REFERENCE 3.4
PLAN OF MERGER
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PLAN OF MERGER
This Plan of Merger, dated this 30th day of April, 1998 made by and between
NALBANDO ENTERPRISES, INC. party of the first part, a corporation organized and
existing under and by virtue of the laws of the state of Nevada, and NOVA
PHARMACEUTICAL, INC., party of the second part, a corporation organized and
existing under and by virtue of the laws of the state of Nevada.
Witnesseth that:
Whereas the board of directors of each of said corporations, parties hereto, in
consideration of the mutual agreements of each corporation as set forth herein,
do deem it advisable and generally to the welfare of said corporations and their
respective stockholders, that NALBANDO ENTERPRISES, INC., the party of the first
part, merge into itself NOVA PHARMACEUTICAL, INC., party of the second part, and
that NOVA PHARMACEUTICAL, INC., party of the second part should be merged into
NALBANDO ENTERPRISES, INC., the party of the first part, as authorized by the
statutes of the state of Nevada, under and pursuant to the terms and conditions
hereinafter set forth; and
Whereas said NALBANDO ENTERPRISES, INC., the party of the first part, by its
articles iv incorporation which were filed in the office of the secretary of
state of Nevada on February 6, 1998, has authorized capital stock consisting of
25,000,000 shares of common stock, of the par value of one-tenth of one cent
($.001) each, amounting in the aggregate to twenty-five thousand dollars
($25,000), of which capital stock one million four hundred thousand (1,400,000)
shares of such common stock are now issued and outstanding.
Whereas said NOVA PHARMACEUTICAL, INC, the party of the second part, by its
articles of incorporation which were filed in the office of the secretary of
state of Nevada on January 8th of 1998, has authorized capital stock consisting
of 25,00,000 shares of common stock of one tenth of one cent ($.001) par value,
and 2,500,000 shares of preferred stock of one cent ($.01) par value, of which
capital stock two million five hundred thousand (2,500,000) share of common
stock and no shares of preferred stock are now issued and outstanding; and
Whereas, the principal office of said NALBANDO ENTERPRISES, INC., party of the
first part, is located at 0000 Xxxxxxx Xxxx #000, Xxxxxxxxxx, Xxxxxxxx 00000,xxx
the name and address of its resident agent is Xxxxxx Wierdlow, 0000 Xxxxxxxx
Xx., Xxxxxxx Xxxx, Xxxxxx, 00000; and the principal office of NOVA
PHARMACEUTICAL, INC, party of the second part, is located at 00000 Xxxxxx Xxxxx,
Xxxx Xxxxxxxx, Xxxxxxxxxx, 00000, and the name and address of its registered
agent is Rite, Inc.,1905 X. Xxxxxxx Xxx. Xxx Xxxxx, Xxxxxx, 00000.
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Now, therefore, the corporations, parties to this agreement, by and between
their respective boards of directors, in consideration of the mutual covenants,
agreements and provisions hereinafter contained have agreed and do hereby agree
each with the other that NALBANDO ENTERPRISES, INC., party of the first part,
merge into itself NOVA PHARMACEUTICAL, INC., and likewise NOVA PHARMACEUTICAL,
INC., party of the second part, shall be merged into NALBANDO ENTERPRISES, INC.,
party of the first part, pursuant to NRS 92A.100, 92A.120, 92A.200, and do
hereby agree upon and prescribe the terms and conditions of said merger and of
carrying the same into effect as follows:
(1) First: NALBANDO ENTERPRISES, INC., party of the first part, hereby merges
itself into NOVA PHARMACEUTICAL, INC., party of the second part, and likewise
said NOVA PHARMACEUTICAL, INC., party of the second part, shall be and hereby is
merged into NALBANDO ENTERPRISES, INC., party of the first part, which shall be
the surviving corporation, hereinafter usually referred to as "THE CORPORATION."
(2) Second: The facts required to be set forth in he Articles of Merger of a
corporation incorporated under the laws of the state of Nevada, which can be
stated in the case of the merger provided for in this agreement, are as follows:
(1) The name and jurisdiction of organization of each constituent entity; (2)
That a plan of merger or exchange has been adopted by each constituent
entity;
(3) If approval of the owners of the parent was not required, a statement
to that effect;
(4) If approval of the owners of one or more constituent entities was
required, a statement that:
(a) The plan was approved by the unanimous consent of the owners; or (b) A plan
was submitted to the owners pursuant to this chapter including: (1) The
designation, percentage of total vote or number of votes entitled
to vote separately on the plan; and
(2) Either the total number of votes or percentage of owners of each class
of interests entitled to vote separately on the plan or the
total number of undisputed votes or undisputed total
percentage of owner's interests cast for the plan separately
by the owners of each class, and the number of votes or
percentage of owner's interests cast for the plan by the
owners of each class of interests was sufficient for approval
by the owners of that class;
(3) In the case of a merger, the amendment to the articles of
incorporation, articles of organization or certificate of
limited partnership of the surviving entity; and
(4) If the entire plan of merger or exchange is not set forth, a statement
that the complete executed plan of merger or plan of exchange
is on file at the registered office if a corporation or
limited-liability company, office described in paragraph (a)
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of Subsection 1 of NRS 88.330 if a limited partnership,
principal place of business if a general partnership, or
other place of business of the surviving entity or the
acquiring entity, respectively.
(3) Third: The manner of converting the outstanding shares of the capital stock
of each of the constituent corporations into the shares of the other
securities of the corporation shall be as follows:
Forthwith upon the filing of the Certificate of Merger as required by law:
(a) Each share of common stock of said NOVA PHARMACEUTICAL, INC., shall be
converted into four (4) shares of the common stock of the
CORPORATION, and each holder of shares of the common stock of said
NOVA PHARMACEUTICAL, INC., upon the surrender to THE CORPORATION of
one or more certificates of such shares for cancellation, shall be
entitled to receive one or more certificates for the number of
shares represented by the certificates so surrendered for
cancellation by such holder multiplied by four (4).
(b) There will be no conversion of the common stock of NALBANDO
ENTERPRISES, INC. The shares issued and outstanding shall remain
issued and outstanding.
(4) Fourth: The terms and conditions of the merger are as follows:
(A) ARTICLES OF INCORPORATION
Until altered, amended or repealed, as therein provided, the Articles of
Incorporation of NALBANDO ENTERPRISES, INC., party of the first part, as in
effect at the date of this agreement, shall be the Articles of Incorporation
of THE CORPORATION, except that said Article First of NALBANDO ENTERPRISES,
INC.'S Articles of Incorporation shall be amended upon the effective date to
read in it's entirety as follows:
FIRST: The name of this corporation shall be
:
NOVA PHARMACEUTICAL, INC
As so amended, the Amended Articles of Incorporation of NALBANDO
ENTERPRISES, INC. shall be the Articles of Incorporation of THE CORPORATION
after the effective date, and thereafter may be amended in accordance with
its terms as provided by law.
(B) BYLAWS
Until altered, amended, or repealed, as therein provided, the bylaws of
NALBANDO ENTERPRISES, INC., party of the first part, as in effect at the date
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of this agreement, shall be the bylaws of THE CORPORATION, except that Article
3 section 2 of the Bylaws shall be amended as follows:
SECTION 2. NUMBER AND TERM. The number of directors shall be four. The
directors shall be elected to serve until his successor shall be elected and
qualify. The number of directors may be increased at any time pursuant to
Article 3 section 2 of these Bylaws.
(C) DIRECTORS.
The directors shall be: Xxxxx Xxxx, Xxxxx Xxxxx, Xxxx Xxxxxxx, and Xx.
Xxxxxx Xxxxxxx.
(D) OFFICERS
The officers of THE CORPORATION shall be a President/CEO, Vice President, and
a Secretary/Treasurer, and the names and places of residence of the officers
of THE CORPORATION, who shall hold such offices as are set before their names
from and after the date when this agreement shall become effective and until
the first meeting of the board of directors to be held thereafter, are as
follows:
Office Name Address
President & CEO Xxxxx Xxxx 00000 Xxxxxx Xx. , Xxx. 0X
Xxxx Xxxxxxxx, Xx 00000
Vice President Xxxxx Xxxxx 00000 Xxxxxx Xx. Xxx 0X
Xxxx Xxxxxxxx, Xx 00000
Secretary Xxxxx Xxxxx 00000 Xxxxxx Xx. Xxx 0X
Xxxx Xxxxxxxx, Xx 00000
Treasurer Xxxxx Xxxx 00000 Xxxxxx Xx. Xxx. 0X
Xxxx Xxxxxxxx, Xx 00000
(E) REGULAR MEETING
The first regular meeting of the board of directors of THE CORPORATION to be
held after the date when this agreement shall become effective, may be called
or may convene in the manner provided in the bylaws of THE CORPORATION and may
be held at the time and place specified in the notice of the meeting.
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(F) EFFECTIVE DATE
The "effective date" of this merger agreement to be effected pursuant to the
provisions hereof shall, for all of the purposes herein, be and be deemed to
be the date when the Articles of Merger duly signed and acknowledged, shall
have been filed and recorded as required by the laws of the state of Nevada.
(G) EXPNSES
THE CORPORATION shall pay all expenses of carrying this Plan of Merger into
effect and of accomplishing the merger.
(H) EFFECT OF MERGER
Upon the date when this agreement shall become effective, the separate existence
of NOVA PHARMACEUTICAL, INC. shall cease, and NOVA PHARMACEUTICAL, INC. shall be
merged into NALBANDO ENTERPRISES, INC., the surviving corporation in accordance
with the provisions of this agreement, which corporation shall possess all the
rights, privileges, powers and franchises as well of a public as of a private
nature and be subject to all the restrictions, disabilities, and duties of each
of the corporations, parties to this agreement, and all and singular, the
rights, privileges, powers and franchises of each of said corporations, and all
property, real, personal and mixed, and all debts due to each of such
corporations shall be vested in the surviving corporation; and all property,
right and privileges, powers and franchises and all and every other interest
shall be thereafter as effectually the property of the surviving corporation as
they were of the respective constituent corporations, and the title to any real
estate, whether by deed or otherwise, vested in any of said corporations,
parties hereto, shall not revert or be in any way impaired by reason of this
merger, provided that all rights of creditors and all liens upon the property of
any of said corporations, parties hereto, shall be preserved unimpaired, and all
debts, liabilities and duties of NOVA PHARMACEUTICAL, INC., party of the second
part, shall thenceforth attach to the said surviving corporation and may be
enforced against it to the same extent as if said debts, liabilities and duties
had been incurred or contracted by it.
If at any time THE CORPORATION shall consider or be advised that any further
assignments or assurances in law or any things are necessary or desirable to
vest in said corporation, according to the terms hereof, the title to any
property or rights of said NOVA PHARMACEUTICAL, INC., party of the second part,
the proper officers and directors of said corporation shall and will execute and
make all such proper assignments and assurances and do all thins necessary or
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proper to vest title in such property or rights in THE CORPORATION, and
otherwise to carry out the purposes of this Plan of Merger.
The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Plan of Merger which may be contained in the
articles of incorporation of a corporation organized under the Corporation Law
of Nevada, in the manner now or hereafter prescribed by said Corporation Law,
and all rights conferred upon stockholders herein are granted subject to this
reservation.
(H) STOCK EXCHANGE LISTING
The CORPORATION will strive toward listing on the Electronic Bulletin Board
and THE CORPORATION shall make all reasonable efforts to maintain such
listing once it is achieved.
(J) EMPLOYMENT CONTRACTS/AGREEMENTS
Any and all employment contracts or agreements with THE CORPORATION shall be
attached as Exhibit B to this document.
(K) CONDUCT OF BUSINESS PENDING MERGER
Both Surviving and Non-Surviving Corporation shall conduct their business in the
ordinary and usual course, and there shall be no material changes in the conduct
of their operations.
Neither Non-Surviving Corporation nor Surviving Corporation shall sell, pledge,
or issue or agree to sell, pledge or issue any stock owned by it, or amend its
Articles of Incorporation or By-Laws, or split, combine, or reclassify the
outstanding Stock, or pay dividends.
(L) REPRESENTATIONS AND WARRANTIES
Surviving Corporation, NALBANDO ENTERPRISES, INC., represents warrants to the
Non-Surviving corporation, NOVA PHARMACEUTICAL, INC., as follows:
(1) All filings required of NALBANDO ENTERPRISES, INC. are current and up
to date. None of the information supplied therein contains any untrue
statement of a material fact or omits to make any statement of
material fact necessary to make the statements therein not misleading.
Non-Surviving Corporation, NOVA PHARMACEUTICAL, INC. represents and
warrants to the acquiring corporation NALBANDO ENTERPRISES, INC. as
follows:
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(2) All filings required of NOVA PHARMACEUTICAL, INC. are current and up to
date. All information supplied to NALBANDO ENTERPRISES, INC. in
the Business Plan and Proforma and otherwise is accurate and
reliable information. None of the information supplied contains
any untrue statement of material fact or omits to make any
statement of material fact necessary to make the statements therein
not misleading.
(m) REMEDIES FOR BREACH
Surviving Corporation, NALBANDO ENTERPRISES, INC., and the Non Surviving
corporation, NOVA PHARMACEUTICAL, INC., acknowledge and agree that irreparable
damage would occur in the event any of the provisions of this agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this agreement and to
enforce specifically the terms and provisions hereof in any court of the United
States or any State thereof having jurisdiction, in addition to any other remedy
to which they might be entitled to at law or equity.
(5) Fifth: The Certificate of Merger shall be filed in the office of the
Secretary of State of Nevada and this Plan of Merger shall be effective
upon the filing thereof.
In witness whereof, the parties to this agreement, pursuant to authority
duly given by their respective boards of directors have caused this plan of
merger to be executed by a majority of the directors of each party hereto, and
the corporate seal affixed.
NALBANDO ENTERPRISES, INC.
/s/ Xxxxxxxx Xxxx
By: XXXXXXXX XXXX, Director
A Majority of the Board of Directors
(Corporate seal)
/s/ Xxxxxxxx Xxxx
Attest: _____________________________
By: XXXXXXXX XXXX, SECRETARY
NOVA PHARMACEUTICAL, INC.
/s/ Xxxxx Xxxx
------------------------------
By: MR. XXXXX XXXX, Director
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/s/ Xxxxx Xxxxx
------------------------------
By: XX. XXXXX XXXXX, Director
/s/ Xxxxxx Xxxxxxx
------------------------------
By: XX. XXXXXX XXXXXXX, Director
A Majority of the Board of Directors
(Corporate seal)
/s/ Xxxxx Xxxxx
Attest: _____________________________
By: XXXXX XXXXX, Secretary
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I, XXXXXXXX XXXX, Secretary of NALBANDO ENTERPRISES, INC., a corporation
organized and existing under the laws of the state of Nevada, hereby certify, as
such Secretary and under the seal of the said corporation, that the Plan of
Merger to which this certificate is attached, after having been first duly
signed on behalf of the said corporation by a majority of the directors thereof
and having been signed by a majority of the directors of NALBANDO ENTERPRISES,
INC., a corporation of the state of Nevada was duly adopted pursuant to NRS 92A.
100 and 92A. 120, by the written consent of the stockholders holding 100% of the
shares of the capital stock of NALBANDO ENTERPRISES, INC., same being a majority
of the shares issued and outstanding and that a signed copy of the consent is
attached hereto and made a part of the Plan of Merger.
Witness my hand and the seal of said NALBANDO ENTERPRISES, INC., on
this 30th day of April, 1998
/s/ Xxxxxxxx Xxxx
Attest: _____________________________
By: XXXXXXXX XXXX, Secretary
(Corporate seal)
I, XX. XXXXX XXXXX, Secretary of NOVA PHARMACEUTICAL, INC., a corporation
organized and existing under the laws of the state of Nevada, hereby certify, as
such Secretary and under the seal of the said corporation, that the Plan of
Merger to which this certificate is attached, after having been first duly
signed on behalf of the said corporation by a majority of the directors thereof
and having been signed by a majority of the directors of NOVA PHARMACEUTICAL,
INC., a corporation of the state of Nevada, was duly adopted pursuant to NRS
92A. 100 and 92A. 12 by the written consent of the stockholders holding 100% of
the shares of the capital stock of NOVA PHARMACEUTICAL, INC., same being a
majority of the shares issued and outstanding and that a signed copy of the
consent is attached hereto and made a part of the Plan of Merger.
Witness my hand and the seal of said NOVA PHARMACEUTICAL, INC., on this
30th day of April, 1998
/s/ Xxxxx Xxxxx
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Attest: ______________________________
By: XX. XXXXX XXXXX, Secretary
(Corporate seal)
The above Plan of Merger, having been executed by a majority of the board
of directors of each corporate party thereto, and having been adopted separately
by the stockholders of each corporate party thereto, in accordance with the
provisions of the Corporation Law of the state of Nevada, and that fact having
been certified on said Plan of Merger by the Secretary of each corporate party
thereto do now hereby execute the said Plan of Merger under the corporate seals
of their respective corporations, by authority of the directors and stockholders
thereof, as the respective act, deed and agreement of each said corporations, on
this 30th day of April, 1998.
NALBANDO ENTERPRISES, INC.
/s/ Xxxxxxxx Xxxx
-----------------------------------
By: XXXXXXXX XXXX, President
/s/ Xxxxxxxx Xxxx
-----------------------------------
By: XXXXXXXX XXXX, Secretary
(Corporate seal)
/s/ Xxxxxxxx Xxxx
Attest: ______________________________
By: XXXXXXXX XXXX, Secretary
STATE OF CALIFORNIA )
) SS:
COUNTY OF LOS ANGELES )
)
Be it remembered that on this 30th day of April, A.D. 1998, personally
came before me, a notary public, in and for the county and state aforesaid,
XXXXXXX XXXX, President of NALBANDO ENTERPRISES, INC., a corporation of the
state of Nevada and one of the corporations described in and which executed the
foregoing Plan of Merger, known to me personally to be such, and she the said
president. As such president duly executed said Plan of Merger before me and
acknowledged said NALBANDO ENTERPRISES, INC., that the signatures of the said
president and the secretary of said corporation to said foregoing Plan of Merger
are in the handwriting of said president and secretary of said NALBANDO
ENTERPRISES, INC., and that the seal affixed to said Plan of Merger is the
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common corporate seal of said corporation.
In witness whereof, I have hereunto set my hand and seal of office the day
and year aforesaid.
----------------------------
Notary Public
My Commission expires: 12/8/01
The above Plan of Merger, having been executed by a majority of the board
of directors of each corporate party thereto, and having been adopted separately
by the stockholders of each corporate party thereto, in accordance with the
provisions of the Corporation Law of the state of Nevada, and that fact having
been certified on said Plan of Merger by the Secretary of each corporate party
thereto do now hereby execute the said Plan of Merger under the corporate seals
of their respective corporations, by authority of the directors and stockholders
thereof, as the respective act, deed and agreement of each said corporations, on
this 30th day of April, 1998.
NOVA PHARMACEUTICAL, INC.
/s/ Xxxxx Xxxx
-----------------------------------
By: MR. XXXXX XXXX, President
/s/ Xxxxx Xxxxx
-----------------------------------
By: XX. XXXXX XXXXX, Secretary
(Corporate seal)
/s/ Xxxxx Xxxxx
Attest: ______________________________
By: XX. XXXXX XXXXX, Secretary
STATE OF CALIFORNIA )
) SS:
COUNTY OF )
)
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Be it remembered that on this 30th day of April, A.D. 1998, personally
came before me, a notary public, in and for the county and state aforesaid,
XXXXX XXXX, President of NOVA PHARMACEUTICAL, INC., a corporation of the state
of Nevada and one of the corporations described in and which executed the
foregoing Plan of Merger, known to me personally to be such, and she the said
president. As such president duly executed said Plan of Merger before me and
acknowledged said NOVA PHARMACEUTICAL, INC., that the signatures of the said
president and the secretary of said corporation to said foregoing Plan of Merger
are in the handwriting of said president and secretary of said NOVA
PHARMACEUTICAL, INC., and that the seal affixed to said Plan of Merger is the
common corporate seal of said corporation.
In witness whereof, I have hereunto set my hand and seal of office the day
and year aforesaid.
----------------------------
Notary Public
My Commission expires:
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