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EXHIBIT 2
ARTICLES OF MERGER
THESE ARTICLES OF MERGER (the "Articles"), dated as of June 16, 1998,
between TIROL PINES, INC. a Nevada corporation ("Surviving Corporation/TIROL
PINES") and INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada Corporation
("IEMI"), the two corporations being herein sometimes collectively called the
"Constituent Corporations."
WITNESSETH:
WHEREAS, the Surviving Corporation is a corporation duly organized and
existing under the laws of the State of Nevada; and
WHEREAS, IEMI is corporation duly organized and existing under the laws
of the State of Florida; and
WHEREAS, the Boards of Directors of the Constituent Corporations hereto
deem it desirable, upon the terms and subject to the conditions herein stated,
that IEMI be merged with and into the Surviving Corporation and that TIROL PINES
be the Surviving Corporation as outlined herein.
NOW THEREFORE, it is agreed as follows:
Section 1
Terms and Conditions/Manner and Basis for Converting Shares
1.1 In accordance with the provisions of these Articles and the
requirements of applicable law, IEMI shall be merged with and into the Surviving
Corporation at the Effective Date (as defined in Section 2 hereof). TIROL PINES
shall be the Surviving Corporation, and the separate existence of IEMI shall
cease at the Effective Date. Consummation of the Merger shall be on the terms
and subject to the conditions set forth herein.
1.2 At the Effective Date, the Surviving Corporation shall continue its
corporate existence as a Nevada corporation and (i) it shall thereupon and
thereafter possess all rights, privileges, powers, franchises and property
(real, personal and mixed) of each of the Constituent Corporations; (ii) all
debts due to either of the Constituent Corporations, on whatever account, all
choses in action and all other things belonging to either of the Constituent
Corporations shall be taken and deemed to be transferred to and shall be vested
in the Surviving Corporation by virtue of the Merger without further act or
deed; and (iii) all rights of creditors and all liens upon any property of any
of the Constituent Corporations shall be preserved unimpaired, limited in lien
to the property affected by such liens immediately prior to the Effective Date,
and all debts, liabilities and duties of the Constituent Corporations
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shall thenceforth attach to the Surviving Corporation.
1.3 At the Effective Date, (i) the Articles of Incorporation and the
Bylaws of the Surviving Corporation, as existing immediately prior to the
Effective Date, shall be and remain the Articles of Incorporation and Bylaws of
the Surviving Corporation; and (ii) the members of the Board of Directors of the
Surviving Corporation holding office immediately prior to the Effective Date
shall resign and be replaced pursuant to Section 1(b)(ii) of the Stock Exchange
and Merger Agreement.
1.4 On the Effective Date, (i) all issued and outstanding shares of
capital stock of IEMI shall be converted into 1,500,000 restricted shares of
TIROL PINES Common Stock, no par value, (the "Common Stock") which shall be
fully paid and non-assessable. In lieu of the issuance of any fractional shares,
the shares of TIROL PINE'S Common Stock to which IEMI's shareholders are
entitled shall be rounded off to the next highest whole number. Until
surrendered and exchanged as herein provided, each outstanding certificate
which, prior to the Effective Date, represented an IEMI security shall be deemed
for all corporate purposes to evidence ownership of the appropriate number of
shares of Common Stock, into which the IEMI security (which, prior to such
Effective Date, were represented thereby) shall have been so converted
1.5 Subject to Section 1.4 above, each holder of a stock certificate or
certificates representing outstanding shares of IEMI capital stock immediately
prior to the Effective Date of the Merger, shall upon surrender of such
certificate or certificates to TIROL PINES after the Effective Date, be entitled
to receive a stock certificate or certificates representing the appropriate
number of shares of TIROL PINES Common Stock as described in Section 1.4 above.
Until actually surrendered, each such IEMI certificate shall, by virtue of the
Merger, be deemed for all purposes to evidence ownership of the appropriate
number of shares of TIROL PINES Common Stock.
1.6 If any certificate representing a TIROL PINES security is to be
issued in a name other than that in which the certificate surrendered is
registered, it shall be a condition of such issuance that the certificate so
surrendered shall be properly endorsed or otherwise in proper form for transfer
and that the person requesting such issuance shall either pay to TIROL PINES or
its transfer agent any transfer or other taxes required by reason of the
issuance of certificates representing a TIROL PINES security in a name other
than that of the registered holder of the certificate surrendered, or establish
to the satisfaction of TIROL PINES or its transfer agent that such tax has been
paid or is not applicable.
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SECTION 2
Effective Date
2.1 These Articles shall be submitted to the shareholders entitled to
vote thereon of IEMI as provided by the applicable laws of the State of Florida.
If these Articles are duly adopted by the requisite consent or vote of such
shareholders and are not terminated as contemplated by Section 4, these
Articles, executed in accordance with the law of the State of Nevada shall be
filed with the Secretary of the State of Nevada.
2.2 The Merger shall become effective upon the filing with the
Secretary of State of Nevada and the Secretary of State of Florida, herein
sometimes referred to as the "Effective Date."
SECTION 3
Covenants and Agreements
3.1 Each of the Constituent Corporations hereby covenants to mutually
assist the other and to take all action reasonably necessary to accomplish and
effectuate the terms hereof.
3.2 The Constituent Corporations have entered into a Stock Exchange and
Merger Agreement, of which these Articles of Merger are a part, and said
Agreement has been approved, adopted, certified, executed and acknowledged by
each of the Constituent Corporations in accordance with Nevada law. Said
Agreement thereto is on file at the principal place of business of the Surviving
Corporation located at 0000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx 00000. A copy of
said Agreement will be furnished by the Surviving Corporation, on request and
without cost, to any shareholder of the Constituent Corporations.
XXXXXXX 0
Xxxxxxxxx, Xxxxxxxxxxx and Counterpart Signatures
4.1 At any time prior to the filing of these Articles with the
Secretary of State of the State of Nevada, these Articles may be amended by the
Boards of Directors of the Surviving Corporation and IEMI, to the extent
permitted by state law notwithstanding favorable action on the Merger by the
shareholders of either or both of the Constituent Corporations with respect to
any of the terms contained herein except the terms of conversion provided for in
Section 1.4 hereof
4.2 At any time prior to the filing of these Articles with the
Secretary of State of the State of Nevada, these Articles may be terminated and
abandoned by the Board of Directors of either the Surviving Corporation or IEMI,
notwithstanding
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favorable action on the Merger by the shareholders of IEMI.
4.3 These Articles may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
SECTION 5
Appointment of Agent for Service of Process
5.1 Pursuant to applicable provisions of Nevada corporate law, since
the Surviving Corporation in the Merger is to be governed by the laws of the
State of Nevada, said Surviving Corporation does hereby agree that it may be
served with process in the State of Nevada in any proceeding for enforcement of
any obligation of the Surviving corporation of IEMI arising from this Merger,
including any suit or any other proceeding to enforce the rights of any
shareholders as determined in appraisal proceedings pursuant to the corporate
law of the State of Nevada, and does hereby irrevocably appoint the Secretary
of State of the State of Nevada as its agent to accept service of process in any
such suit or other proceedings and does hereby specify that the address to which
a copy of such process shall be made by the Secretary of State of the State of
Nevada is 0000 X. Xxxx Xxxxxx Xx., Xxxxx 000X, Xxxxxxx, Xxxxxx 00000, care of
Nevada Atlantic Stock Transfer, Inc.
IN WITNESS WHEREOF, the parties hereto have caused these Articles of
Merger to be executed by an executive officer of each of them pursuant to
authority given by their respective Boards of Directors.
Approved by its Board of Directors by written consent dated JUNE 16,1998.
TIROL PINES By: /s/ XXXXX XXXXXX
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Xxxxx Xxxxxx / Secretary
BY: /s/ XXXXX XXXXXX ATTEST: [SIG]
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Xxxxx Xxxxxx, President
Approved by its Board of Directors and by its shareholders by written consent
dated June 16, 1998.
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC.
BY: /s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx / Secretary
BY: /s/ XXXXXX XXXXXXX ATTEST:
--------------------------------- --------------------------
Xxxxxx Xxxxxxx, President/CEO
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CERTIFICATE OF APPROVAL OF STOCK
EXCHANGE AND MERGER AGREEMENT
The undersigned certifies that:
1. The undersigned is the President of TIROL PINES, a Nevada corporation.
2. The Stock Exchange and Merger Agreement in the form attached was duly
approved by all the members of the Board of Directors of the corporation on June
16, 1998. Shareholder approval was not required.
3. There is only one class of outstanding shares and the number of shares
outstanding is 1,000,000.
I further declare under penalty of perjury under the laws of the State of
Nevada that the matters set forth in this certificate are true and correct to
the best of my knowledge.
Date: /s/ XXXXX XXXXXX
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Xxxxx Xxxxxx, President
ACKNOWLEDGMENT
STATE OF FLORIDA )
)ss.
COUNTY OF BROWARD )
The foregoing instrument was acknowledged before me this 17th day of June
1998, by Xxxxx Xxxxxx, President of TIROL PINES INC., a Nevada corporation, on
behalf of the corporation, as signer of that certain Stock Exchange and Merger
Agreement between TIROL PINES and INTERNATIONAL ENVIRONMENTAL MANAGEMENTS, INC.,
who duly acknowledged to me that he executed the same on behalf of said
corporation. He is personally known to me or has produced Fla. D.L. as
identification and did (did not) take an oath.
Name: Xxxxx X Xxxxxxx
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Notary Pubic
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Serial No. CC 666808
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My Commission Expires: 7/27/2001
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CERTIFICATE PURSUANT TO SECTION 7(d) OF STOCK EXCHANGE
AND MERGER AGREEMENT DATED JUNE 16, 1998
Xxxxx Xxxxxx, President of TIROL PINES, INC. ("TIROL PINES") does hereby certify
as of the date hereof the following:
1. The representations and warranties by TIROL PINES as set forth in
Section 3 of the Stock Exchange and Merger Agreement dated June 16, 1998 (The
"Agreement") are true and correct as of the date hereof, and any statement,
list, certificate or other written information furnished by TIROL PINES pursuant
to the Agreement or in connection with the transactions contemplated thereby are
true and correct in all material respects as of the date set forth therein.
2. TIROL PINES has performed and complied with all agreements and
conditions required by the Agreement.
3. None of the shareholders of TIROL PINES have exercised his or her
dissenters rights pursuant to the General Corporation Law of Nevada.
IN WITNESS WHEREOF, I have signed this certificate as of the 16 day of June,
1998.
/s/ XXXXX XXXXXX
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Xxxxx Xxxxxx, President
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CERTIFICATE OF APPROVAL OF STOCK
EXCHANGE AND MERGER AGREEMENT
The undersigned certifies that:
1. The undersigned is the President of INTERNATIONAL ENVIRONMENTAL
MANAGEMENT, INC., a Nevada corporation.
2. The Stock Exchange and Merger Agreement in the form attached was duly
approved by all the members of the Board of Directors of the corporation on
MARCH 08, 1998. Shareholder approval was not required.
3. There is only one class of outstanding shares and the number of shares
outstanding is 2,500,0O0.
I further declare under penalty of perjury under the laws of the State of
Nevada that the matters set forth in this certificate are true and correct to
the best of my knowledge.
Date: /s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx, President
ACKNOWLEDGMENT
STATE OF FLORIDA )
)ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this 18th day of
AUGUST 1998, by Xxxxxx Xxxxxxx, President of INTERNATIONAL ENVIRONMENTAL
MANAGEMENT, INC., a Florida corporation, on behalf of the corporation, as signer
of that certain Stock Exchange and Merger Agreement between TIROL PINES, INC.
and INTERNATIONAL ENV1RONMENTAL MANAGEMENT, INC., who duly acknowledged to me
that he executed the same on behalf of said corporation. He is personally known
to me or has produced Fla Lic # S455-341-54-329 as identification and did (did
not) take an oath.
Name: Xxxx Xxxxxx
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NOTARY PUBLIC XXXX XXXXXX
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SERIAL NO. CC530619
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My Commission Expires: 2/14/2000
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CERTIFICATE PURSUANT TO SECTION 7(d) OF STOCK EXCHANGE
AND MERGER AGREEMENT DATED JUNE 16,1996
Xxxxxx Xxxxxxx, President of INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC.
("IEMI") does hereby certify as of the date hereof the following:
1. The representations and warranties by IEMI as set forth in Section 2
of the Stock Exchange and Merger Agreement dated June 16, 1998 (The "Agreement")
are true and correct as of the date hereof, and any statement, list, certificate
or other written information furnished by TIROL PINES pursuant to the Agreement
or in connection with the transactions contemplated thereby are true and correct
in all material respects as of the date set forth therein.
2. IEMI has performed and complied with all agreements and conditions
required by the Agreement.
3. None of the shareholders of IEMI have exercised his or her dissenters
rights pursuant to the General Corporation Law of Florida.
IN WITNESS WHEREOF, I have signed this certificate as of the 16 day of June,
1998.
/s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx, President
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PLAN OF MERGER
PLAN OF MERGER adopted by International Environmental Management, Inc., a
Florida corporation for profit organized under the laws of the state of Florida,
by resolution of its Board of Directors on June 16, 1998, and adopted on June
16, 1998 by Tirol Pines, Inc., a corporation for profit organized under the laws
of the State of Nevada, by resolution of its Board of Directors on June 19,
1998. The names of the corporations planning to merge are: International
Environmental Management, Inc., a corporation for profit organized under the
laws of the state of Florida, and Tirol Pines, Inc., a corporation for profit
organized under the laws of the state of Nevada. The name of the surviving
corporation into which International Environmental Management, Inc. plans to
merge is Tirol Pines, Inc.
1. International Environmental Management, Inc. and Tirol Pines, Inc.
shall, pursuant to the provisions of the Florida Business Corporation Act and
the provisions of the laws of the jurisdiction of organization of Nevada, be
merged with and into a single corporation, Tirol Pines, Inc., which shall be the
surviving corporation upon the effective date of the merger and which is
sometimes hereinafter referred to as the "surviving corporation", and which
shall continue to exist as said surviving corporation under its present name
pursuant to the provisions of the laws of the jurisdiction of its organization.
The separate existence of International Environmental Management, Inc., which is
sometimes hereinafter referred to as the "non-surviving corporation", shall
cease upon the effective date of the merger in accordance with the provisions of
the Florida Business Corporation Act.
2. The Articles of Incorporation of the surviving corporation upon the
effective date of the merger in the jurisdiction of its organization 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 bylaws of the surviving corporation upon the effective date of
the merger in the jurisdiction of its organization 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 its organization.
4. The directors and officers in office of the surviving corporation
upon the effective date of the merger in the jurisdiction of its organization
shall be the members of the first Board of Directors and the first officers of
the surviving corporation, all of whom shall hold their directorships and
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.
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5. All issued shares of the non-surviving corporation, upon the
effective date of the merger, shall be converted into all issued shares of the
surviving corporation. The issued shares of the surviving corporation shall be
exchanged for three million (3,000,000) shares of restricted common stock of
International Environmental Management, Inc.
6. The Plan of Merger herein made and approved shall be submitted to
the shareholders of the non-surviving corporation for their approval or
rejection in the manner prescribed by the provisions of the Florida Business
Corporation Act, and the merger of the non-surviving corporation with and into
the surviving shall be authorized in the manner prescribed by the laws of the
jurisdiction of organization of the surviving corporation.
7. In the event that the Plan of Merger shall have been approved by
the shareholders entitled to vote of the non-surviving corporation in the manner
prescribed by the provisions of the Florida Business Corporation Act, and in the
event that the merger of the non-surviving corporation with and into the
surviving corporation shall have been duly authorized in compliance with the
laws of the jurisdiction of organization of the surviving corporation, 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 Florida and of the state of
Michigan, 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 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 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.
9. The merger herein provided for shall become effective in the state
of Florida on June 16, 1998.
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