Edgar Garside Co Inc – ACQUISITION AGREEMENT AND PLAN OF MERGER (April 4th, 2000)
ACQUISITION AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 3, 2000 BETWEEN SCAC HOLDINGS, INC. AND EDGAR GARSIDE CO. INC. TABLE OF CONTENTS ARTICLE 1. The Merger Section 1.1. The Merger Section 1.2. Effective Time Section 1.3. Closing of the Merger Section 1.4. Effects of the Merger Section 1.5. Board of Directors and Officers of SCAH Section 1.6. Conversion of Shares Section 1.7. Exchange of Certificates Section 1.8. Taking of Necessary Action; Further Action ARTICLE 2. Representations and Warranties of SCAH Section 2.1. Organization and Qualification Section 2.2.
Edgar Garside Co Inc – CERTIFICATE OF MERGER (April 4th, 2000)
CERTIFICATE OF MERGER OF SCAC HOLDINGS CORP. a Nevada corporation and EDGAR-GARSIDE CO., INC. a Nevada corporation The undersigned corporations, SCAC HOLDINGS CORP., a Nevada corporation ("SCAC"), and EDGAR-GARSIDE CO., INC., a Nevada corporation ("EGCI"), do hereby certify: 1. SCAC is a corporation duly organized and validly existing under the laws of the State of Nevada. Articles of Incorporation were originally filed on November 13, 1986. 2. EGCI is a corporation duly organized and validly existing under the laws of the State of Nevada. Articles of Incorporation were originally filed on March 31, 1987. 3. SCAC and EGCI are parties to a Merger Agreement, as amended, pursuant to which EGCI will be merged with and into SCAC. Upon completion of the mer