EXHIBIT 2.4
A0605699
ENDORSED - FILED
In the office of the Secretary of
State of the State of California
DEC 30 2003
XXXXX XXXXXXX
SECRETARY OF STATE
AGREEMENT OF MERGER
BETWEEN
ADVANCED FUEL FILTRATION, INC.
AND
XXXX SUB TWO, INC.
THIS AGREEMENT OF MERGER (the "Agreement") is made as of December 24,
2003, by and among ADVANCED FUEL FILTRATION SYSTEMS, INC., a California
corporation (the "Surviving Corporation"), ENVIRONMENTAL TECHNOLOGIES, INC., a
Nevada corporation {the "Buyer"), and XXXX SUB TWO, INC., a California
corporation which is a wholly owned subsidiary of the Buyer (the "Disappearing
Corporation"). The Surviving Corporation, Disappearing Corporation and the Buyer
are sometimes referred to herein collectively as the "Constituent Corporations."
The Merger provided for in this Agreement will become effective when this
Agreement of Merger, with Officers' Certificates attached, is duly filed in the
office of the California Secretary of State in accordance with California
Corporations Code Section 1103. The time of such filing is referred to in this
Agreement as the "Effective Time."
Recitals
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A. Disappearing Corporation is duly organized, existing, and in good
standing under the laws of the State of California. It is authorized to issue
1,000,000 shares of a single class of capital stock denoted as "common stock" of
which 1,000 shares thereof are, and will at the Effective Time be, issued and
outstanding (the "Disappearing Corporation's Outstanding Common Stock").
Disappearing Corporation is the wholly owned subsidiary of the Buyer.
B. Surviving Corporation is duly organized, existing, and in good
standing under the laws of the State of California. It is authorized to issue
1,000 shares of a single class of capital stock denoted as "common stock"
("Surviving Corporation Stock") and 100 shares thereof are, and will at the
Effective Time be, issued and outstanding (the "Surviving Corporation's
Outstanding Common Stock").
C. The Boards of Directors of the Constituent Corporations deem it in
the best interests of the respective corporations and their shareholders that
Disappearing Corporation be merged with Surviving Corporation in accordance with
California Corporations Code Sections 1100, et seq.
D. All of the shareholders of the Constituent Corporations have
reviewed, understood, approved and agreed to the terms of the within Agreement
of Merger and have authorized and directed their respective Boards to take all
steps reasonably necessary to complete the merger contemplated herein.
E. The Boards of the Constituent Corporations have adopted, on behalf
of their respective corporations, the plan of reorganization set forth in this
Agreement of Merger as follows:
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Agreement of Merger
-------------------
1. MERGER. At the Effective Time (as defined below), Disappearing
Corporation shall be merged with and into the Surviving Corporation (the
"Merger") which shall survive the Merger. Disappearing Corporation's separate
existence shall cease at the Effective Time. Without any other transfer or
documentation, at the Effective Time, the Surviving Corporation shall: (i)
succeed to all of Disappearing Corporation's rights and property; and (ii) be
subject to all Disappearing Corporation's liabilities and obligations. All liens
on the property of both corporations remain unimpaired, but liens on the
Disappearing Corporation's property are limited to the property affected thereby
immediately prior to the Effective Time.
1.1 FUTURE ACTS. Notwithstanding the above, after the Effective Time, the
Surviving Corporation's proper officers and directors may perform any
acts necessary or desirable to vest or confirm Surviving Corporation's
possession of and title to any property or rights of Disappearing
Corporation, or otherwise carry out this Agreement's purpose. This
includes, without limitation, execution and delivery of deeds,
assurances, assignments or other instruments.
2. CONVERSION OF SHARES. By virtue of the Merger, and without any
further action on the part of any of the Constituent Corporations or any of
their respective shareholders or directors, at the Effective Time, the shares of
stock of Disappearing Corporation and Surviving Corporation outstanding at the
Effective Time will be converted in accordance with the following:
2.1 Each 10 shares of Disappearing Corporation's Outstanding Common Stock
(1,000 shares of its common stock) will be converted into 1 share of
Surviving Corporation Stock resulting in the Buyer (as the sole
shareholder of the Disappearing Corporation) receiving 100 shares of
Surviving Corporation Stock and Disappearing Corporation's Outstanding
Common Stock will be canceled.
2.2 Each 1 share of the Surviving Corporation's Outstanding Common Stock
(100, shares of its common stock) will be converted into 20,000 shares
of Buyer's fully paid and non-assessable common stock resulting in the
shareholders of the Surviving Corporation collectively receiving
2,000,000 shares of Buyer's common stock and Surviving Corporation's
Outstanding Common Stock will be canceled.
2.3 No fractional shares of Buyer or Surviving Corporation will be issued
in conjunction with the Merger stock conversions set forth above.
2.4 From and after the Effective Time, no transfer of Surviving
Corporation's Outstanding Common Stock outstanding before the Effective
Time will be made on the record books of Surviving Corporation and no
transfer of Disappearing Corporation's Outstanding Common Stock
outstanding before the Effective Time will be made on the record books
of Disappearing Corporation.
3. STOCK CERTIFICATES. At the Effective Time, all share certificates
representing the Disappearing Corporation's Outstanding Common Stock shall be
deemed to represent ownership of the Surviving Corporation Stock, into which
Disappearing Corporation's Outstanding
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Common Stock will have been converted (as provided above) and all share
certificates representing the Surviving Corporation's Outstanding Common Stock
shall be deemed to represent ownership of the Buyer's shares, into which
Surviving Corporation's Outstanding Common Stock has been converted (as provided
above). The holder of the certificate(s) representing all of the Disappearing
Corporations Outstanding Common Stock must surrender such certificates to the
Surviving Corporation for cancellation thereof, the Surviving Corporation shall
prepare a single stock certificate in the name of the Buyer representing the
requisite number of Surviving Corporation Stock to be received by the Buyer from
the Surviving Corporation in the Merger, the holders of the certificates
representing all of the Surviving Corporation's Outstanding Common Stock must
surrender such certificates to the Surviving Corporation for cancellation
thereof and the Survivor shall deliver to the Buyer the certificate representing
the shares of Surviving Corporation Stock that Buyer is entitled to receive in
the Merger simultaneously with the Buyer delivering to the pre-Merger
shareholders of the Surviving Corporation certificates for shares of the Buyer's
common stock representing the number of shares to which each pre-Merger
shareholder of the Surviving Corporation is entitled utilizing the conversion
ratio set forth provided above.
3.1 VOTING PENDING DELIVERY. From and after the Effective Time, and pending
the surrender and exchange of share certificates as set forth above,
(i) the registered owner(s) of Disappearing Corporation's Outstanding
Common Stock shall collectively have all voting and other rights
relative to the shares of Surviving Corporation's Outstanding Common
Stock and no voting power with respect to the Disappearing
Corporation's Outstanding Common Stock (which will be deemed canceled),
and (ii) the pre-Merger shareholders of the Surviving Corporation shall
have all voting and other rights relative to the requisite number of
shares of the Buyer that they are each entitled to receive in
accordance herewith regardless of the fact that the certificates
representing such shares have not actually been delivered to them.
4. ARTICLES OF INCORPORATION; BYLAWS; BOARD OF DIRECTORS; OFFICERS. The
following corporate structure shall exist before and after the Merger:
4.1 Surviving Corporation's articles of incorporation in effect immediately
before the Effective Time will remain the articles of incorporation of
the Surviving Corporation without change or amendment until they are
duly altered, amended, or repealed.
4.2 Surviving Corporation's bylaws in effect immediately before the
Effective Time will remain the bylaws of the Surviving Corporation
without change or amendment until they are duly altered, amended, or
repealed.
4.3 Surviving Corporation's directors and officers, in office immediately
before the Effective Time, will continue as the directors and officers
of the Surviving Corporation until such time as their successors have
been elected and qualified as provided for in the articles of
incorporation and bylaws of the Surviving Corporation.
5. ABANDONMENT OF MERGER. Any time prior to the effective date, this
merger may be abandoned without further obligation or liability by action of the
Board of Directors of either of the Constituent Corporations, notwithstanding
approval of the merger by their respective shareholders.
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6. CHOICE OF LAW. The validity, interpretation, and performance of this
Agreement will be controlled by, and construed under, the laws of the State of
California.
7. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will be considered an original, but all of which
together will constitute the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their respective duly authorized officers, as of the date first above written.
Execution by Surviving Corporation
Dated: December 24, 2003 ADVANCED FUEL FILTRATION SYSTEMS,
INC., A California Corporation
By /S/ XXXXXXX X. XXXXXX By /S/ XXXXXX X. XXXX
------------------------------- -------------------------------
Xxxxxxx X. Xxxxxx, President Xxxxxx X. Xxxx, Secretary
Execution by Disappearing Corporation
Dated: December 24, 2003 PAR SUB TWO, INC.,
A California Corporation
By /S/ XXXXXX X. XXXXXXXXX By /S/ XXXXXX X. XXXXXXXXX
------------------------------- -------------------------------
Xxxxxx X. Xxxxxxxxx, President Xxxxxx X. Xxxxxxxxx, Secretary
Execution by Buyer
Dated: December 24, 2003 ENVIRONMENTAL TECHNOLOGIES, INC.,
A Nevada Corporation
By /S/ XXXXXX X. XXXXXXXXX By /S/ XXXXXX X. XXXXXXXXX
------------------------------- -------------------------------
Xxxxxx X. Xxxxxxxxx, President Xxxxxx X. Xxxxxxxxx, Secretary
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OFFICERS' CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
BY
ADVANCED FUEL FILTRATION SYSTEMS, INC.
--------------------------------------
XXXXX XXXXXX and XXXXXX X. XXXX certify that:
1. They are the Vice-President and Secretary respectively of ADVANCED
FUEL FILTRATION SYSTEMS, INC., a California corporation ("SURVIVING
CORPORATION").
2. The Agreement of Merger in the form attached was duly approved by
the Board of Directors and Shareholders of Surviving Corporation.
3. There is only one class of shares of Surviving Corporation and the
number of its shares outstanding is 100. The number of shares that voted in
favor of the attached Agreement of Merger equaled or exceeded the vote required.
The Shareholder approval was by the holders of one hundred percent (100%) of the
outstanding shares of the Surviving Corporation.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Dated: December 24, 2003 /S/ XXXXX XXXXXX
-------------------------------
XXXXX XXXXXX, Vice-President
Dated: December 24, 2003 /S/ XXXXXX X. XXXX
-------------------------------
XXXXXX X. XXXX, Secretary
OFFICERS' CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
BY
XXXX SUB TWO, INC.
------------------
XXXXXX XXXXXXXXX certifies that:
1. He is the President and Secretary of XXXX SUB TWO, INC., a
California corporation ("DISAPPEARING CORPORATION").
2. The Agreement of Merger in the form attached was duly approved by
the Board of Directors and Shareholders of Disappearing Corporation.
3. There is only one class of shares of Disappearing Corporation and
the number of its shares outstanding is 1,000. The number of shares that voted
in favor of the attached Agreement of Merger equaled or exceeded the vote
required. The Shareholder approval was by the holders of one hundred percent
(100%) of the outstanding shares of the Disappearing Corporation.
I further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of my own knowledge.
Dated: December 24, 2003 /S/ XXXXXX XXXXXXXXX
-------------------------------
XXXXXX XXXXXXXXX, President
Dated: December 24, 2003 /S/ XXXXXX XXXXXXXXX
-------------------------------
XXXXXX XXXXXXXXX, Secretary
[OFFICE OF THE CALIFORNIA
SECRETARY OF STATE SEAL]
