EXHIBIT 3.2
STATE OF DELAWARE
AGREEMENT OF MERGER
AGREEMENT OF MERGER BETWEEN
WATER SCIENCE TECHNOLOGIES, INC.,
A DELAWARE DOMESTIC CORPORATION
AND
WATER SCIENCE TECHNOLOGIES, INC.,
AN ARIZONA CORPORATION
This Plan and Agreement of Merger made and entered into on the 10th day of
August, 2005, by and between Water Science Technologies, Inc., a Delaware
Corporation, and Water Science Technologies, Inc., an Arizona Corporation.
W i t n e s s e t h :
WHEREAS, Water Science Technologies, Inc., the Delaware Corporation is a
Corporation organized and existing under the laws of the State of Delaware, its
Certificate of Incorporation having been filed in the Office of the Secretary of
State of the State of Delaware on July 28, 2005; and
WHEREAS, Water Science Technologies, Inc., the Arizona Corporation is a
corporation organized and existing under the laws of the State of Arizona, its
Certificate of Incorporation having been filed in the Office of the Secretary of
State of the State of Arizona on February 12, 1991; and
WHEREAS, the number of shares which the Arizona Corporation has authority
to issue is 100,000 shares of Common Stock, at par value $1.00; and
WHEREAS, the Board of Directors of each of the constituent corporations
deems it advisable that the Arizona Corporation be merged into the Delaware
Corporation on the terms and conditions hereinafter set forth, in accordance
with the applicable provisions of the statutes of the States of Delaware and
Arizona respectively, which permit such merger,
NOW, THEREFORE, in consideration of the premises and of the agreements,
covenants and provisions hereinafter contained, the Delaware Corporation and the
Arizona Corporation, by their respective Boards of Directors, have agreed and do
hereby agree, each with the other as follows:
ARTICLE I
The Arizona Corporation and the Delaware Corporation shall be merged into a
single corporation, in accordance with applicable provisions of the laws of the
State of Arizona and the State of Delaware, by the Arizona Corporation merging
into the Delaware Corporation, which shall be the surviving corporation.
ARTICLE II
Upon the merger becoming effective as provided in the applicable laws of
the State of Arizona and of the State of Delaware (the time when the merger
shall so become effective being sometimes herein referred to as the "EFFECTIVE
DATE OF THE MERGER"):
The two Constituent Corporations shall be a single corporation, which
shall be Water Science Technologies, Inc., the Delaware Corporation, as the
Surviving Corporation, and the separate existence of Water Science Technologies,
Inc. shall cease except to the extent provided by the laws of the State of
Arizona in the case of a corporation after its merger into another corporation.
ARTICLE III
The Certificate of Incorporation of Water Science Technologies, Inc., the
Delaware Corporation, shall be amended by changing the Article thereof numbered
"FIRST" so that, as amended, said Article shall be and read as follows:
FIRST: The name of this corporation shall be: Aquacell Water, Inc.
ARTICLE IV
The manner of converting the outstanding shares of each of the constituent
corporations shall be as follows:
Each issued and outstanding share of Common Stock of the Arizona
Corporation will be exchanged for one thousand (1,000) shares of
Common Stock, par value $.001, of the Delaware Corporation.
ARTICLE V
The Surviving Corporation agrees that it may be served with process in the
State of Delaware in any proceeding for enforcement of any obligation of any
constituent corporation of Delaware, as well as for enforcement of any
obligation of the surviving corporation arising from this merger, including any
suit or other proceeding to enforce the rights of any stockholders as determined
in appraisal proceedings pursuant to the provisions of Section 262 of the
Delaware General Corporation laws, and irrevocably appoints the Secretary of
State of Delaware as its agent to accept service of process in any such suit or
proceeding. The Secretary of State shall mail any such process to the Surviving
Corporation at Aquacell Water, Inc., 00000 Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxxxxx,
Xxxxxxxxxx 00000.
IN WITNESS WHEREOF, the Arizona Corporation and the Delaware Corporation,
pursuant to the approval and authority duly given by resolutions adopted by
their respective Boards of Directors have caused this Plan and Agreement of
Merger to be executed by an authorized officer of each party thereto.
Water Science Technologies, Inc., a Delaware Corporation
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
Water Science Technologies, Inc., an Arizona Corporation
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, President
Secretary's Certificate
I, Xxxxx X. Xxxxxxxx, Secretary of Water Science Technologies, Inc., a
corporation organized and existing under the laws of the State of Arizona,
hereby certify, as such Secretary of the said corporation, that the Agreement of
Merger to which this certificate is attached, after having been first duly
signed on behalf of said corporation by an authorized officer of Water Science
Technologies, Inc., a corporation of the State of Arizona, was duly submitted to
the sole stockholder of said Water Science Technologies, Inc., at a special
meeting, upon waiver of notice, signed by the sole stockholder, for the purpose
of considering and taking action upon said Agreement of Merger, that 1,991
shares of stock of said corporation were on said date issued and outstanding and
that the holder of 1,991 shares voted in favor of said Agreement of Merger and
the said affirmative vote representing 100% of the total number of shares of the
outstanding capital stock of said corporation, and that thereby the Agreement of
Merger was at said meeting duly adopted as the act of the stockholder of said
Water Science Technologies, Inc., and the duly adopted agreement of said
corporation.
WITNESS my hand on behalf of said Water Science Technologies, Inc. on this
10th day of August, 2005.
Water Science Technologies, Inc., an Arizona Corporation
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, Secretary
