ARTICLES OF MERGER
OF
SENTO ACQUISITION, INC.
(A Utah Corporation)
WITH AND INTO
ASTRON INCORPORATED
(A Utah Corporation)
THESE ARTICLES OF MERGER (these "Articles of Merger") are executed and
entered into as of this 31st day of December, 1997, by and between Astron
Incorporated, a Utah corporation (hereinafter referred to as "Astron" or the
"Surviving Corporation") and Sento Acquisition, Inc., a Utah corporation
(hereinafter referred to as "Sento Acquisition").
WITNESSETH:
I. PLAN OF MERGER
Pursuant to these Articles of Merger, it is intended and agreed that Sento
Acquisition will be merged with and into Astron and that Astron shall be the
Surviving Corporation with the name of Astron Incorporated, as provided below
(the "Merger"). The terms, conditions, and understandings of the Merger are
set forth in the Plan of Merger between Sento Technical Innovations
Corporation, a Utah corporation, Astron and Sento Acquisition dated as of
December 31, 1997, a copy of which is attached hereto as Exhibit A and
incorporated herein by this reference (the "Plan of Merger").
II. ARTICLES OF INCORPORATION AND BYLAWS
On the Effective Date, the articles of incorporation and bylaws of Sento
Acquisition shall be the articles of incorporation and bylaws of the Surviving
Corporation.
III. NAME OF SURVIVING CORPORATION
The name of the Surviving Corporation, which will continue in existence
after the merger, shall remain Astron Incorporated.
IV. AUTHORIZED AND OUTSTANDING SHARES OF SENTO ACQUISITION
Sento Acquisition is authorized to issue 1,000 shares of common stock, no
par value, of which 1,000 shares are issued and outstanding as of the date
hereof.
V. AUTHORIZED AND OUTSTANDING SHARES OF ASTRON
Astron is authorized to issue 100,000 shares of voting common stock, no
par value, of which 50,000 shares are issued and outstanding as of the date
hereof.
VI. APPROVAL BY SHAREHOLDER OF SENTO ACQUISITION
All of the 1,000 shares of voting common stock of Sento Acquisition issued
and outstanding were voted in favor of entering into the Plan of Merger in
accordance with the provisions of the Utah Revised Business Corporations Act.
Such shares were voted as a class; no shares of any other class of stock were
issued and outstanding and entitled to vote thereon.
VII. APPROVAL BY SHAREHOLDER OF ASTRON
All of the 50,000 shares of voting common stock of Astron issued and
outstanding were voted in favor of entering into the Plan of Merger, all in
accordance with the provisions of the Utah Revised Business Corporations Act.
Such shares were voted as a class; no shares of any other class of stock were
issued or entitled to vote thereon.
VIII. EFFECTIVE DATE OF MERGER
The merger shall be effective upon the Effective Date (as defined in the
Plan of Merger).
IN WITNESS WHEREOF, the undersigned corporations, acting by their
respective officers have executed these Articles of Merger as of the date first
above written.
ASTRON INCORPORATED,
a Utah corporation
By: \S\ Xxxxxx X. Bench
Name: Xxxxxx X. Bench
Title: Chief Financial Officer
SENTO ACQUISITION, INC.,
a Utah corporation
By: \S\ Xxx Xxxxx
Name: Xxx Xxxxx
Title: President
PLAN OF MERGER
THIS PLAN OF MERGER (this "Plan") dated as of the 31st day of December,
1997, is entered into by and among Sento Technical Innovations Corporation, a
Utah corporation ("Sento"), Astron Incorporated, a Utah corporation ("Astron"),
and Sento Acquisition, Inc., a Utah corporation, which is a wholly-owned
subsidiary of Sento ("Sento Acquisition"). (Astron and Sento Acquisition are
sometimes referred to hereinafter, collectively, as the "Constituent
Corporations.")
Recitals
WHEREAS, Sento Acquisition is a corporation duly organized and existing
under the laws of the State of Utah, having an authorized capital of 1,000
shares of common stock, no par value per share (the "Common Stock of Sento
Acquisition"), of which 1,000 shares are issued and outstanding as of the date
hereof; and
WHEREAS, Astron is a corporation duly organized and existing under the
laws of the State of Utah, having an authorized capital of 100,000 shares of
voting common stock, no par value (the "Common Stock of Astron"), of which
50,000 shares are issued and outstanding as of the date hereof; and
WHEREAS, Astron, Astron's sole shareholder (the "Astron Shareholder"),
Sento Acquisition and Sento have entered into an Acquisition Agreement, dated
as of November 19, 1997, as amended by that certain Amendment to Acquisition
Agreement, dated as of December 31, 1997, among Astron, the Astron Shareholder,
Sento Acquisition and Sento (the "Acquisition Agreement") setting forth certain
representations, warranties, covenants, agreements and conditions in connection
with the proposed merger of Sento Acquisition with and into Astron, with Astron
as the Surviving Corporation, all as authorized by the statutes of the State of
Utah (the "Merger"); and
WHEREAS, the respective boards of directors of Sento and the Constituent
Corporations have each duly approved this Plan providing for the Merger on the
terms and subject to the conditions set forth herein; and
WHEREAS, Sento owns all the issued and outstanding voting stock of Sento
Acquisition;
Agreement
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, and for the purpose of setting forth the terms
and conditions of the Merger and the manner and basis of causing the shares of
Astron to be converted into shares of Sento common stock, par value $.25 per
share (the "Shares"), and such other provisions as are deemed necessary or
desirable, the parties hereto have agreed and do hereby agree, subject to the
approval and adoption of this Plan by the requisite vote of the stockholders of
each Constituent Corporation, and subject to the conditions hereinafter set
forth, as follows:
Article I
Merger and Name of Surviving Corporation
On the Effective Date (as defined below), Astron and Sento Acquisition
shall cease to exist separately and Sento Acquisition shall be merged with and
into Astron, which is hereby designated as the "Surviving Corporation," the
name of which on and after the Effective Date shall remain "Astron
Incorporated."
Article II
Terms and Conditions of Merger
The terms and conditions of the Merger (in addition to those set forth
elsewhere in this Plan) are as follows:
(a) On the Effective Date:
(1) Sento Acquisition shall be merged into Astron to form a
single corporation, and Astron shall be designated as the
Surviving Corporation.
(2) The separate existence of Sento Acquisition shall cease.
(3) The Surviving Corporation shall have all the rights,
privileges, immunities, and powers and shall be subject to
all duties and liabilities of a corporation incorporated
under the laws of the State of Utah.
(4) The Surviving Corporation shall thereupon and thereafter
possess all the rights, privileges, immunities, and
franchises, of a public as well as of a private nature, of
each of the Constituent Corporations; all property, real,
personal, and mixed, and all debts due of whatever account,
including subscriptions to shares, and all other choses in
action, and all and every other interest, of or belonging
to or due to each of the Constituent Corporations, shall be
taken and deemed to be transferred to and vested in the
Surviving Corporation without further act or deed; the
title to any real estate, or any interest therein, vested
in either Constituent Corporation shall not revert or be in
any way impaired by reason of the Merger; the Surviving
Corporation shall thenceforth be responsible and liable for
all the liabilities and obligations of each of the
Constituent Corporations; any claim existing or action or
proceeding pending by or against either of such Constituent
Corporations may be prosecuted as if the Merger had not
taken place, or the Surviving Corporation may be
substituted in place of the Constituent Corporations; and
neither the rights of creditors nor any liens on the
property of either of the Constituent Corporations shall be
impaired by the Merger.
(b) On the Effective Date, the board of directors of the Surviving
Corporation shall consist of the members of the board of
directors of Sento Acquisition immediately prior to the Merger,
to serve thereafter in accordance with the Bylaws of the
Surviving Corporation and until their respective successors
shall have been duly elected and qualified in accordance with
such Bylaws and the laws of the State of Utah.
(c) On the Effective Date, the officers of the Surviving Corporation
shall be the officers of Sento Acquisition immediately prior to
the Merger, with such officers to serve thereafter in accordance
with the Bylaws of the Surviving Corporation and until their
respective successors shall have been duly elected and qualified
in accordance with such Bylaws and the laws of the State of
Utah.
Article III
Manner and Basis of Converting Shares
The manner and basis of converting shares of the common stock of the
Constituent Corporations and the mode of carrying the Merger into effect are as
follows:
(a) Each share of Common Stock of Astron outstanding on the
Effective Date shall, without any action on the part of the
holder thereof, be converted into the right to receive Three and
60/100 (3.60) Shares which shall, on such conversion, be validly
issued and outstanding, fully paid and nonassessable, and shall
not be liable to any further call, nor shall the holder thereof
be liable for any further payments with respect thereto. After
the Effective Date, each holder of an outstanding certificate
which prior thereto represented shares of Common Stock of Astron
shall be entitled, on surrender thereof to Sento, to receive in
exchange therefor a certificate or certificates representing the
number of whole Shares into which the shares of Common Stock of
Astron so surrendered shall be converted as aforesaid. Until so
surrendered, each such outstanding certificate (which prior to
the Effective Date represented shares of Common Stock of Astron)
shall for all purposes evidence the ownership of the Shares into
which such shares of Common Stock of Sento shall have been
converted; PROVIDED, that dividends or other distributions which
are payable in respect of Shares into which shares of Common
Stock of Astron shall have been converted shall be set aside by
Sento and shall not be paid to any holder of certificates
representing such shares of Common Stock of Astron until such
certificates shall have been surrendered in exchange for
certificates representing the Shares. On such surrender, each
holder that so surrenders such shares of Astron Common Stock
shall be entitled to receive such dividends or other
distributions without interest. Sento shall not issue any
fractional interest in any Shares in connection with the
aforesaid conversion, and the aggregate number of Shares that
each holder of shares of Common Stock of Astron shall be
entitled to receive shall be rounded to the nearest whole number
in the event of fractions (with 0.5 being rounded up); PROVIDED,
FURTHER, that the number of Shares which the Astron Shareholder
shall be required to deposit with Parr, Waddoups, Xxxxx, Xxx &
Xxxxxxxx, as escrow agent (the "Escrow Agent") pursuant to that
certain Escrow Agreement, dated December 31, 1997, among the Astron
Shareholder, Sento and the Escrow Agent (the "Escrow Agreement")
shall be withheld by Sento and issued to the Escrow Agent, to be
later released to the Astron Shareholder pursuant to and in
accordance with the Escrow Agreement and to the extent such
Shares have not been made subject to claims of Sento against the
Company and/or the Astron Shareholder pursuant to and in
accordance with the Acquisition Agreement and the Escrow
Agreement.
(b) All Shares into which shares of the Common Stock of Astron shall
have been converted pursuant to this Article III shall be issued
in full satisfaction of all rights pertaining to the shares of
Common Stock of Astron, as applicable, and all shares of Common
Stock of Astron shall be canceled.
(c) If any certificate for Shares is to be reissued in a name other
than that in which the certificate surrendered in exchange
therefor is registered, it shall be a condition of the issuance
thereof that the certificate so surrendered shall be properly
endorsed and otherwise in proper form for transfer and that the
transfer be in compliance with applicable federal and state
securities laws.
(d) On the Effective Date, the issued and outstanding shares of
Common Stock of Sento Acquisition shall automatically be
converted into 1,000 shares of the Surviving Corporation's
common stock, no par value.
Article IV
Certificate of Incorporation and Bylaws
1. The Articles of Incorporation of Sento Acquisition shall, on the
Effective Date, be and constitute the Articles of Incorporation of the
Surviving Corporation until amended in the manner provided by law.
1. The Bylaws of Sento Acquisition shall, on the Effective Date, be and
constitute the Bylaws of the Surviving Corporation until amended in the manner
provided by law.
Article V
Shareholder Approval
This Plan shall be submitted to the stockholders of each of the
Constituent Corporations as provided by the laws of the State of Utah. After
the approval or adoption thereof by the stockholders of each Constituent
Corporation in accordance with the requirements of the applicable laws, all
required documents shall be executed, filed, and recorded, and all required
acts shall be done in order to accomplish the Merger under the provisions of
the laws of the State of Utah, subject to the terms of the Acquisition
Agreement.
Article VI
Approval and Effective Date of the Merger;
Miscellaneous Matters
1. The Merger shall become effective when all the following actions
shall have been taken:
(a) This Plan shall be authorized, adopted, and approved by and on
behalf of each Constituent Corporation in accordance with the
laws of the State of Utah; and
(b) This Plan, or Articles of Merger in the form required, executed
and verified in accordance with the laws of the State of Utah,
shall be filed with the Utah Department of Commerce, Division of
Corporations and Commercial Code.
The date on which such actions are completed and the Merger is effected is
herein referred to as the "Effective Date."
1. If at any time the Surviving Corporation shall deem or be advised
that any further grants, assignments, confirmations, or assurances are
necessary or desirable to vest, perfect, or confirm title in the Surviving
Corporation, of record or otherwise, to any property of Sento Acquisition
acquired or to be acquired by, or as a result of, the Merger, the officers and
directors of Sento Acquisition or any of them shall be severally and fully
authorized to execute and deliver any and all such deeds, assignments,
confirmations, and assurances and to do all things necessary or proper so as to
best prove, confirm, and ratify title to such property in the Surviving
Corporation and otherwise carry out the purposes of the Merger and the terms of
this Plan.
1. For the convenience of the parties and to facilitate the filing and
recording of this Plan, any number of counterparts hereof may be executed, each
such counterpart shall be deemed to be an original instrument, and all such
counterparts together shall be considered one instrument.
1. This Plan shall be governed by and construed in accordance with the
laws of the State of Utah.
1. This Plan cannot be altered or amended, except pursuant to an
instrument in writing signed on behalf of the parties hereto.
The foregoing Plan of Merger, having been approved by the board of
directors of Sento and each Constituent Corporation, and having been adopted
separately by the stockholders of each Constituent Corporation thereto in
accordance with the laws of the State of Utah, an authorized officer of each of
Sento, Astron and Sento Acquisition do hereby execute this Plan of Merger as of
the date first above written, declaring and certifying that this is our act and
deed and the facts herein stated are true.
SENTO TECHNICAL INNOVATIONS CORPORATION, a Utah
corporation
By: \S\ Xxxxxx X. Bench
Name: Xxxxxx X. Bench
Title: Chief Financial Officer
ASTRON INCORPORATED,
a Utah corporation
By: \S\ Xxx Xxxxx
Name: Xxx Xxxxx
Title: President
SENTO ACQUISITION, INC.,
a Utah corporation
By: \S\ Xxxxxx X. Bench
Name: Xxxxxx X. Bench
Title: Chief Financial Officer
