PLAN OF MERGER OF Oregon Micro Systems, Inc INTO Pro-Dex, Inc.
Exhibit 2.5 Merger Agreement of Oregon Micro Systems Inc. into Pro-Dex
OF
Oregon Micro Systems, Inc
INTO
Pro-Dex, Inc.
1. Pro-flex, Inc., which is a business corporation of the State of Colorado and is the owner of all of the outstanding shares of Oregon Micro Systems, Inc., which is a business corporation of the State of Oregon, hereby merges Oregon Micro Systems, Inc. into Pro-Dex, Inc. pursuant to the provisions of the laws of the State of Colorado and pursuant to the provisions of the Oregon Business Corporation Act.
2. The separate existence of Oregon Micro Systems. Inc. shall cease at the effective time and date of the merger pursuant to the provisions of the Oregon Business Corporation Act; and Pro-Dex, Inc. shall continue its existence as the surviving corporation pursuant to the provisions of the laws of the State of Colorado.
3. The issued shares of Oregon Micro Systems, Inc. shall not be converted in any manner, but each said share which is issued immediately prior to the effective time and date of the merger shall be surrendered and extinguished.
4. The Board of Directors and the proper officers of Pro-Dex, Inc. 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 Plan of Merger or of the merger herein provided for.
of
Oregon Micro Systems, Inc.
INTO
Pro-Dex, Inc.
1. Pro-Dex, Inc., which is a business corporation of the State of Colorado and is the owner of all of the outstanding shares of Oregon Micro Systems, Inc., which is a business corporation of the State of Oregon, hereby merges Oregon Micro Systems, Inc. into Pro-Dex, Inc. pursuant to the provisions of the laws of the State of Colorado and pursuant to the provisions of the Oregon Business Corporation Act
2. The separate existence of Oregon Micro Systems. Inc. shall cease at the effective time and date of the merger pursuant to the provisions of the Oregon Business Corporation Act; and. Pro-Dex, Inc. shall continue its existence as the surviving corporation pursuant to the provisions of the laws of the State of Colorado.
3. The issued shares of Oregon Micro Systems, Inc. shall not be converted in any manner, but each said share which is issued immediately prior to the effective time and date of the merger shall be surrendered and extinguished.
4. The Board of Directors and the proper officers of Pro-Dex, Inc. 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 Plan of Merger or of the merger herein provided for.
ARTICLES OF MERGER
OF
Oregon Micro Systems, Inc.
AND
Pro-Dex, Inc.
To the Secretary of State
State of Colorado
Pursuant to the provisions of the Colorado Business Corporation Act governing the merger of a foreign wholly-owned subsidiary business corporation into its domestic parent business corporation, the domestic parent business corporation hereinafter named does hereby submit the following Articles of Merger.
FIRST: The name of the foreign subsidiary corporation, which is a business corporation organized under the laws of the State of Oregon is Oregon Micro Systems. Inc. ("Foreign Subsidiary").
SECOND: The name of the parent corporation, which is a business corporation organized under the laws of the State of Colorado, is Pro-Dex, Inc. ("Domestic Parent").
THIRD: All of the outstanding shares of Foreign Subsidiary are of one class, and are owned by Domestic Parent.
FOURTH: The following is the Plan of Merger for merging Foreign Subsidiary into Domestic Parent as approved by resolution of the Board of Directors of Domestic Parent:
1. Domestic Parent, which is a business corporation of the State of Colorado and is the parent corporation and the owner of all of the outstanding shares of Foreign Subsidiary, which is a business corporation of the State of Oregon and the subsidiary corporation, hereby merges Foreign Subsidiary into Domestic Parent pursuant to the provisions of the Colorado Business Corporation Act.
2. The separate existence of Foreign Subsidiary shall cease at the effective time and date of the merger and Domestic Parent shall continue its existence as the surviving corporation pursuant to the provisions of the Colorado Business Corporation Act.
3. The issued shares of Foreign Subsidiary shall not be converted in any manner, but each said share which is issued at the effective time and date of the merger shall be surrendered and extinguished.
4. The Board of Directors and the proper officers of Domestic Parent 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 Plan of Merger or of the merger herein provided for.
FIFTH: Shareholder approval was not required.
SIXTH: The laws of the jurisdiction of organization of Foreign Subsidiary permit the merger of a subsidiary business corporation of that jurisdiction with and into a foreign parent business corporation of another jurisdiction; and the merger of Foreign Subsidiary with and into Domestic Parent is in compliance with the laws of the jurisdiction of organization of Foreign Subsidiary.
Executed on this June 11, 2004.
Oregon Micro Systems, Inc.
/s/ Xxxxxxx Xxxxxxx, President
Xxxxxxx Xxxxxxx, President
Pro-Dex, Inc.
/s/ Xxxxxxx Xxxxxxx, President
Xxxxxxx Xxxxxxx, President
The (a) name or names, and (b) mailing address or addresses, of any one or more of the individuals who cause this document to be delivered for filing, and to whom the Secretary of Sate may deliver notice if filing of this document is refused, are: Xxx Xxxxxxx, 000 Xxxx Xxxxxxxxx Xxx., Xxxxx Xxx, XX 00000.
