PLAN AND AGREEMENT OF MERGER
This PLAN AND AGREEMENT OF MERGER (this "Plan and Agreement of Merger") is
made as of the 15th day of February, 1991, by and between DENTMART GROUP, INC.,
a Colorado corporation (the "Subsidiary Corporation"), and DENTMART GROUP, INC.,
a Delaware corporation (the "Parent Corporation").
WHEREAS, it is in the best interests of the Parent Corporation to effect a
change of domicile from Delaware to Colorado, for the reason that a Colorado
corporation is loss costly to maintain than a Delaware corporation due to the
more favorable tax treatment afforded to corporations under Colorado law; and
WHEREAS, the Subsidiary Corporation was formed for the express purpose of
effecting said change of domicile from Delaware to Colorado; and
WHEREAS, the Parent Corporation is authorized to issue 50,000,000 (fifty
million) shares of Common Stock, par value $.001 per share, of which 45 million
shares are issued and outstanding as of the date hereof; and
WREREAS, the Subsidiary Corporation is authorized to issue 25,000,000
(twenty-five million) shares of Common Stock, par value $.0l per share, of which
100 (one hundred) shares are issued and outstanding as of the date hereof; and
WHEREAS, the Parent Corporation owns all 100 (one hundred) shares of the
issued and outstanding stock of the Subsidiary Corporation.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, it is agreed as follows:
1. MERGER. Upon the terms set forth herein, the Parent Corporation shall be
------
merged with and into the Subsidiary Corporation, and the subsidiary Corporation
shall be the surviving corporation pursuant to the terms and provisions of this
Plan and Agreement of Merger in accordance with the laws of the State of
Delaware and the State of Colorado, The Certificate of Incorporation of the
Subsidiary Corporation shall continue in effect and shall be its Certificate of
Incorporation.
2. SURVIVING CORPORATION TO SUCCEED TO PROPERTIES AND OBLIGATIONS OF
-----------------------------------------------------------------------
CONSTITUENT CORPORATIONS. Upon the effective date of the merger as set forth in
------------------------
Article 5 below, the Parent Corporation shall be merged with and into the
subsidiary Corporation, the separate existence of the Parent Corporation shall
cease and the Subsidiary Corporation shall continue in existence as the
surviving corporation; whereupon, without further act or deed, all the property,
real, personal and mixed, and franchises of the Parent Corporation and the
Subsidiary Corporation, and all debts due on whatever account of either of them,
including choses in action belonging to either of them, shall be taken and
deemed to be transferred to and vested in the Subsidiary Corporation. The
Subsidiary Corporation shall henceforth be responsible for all the liabilities
and obligations for the Parent Corporation and the Subsidiary Corporation, but
the liabilities of the Parent Corporation and the Subsidiary Corporation shall
not be affected, nor shall the rights of creditors thereof or of any persons
dealing with such corporations, or any liens upon the property of such
corporations, be impaired by the merger, and any existing claim of either at
such corporations nay be prosecuted to judgment as if the merger had not taken
place, or the Subsidiary Corporation may be proceeded against or substituted in
its place.
3. FURTHER ACTIONS. If any time the Parent Corporation or the subsidiary
----------------
Corporation shall consider or be advised that any further assignments,
conveyances or assurances in law are necessary or desirable to carry out the
provisions hereof, the proper officers and directors of the Parent Corporation
and the Subsidiary Corporation shall execute and deliver any and all proper
deeds, assignments and assurances in law, and do all things necessary or proper
to carry out the provisions hereof.
4. CONVERSION OF STOCK. On the effective date of the merger as set forth in
-------------------
Article 5 below, all of the issued and outstanding shares of stock of the
Subsidiary Corporation held in the name of the Parent Corporation shall be
canceled, and the issued and outstanding Common Stock, par value $.OO1, of the
Parent Corporation shall be converted into shares of Common Stock, par value
$.01, of the subsidiary Corporation as follows: each holder of Common Stock of
the Parent Corporation shall be entitled to receive one-tenth (1/10th) of a
share of the Common Stock, par value $.01, of the Subsidiary Corporation for
each share of Common Stock, par value $.001, so held in the Parent Corporation.
Certificates evidencing the number of shares of stock held by a shareholder in
the subsidiary Corporation shall be delivered as soon as practicable after
surrender by such shareholder of certificates evidencing all shares of stock
held in the Parent Corporation.
5. EFFECTIVE DATE. This Plan and Agreement of Merger and the merger herein
---------------
provided for shall become effective and the separate existence of the Parent
Corporation, except insofar as it
2
may be deemed continued by statute, shall cease as soon as this Plan and
Agreement of Merger shall have been adopted, approved signed, and acknowledged
in accordance with the laws of the State of Delaware and the State of Colorado
and certificates of its adoption and approval shall have been executed in
accordance with such laws; and this Plan and Agreement of Merger shall have been
filed in the office of the Secretary of State of the State of Delaware and in
the office of the Secretary of State of the State of Colorado.
6. BOARD OF DIRECTORS AND OFFICERS. On the effective date of the merger,
--------------------------------
the officers and members of the Board of Directors of the Parent Corporation
shall resign, and the officers and members of the Board of Directors of the
Subsidiary Corporation shall continue in office. The officers and members of the
Board of Directors of the Subsidiary Corporation, and the respective positions
which they hold, shall not be changed or in any way affected by the merger.
7. SERVICE OF PROCESS. The Subsidiary Corporation agrees that it may be
------------------
served with process in the State of Delaware in any proceeding for enforcement
of any obligation of the Parent Corporation, as well as for enforcement of any
obligation of the Subsidiary corporation arising from the merger, including any
suit or other proceeding to enforce the right of any shareholders as determined
in appraisal proceedings pursuant to Section 262 of the Delaware General
Corporation taw, and the Subsidiary Corporation does hereby irrevocably appoint-
the Secretary of the State of Delaware as its agent to accept service of process
in any such suit or other proceedings. A copy of such process shall be mailed by
the Secretary of state of the State of Delaware to the following address:
DENTMART GROUP, INC.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: President
8. ABANDONMENT. This Plan and Agreement of Merger may be abandoned by the
-----------
mutual consent of the parties hereto, acting each by its Board of Directors, at
any time prior to the effective date of the merger. Upon abandonment, this Plan
and Agreement of Merger shall become wholly void and of no effect and there
shall be no further liability or obligation hereunder on the part of either of
the parties hereto or its respective Board of Directors or shareholders.
9. COUNTERPARTS. This Plan and Agreement of Merger may be executed in any
------------
number of counterparts, each of which shall constitute an original instrument.
3
IN WITNESS WHEREOF, the parties to this Plan and Agreement of Merger have
duly executed it on the day and year first above written.
DENTEART GROUP, INC DENTMART GROUP, INC.
("Subsidiary Corporation") ("Parent Corporation")
/S/ Xxxxxxx X. Xxxxxx /S/ Xxxxxxx X. Xxxxxx
-------------------------------- --------------------------------
Xxxxxxx X. Xxxxxx, President Xxxxxxx X. Xxxxxx, President
ATTEST: ATTEST:
/S/ Xxxxxxxxx X. Xxxxxx /S/ Xxxxxxxxx X. Xxxxxx
-------------------------------- --------------------------------
Xxxxxxxxx X. Xxxxxx, Secretary Xxxxxxxxx X. Xxxxxx, Secretary
4
