION
Cartesian Technologies, Inc. California
Cartesian Acquiring Corporation Delaware
b. The name of the surviving entity (the "Surviving Entity") shall be
Cartesian Acquiring Corporation, a Delaware corporation.
c. Cartesian's authorized capital stock consists of 10,000,000 shares
of common stock, par value $0.01 per share, of which 1,635,436 shares are issued
and outstanding. All shares of Cartesian's common stock are identical and have
all the rights, preferences and limitations of shares of common stock stated in
the California Act. All holders of Cartesian's common stock are entitled to
vote.
d. The Corporation's authorized capital consists of 3,000 shares of
common stock, par value $0.001 per share, of which 100 shares are issued and
outstanding. All shares of the Corporation's common stock are identical and have
all the rights, preferences and limitations of shares of common stock stated in
the Delaware Act. All holders of the Corporation's common stock are entitled to
vote.
2. TERMS AND EFFECT OF MERGER
a. On the Effective Date, upon consummation of the Merger, Cartesian
and the Corporation will cease to exist separately, and Cartesian shall be
merged with and into the Corporation in accordance with the provisions of this
Certificate and in accordance with the provisions of the Acts.
b. On the Effective Date, upon consummation of the Merger, all of the
existing shares of Cartesian's capital stock shall be surrendered and, shall, by
virtue of the Merger and without any action on the part of the shareholders of
Cartesian, be converted into and shall represent the right to receive shares of
common stock of Genomic Solutions Inc. and cash, as more particularly described
in that Amended and Restated Agreement and Plan of Merger, dated as of September
28, 2001, between Genomic Solutions Inc., the Corporation, Cartesian, and
certain shareholders of Cartesian (the "Plan of Merger"). All of the outstanding
shares of the capital stock of Cartesian will be canceled.
3. CERTIFICATE OF INCORPORATION
The Certificate of Incorporation and the Bylaws of the Corporation in
effect on the Effective Date shall be the Certificate of Incorporation and the
Bylaws of the Surviving Entity.
4. FILING OF CERTIFICATE; EFFECTIVE DATE
The effective date of the Merger (the "Effective Date") shall be the
date on which this Certificate is filed with the Secretary of State of Delaware.
5. ADOPTION AND APPROVAL
This Certificate and the Plan of Merger have been approved, adopted,
certified, executed and acknowledged in accordance with (a) the requirements of
Section 252 of the Delaware Act, and (b) Section 1100 et. seq. of the California
Act.
6. COPIES OF THIS AGREEMENT
A copy of this Certificate and of the Plan of Merger shall remain on
file at the Surviving Entity's principal place of business, the address of which
is c/o Genomic Solutions Inc., 0000 Xxxxxxx Xxxxx, Xxxxx X, Xxx Xxxxx, Xxxxxxxx
00000, and upon request and without cost, the Surviving Entity shall furnish a
copy thereof to any shareholder of Cartesian or the Corporation.
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7. MERGER PERMITTED UNDER DELAWARE AND CALIFORNIA LAW
This Merger is permitted under, and has been effectuated in accordance
with, the laws of the States of Delaware and California.
IN WITNESS WHEREOF, the undersigned have caused this Certificate of
Merger to be executed as of the date first written above.
CARTESIAN TECHNOLOGIES, INC., a
California corporation
By: /s/ Xxxxxx X. Xxxxxx
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Its: President
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CARTESIAN ACQUIRING
CORPORATION, a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
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Its: President
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