AGREEMENT AND PLAN OF MERGER
OF
SENESCO TECNHOLOGIES, INC.
(an Idaho corporation)
AND
SENESCO TECHNOLOGIES, INC.
(a Delaware corporation)
AGREEMENT AND PLAN OF MERGER (this "Plan of Merger") dated the 30th day of
September 1999 between Senesco Technologies, Inc., a Delaware corporation
("STI-Delaware"), and Senesco Technologies, Inc., an Idaho corporation
("STI-Idaho"), and approved and adopted by STI-Delaware by resolution of its
Board of Directors on September 30, 1999, and approved and adopted by STI-Idaho
by resolution of its Board of Directors on September 30, 1999 (the "Merger").
WITNESSETH:
WHEREAS, STI-Delaware is a corporation organized and existing under the
laws of the State of Delaware and was incorporated on September 29, 1999; and
WHEREAS, STI-Idaho is a corporation organized and existing under the laws
of the State of Idaho and was incorporated on April 1, 1964; and
WHEREAS, Section 30-1-1107 of the Idaho Business Corporation Act permits a
merger of a business corporation of the State of Idaho with and into a business
corporation of another jurisdiction; and
WHEREAS, Section 252 of the General Corporation Law of the State of
Delaware permits the merger of a business corporation of another jurisdiction
with and into a business corporation of the State of Delaware; and
WHEREAS, STI-Idaho and STI-Delaware and the respective Boards of Directors
thereof declare it advisable and to the advantage, welfare, and best interest of
said corporations and their respective stockholders to merge STI-Idaho with and
into STI-Delaware pursuant to the provisions of Section 30-1-1107 of the Idaho
Business Corporation Act and pursuant to the provisions of Section 252 of the
General Corporation Law of the State of Delaware upon the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and of the mutual
agreement of the parties hereto, being thereunto duly entered into by STI-Idaho
and approved by a resolution adopted by its Board of Directors and being
thereunto duly entered into by STI-Delaware and approved by a resolution adopted
by its Board of Directors, and intending to be legally bound, this Plan of
Merger and the terms and conditions hereof and the mode of carrying the same
into effect, together with any provisions required or permitted to be set forth
herein, are hereby determined and agreed upon as hereinafter in this Plan of
Merger set forth.
1. STI-Idaho and STI-Delaware shall pursuant to the provisions of the
Idaho Business Corporation Act and the provisions of the General Corporation Law
of the State of Delaware, be merged with and into a single corporation, to wit,
STI-Delaware, which shall be the Surviving Corporation from and after the
effective time 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 General
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Corporation Law of the State of Delaware. The separate existence of STI-Idaho,
which is sometimes hereinafter referred to as the "Terminating Corporation",
shall cease at said effective time in accordance with the provisions of the
Idaho Business Corporation Act.
2. The Certificate of Incorporation, as amended and restated, of
STI-Delaware, as now in force and effect, shall continue to be the Certificate
of Incorporation of said Surviving Corporation until further amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
3. The present By-Laws of STI-Delaware will be the By-Laws 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 General Corporation Law of the State of Delaware.
4. The directors and officers in office of STI-Delaware at the effective
time of the merger 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 By-Laws of the Surviving Corporation.
5. Upon the effective date of the Merger, the manner and basis of
converting the shares of STI-Idaho into shares of Surviving Corporation shall be
as follows: each issued share of the Terminating Corporation immediately prior
to the effective time and date of the merger shall, at the effective time and
date of the Merger, be converted into one share of the Surviving Corporation.
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6. This Plan of Merger herein made and approved shall be submitted to the
shareholders of the Terminating Corporation for their approval in the manner
prescribed by the provisions of the Idaho Business Corporation Act, and the
Merger of the Terminating Corporation with and into the Surviving Corporation
shall be authorized in the manner prescribed by the General Corporation Law of
the State of Delaware.
7. Neither of the Constituent Entities shall, prior to the effective date
of the Merger, engage in any activity or transaction, other than in the ordinary
course of business, except as contemplated by this Plan of Merger.
8. The Board of Directors of STI-Idaho or the Board of Directors of
STI-Delaware may, in its respective discretion, abandon this Merger without
further action or approval by the members or shareholders of the Constituent
Entities, at any time before the effective date of the Merger.
9. The Merger herein provided for shall be effective upon filing of a
certificate of merger with the Secretary of State of the State of Delaware.
10. This Plan of Merger shall be governed by and construed in accordance
with the laws of the State of Delaware.
11. This Plan of Merger may be executed in any number of counterparts, and
all such counterparts and copies shall be and constitute an original instrument.
**********
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement and Plan
of Merger to be duly executed, acknowledged and certified as of the date first
above written.
SENESCO TECHNOLOGIES, INC.
(a Delaware corporation)
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Chairman and Chief Executive
Officer
SENESCO TECHNOLOGIES, INC.
(an Idaho corporation)
By: /s/ Xxxxxxx X. Xxxxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Chairman and Chief
Operating Officer
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