Exhibit 2.2
ARTICLES OF MERGER
THESE ARTICLES OF MERGER (the "Articles"), dated as of April 4, 2002, between
ADVANCED MEDICAL TECHNOLOGIES, INC., a Nevada corporation ("Surviving
Corporation" or "AMT") and GOLD ENTERTAINMENT GROUP, INC., a Nevada corporation
("GOLD"), 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, GOLD is a corporation duly organized and existing under the laws
of the State of Nevada; and
WHEREAS, the Surviving Corporation shall hereafter be known as GOLD
ENTERTAINMENT GROUP, INC.; 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 GOLD
be merged with and into the Surviving Corporation and that AMT 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, GOLD shall be merged with and into the Surviving Corporation at
the Effective Date (as defined in Section 2 hereof). AMT shall be the Surviving
Corporation, and the separate existence of GOLD 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 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)(2) of the Stock Exchange and Merger
Agreement.
1.4 On the Effective Date, (i) all issued and outstanding shares of capital
stock of GOLD shall be converted into 5,250,000 restricted shares of AMT Common
Stock, $.001 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
AMT's Common Stock to which GOLD'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 a GOLD security shall be deemed for all corporate purposes to
evidence ownership of the appropriate number of shares of Common Stock, into
which the GOLD 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 GOLD capital stock immediately
prior to the Effective Date of the Merger, shall upon surrender of such
certificate or certificates to AMT after the Effective Date, be entitled to
receive a stock certificate or certificates representing the appropriate number
of shares of AMT Common Stock as described in Section 1.4 above. Until actually
surrendered, each such GOLD certificate shall, by virtue of the Merger, be
deemed for all purposes to evidence ownership of the appropriate number of
shares of AMT Common Stock.
1.6 If any certificate representing an AMT 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 AMT or its transfer agent any
transfer or other taxes required by reason of the issuance of certificates
representing a AMT security in a name other than that of the registered holder
of the certificate surrendered, or establish to the satisfaction of AMT or its
transfer agent that such tax has been paid or is not applicable.
Section 2
Effective Date
2.1 These Articles shall be submitted to the shareholders entitled to vote
thereon of GOLD as provided by the applicable laws of the State of Nevada. 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 State of Nevada.
2.2 The Merger shall become effective upon the filing with the Secretary of
State of Nevada, 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 Xxxx Xxxxxxx Xxxx Boulevard, PMB 363, Xxxx Xxxxxxxxxx, 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.
Section 4
Amendment. Termination and Counterpart Signatures
4.1 At any time prior to the filing of these Articles with the Secretary of
State of Nevada, these Articles may be amended by the Boards of Directors of the
Surviving Corporation and GOLD, 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 Nevada, these Articles may be terminated and abandoned by the Board of
Directors of either the Surviving Corporation or GOLD, notwithstanding favorable
action on the Merger by the shareholders of GOLD.
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 GOLD 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 Nevada
Agency and Trust Company as its agent to accept service of process in any such
suit or other proceedings.
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 March 26, 2002.
Advanced Medical Technologies, Inc.
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Xxxxxx Xxxxxxx, President/Secretary
Approved by its Board of Directors and by its shareholders by written
consent dated March 26, 2002.
Gold Entertainment Group, Inc.
By: /s/ Xxxxx Xxxxxxx Fytton
-----------------------------------
Xxxxx Xxxxxxx Fytton, President/Secretary
CERTIFICATE OF APPROVAL OF STOCK
EXCHANGE AND MERGER AGREEMENT
The undersigned certifies that:
1. The undersigned is the President/Secretary of Advanced Medical
Technologies, Inc. ("AMT"), 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 26, 2002. Shareholder approval was not required.
3. There is only one class of outstanding shares and the number of shares
outstanding is 1,161,892 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.
Advanced Medical Technologies, Inc.
Date: April 4, 2002 By: /s/ Xxxxxx Xxxxxxx
----------------------------------
Xxxxxx Xxxxxxx, President/Secretary
ACKNOWLEDGMENT
STATE OF FLORIDA )
) ss
COUNTY OF BROWARD )
The foregoing instrument was acknowledged before me this 4th day of
April, 2002, by Xxxxxx Xxxxxxx, President/Secretary of Advanced Medical
Technologies, Inc., a Nevada corporation, on behalf of the corporation, as
signer of that certain Stock Exchange and Merger Agreement between Advanced
Medical Technologies, Inc., and Gold Entertainment Group, 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 Florida D/L as identification.
/s/ Xxxx Xxxxxx
-----------------------------
NOTARY PUBLIC
CERTIFICATE PURSUANT TO SECTION 7(d) OF STOCK EXCHANGE
AND MERGER AGREEMENT DATED MARCH 26, 2002
Xxxxxx Xxxxxxx, President/Secretary of Advanced Medical Technologies, Inc.
("AMT") does hereby certify as of the date hereof the following:
1. The representations and warranties by AMT as set forth in Section 3 of the
Stock Exchange and Merger Agreement dated March 26, 2002 (the "Agreement")
are true and correct as of the date hereof, and any statement, list,
certificate or other written information furnished by AMT 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. AMT has performed and complied with all agreements and conditions required
by the Agreement.
3. None of the shareholders of AMT 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 4th day
of April, 2002.
Advanced Medical Technologies, Inc.
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Xxxxxx Xxxxxxx, President/Secretary
CERTIFICATE OF APPROVAL OF STOCK
EXCHANGE AND MERGER AGREEMENT
The undersigned certifies that:
1. The undersigned is the President/Secretary of Gold Entertainment Group,
Inc. ("GOLD"), 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 26, 2002. Shareholder approval was not required.
3. There is only one class of outstanding shares and the number of shares
outstanding is 5,250,000. 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: April 4, 2002 Gold Entertainment Group, Inc.
By: /s/ Xxxxx Xxxxxxx Fytton
---------------------------------------
Xxxxx Xxxxxxx Fytton, President/Secretary
ACKNOWLEDGMENT
STATE OF FLORIDA )
)ss
COUNTY OF BROWARD )
The foregoing instrument was acknowledged before me this 4th day of April,
2002, by Xxxxx Xxxxxxx Fytton, President/Secretary of Gold Entertainment Group,
Inc., a Nevada corporation, on behalf of the corporation, as signer of that
certain Stock Exchange and Merger Agreement between Advanced Medical
Technologies, Inc., and Gold Entertainment Group, 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 Florida D/L as identification.
/s/ Xxxx Xxxxxx
----------------------------------
NOTARY PUBLIC
CERTIFICATE PURSUANT TO SECTION 7(d) OF STOCK EXCHANGE
AND MERGER AGREEMENT DATED MARCH 26, 2002
Xxxxx Xxxxxxx Fytton, President/Secretary of Gold Entertainment Group, Inc.
("GOLD"), a Nevada corporation, does hereby certify as of the date hereof the
following:
1. The representations and warranties by GOLD as set forth in Section 3 of the
Stock Exchange and Merger Agreement dated March 26, 2002 (the "Agreement")
are true and correct as of the date hereof, and any statement, list,
certificate or other written information furnished by GOLD 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. GOLD has performed and complied with all agreements and conditions required
by the Agreement.
3. None of the shareholders of GOLD 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 26th day of
March, 2002.
Date: April 4, 2002 Gold Entertainment Group, Inc.
By: /s/ Xxxxx Xxxxxxx Fytton
------------------------------------
Xxxxx Xxxxxxx Fytton, President/Secretary
