Exhibit 3.1.14
AGREEMENT OF MERGER
This Agreement of Merger is adopted by Econometrics, Inc., a business
corporation organized under the laws of the State of Colorado, by vote of its
shareholders on February 15, 2008 and by further resolution of its Board
Directors on February 27, 2008, and is adopted by Econometrics, Inc., business
corporation organized under the laws of the State of Delaware, by resolution of
its Board of Directors on February 27, 2008. The names of the corporations
planning to merge are Econometrics, Inc., a business corporation organized under
the laws of the State of Colorado and Econometrics, Inc., a business corporation
organized under the laws of the State of Delaware. The name of the surviving
corporation is Econometrics, Inc., a Delaware corporation.
1. Econometrics, Inc., a Colorado corporation, and Econometrics, Inc.,
a Delaware corporation, shall pursuant to the provisions of the Colorado
Corporations Act and pursuant to the provisions of the Delaware General
Corporation Law, be merged into a single corporation, to wit, Econometrics,
Inc., a Delaware corporation, which shall be the surviving corporation at the
effective time of the filing of this Agreement of Merger or a Certificate of
Merger with the State of Delaware. Econometrics, Inc., a Delaware corporation
may sometimes be referred to as the "Surviving Corporation" and shall continue
to exist in accordance with the provisions of the laws of the jurisdiction of
its organization. The separate existence of Econometrics, Inc., a Colorado
corporation, which is hereinafter referred to as the "Non-Surviving Corporation"
shall cease at the effective time and date of the merger in accordance with the
provisions of the Colorado Corporate Statutes.
2. The present Articles of Incorporation of the Surviving Corporation
shall be the Articles of Incorporation of said Surviving Corporation and said
Articles of Incorporation shall continue in full force and effect until amended
and changed in the manner prescribed by the provisions of the laws of the
jurisdiction of organization of the Surviving Corporation.
3. The present Bylaws of the Surviving Corporation will be the bylaws
of said Surviving Corporation and will continue in full force and effect until
changed, altered or amended as therein provided and in the manner prescribed by
the provisions of the laws of the jurisdiction of organization of the Surviving
Corporation.
4. The directors and officers of the Surviving Corporation, which are
the same the directors and officers of the Non-Surviving Corporation, at the
effective time and date of the merger shall be the members of the first Board of
Directors and the first officers of the Surviving Corporation, all of whom shall
hold their respective offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the bylaws of the Surviving Corporation.
5. Each issued share of the Non-Surviving Corporation immediately
before the effective time and date of the merger shall be converted into one
share of the same class of stock of the Surviving Corporation. The issued shares
of the Surviving Corporation shall not be converted or exchanged in any manner,
but each said share which is issued at the effective time and date of the merger
shall continue to represent one issued share of the Surviving Corporation.
6. The Agreement of Merger herein made and approved has been submitted
to the shareholders of the Surviving and Non-Surviving Corporation for approval
as required by the laws of the State of Colorado and the laws of the State of
Delaware.
7. In the event that the Agreement of Merger shall have been approved
by the shareholders entitled to vote of the Non-surviving Corporation and by the
shareholders entitled to vote of the Surviving Corporation in the manner
prescribed by the laws of the State of Colorado and the laws of the State of
Delaware, the Non-Surviving Corporation and the Surviving Corporation hereby
stipulate that they will cause to be executed and filed and/or recorded any
document or documents prescribed by the laws of the State of Colorado and the
laws of the State of Delaware and that they will cause to be performed all
necessary acts therein and elsewhere to effectuate the merger.
8. The Board of Directors and the proper officers of the Non-Surviving
Corporation and the Board of Directors and the proper officers of the Surviving
Corporation respectively, are hereby authorized, empowered, and directed to do
any and all acts and things and to make, execute, deliver, file and/or record
any and all instruments, papers and documents which shall be or become
necessary, proper, or convenient to carry out or put into effect any of the
provisions of this Agreement of Merger or of the merger herein provided for.
Executed February 27, 2008 ECONOMTRICS, INC.
a Colorado, corporation
By:/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, President
ECONOMETRICS, INC. a Delaware
corporation
By:/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, President
