ARTICLES OF MERGER
OF
MEDSEARCH, INC.
(a Nevada Corporation)
WITH AND INTO
MEDSEARCH TECHNOLOGIES, INC.
(a Delaware Corporation)
To the Secretary of State
State of Nevada
Pursuant to the provisions of Chapter 92A, Nevada Revised Statutes, the
foreign corporation and the domestic corporation herein named do hereby adopt
the following Articles of Merger.
1. An Agreement and Plan of Merger ("Merger Agreement") for merging
MedSearch, Inc. a business corporation organized and existing under the laws of
the State of Nevada ("MedSearch NV"), with and into MedSearch Technologies,
Inc., a business corporation organized and existing under the laws of the State
of Delaware ("MedSearch DEL"), with MedSearch DEL as the surviving entity in the
merger, has been adopted by the Board of Directors of MedSearch NV and by the
Board of Directors of MedSearch DEL.
2. The Merger Agreement was approved by the written consent of a
majority of the stockholders of MedSearch NV pursuant to the provisions of
Chapter 92A and Chapter 78, Nevada Revised Statutes. The consenting stockholders
represent 97% of the issued and outstanding shares of common stock, $.001 par
value per share, of MedSearch NV, entitled to vote on the Merger Agreement.
3. The merger of MedSearch NV with and into MedSearch DEL is permitted
by the laws of the jurisdiction of organization of MedSearch DEL and has been
authorized in compliance with said laws by which MedSearch DEL is governed.
4. MedSearch DEL does not have any stockholders. Accordingly, the
Merger Agreement was approved by the Board of Directors of MedSearch DEL and
certified by the secretary of MedSearch DEL pursuant to the laws of its
jurisdiction of incorporation.
5. No amendments to the Certificate of Incorporation of MedSearch DEL,
the surviving entity in the merger, are effected by the merger provided for
herein.
6. The specified address of MedSearch DEL where copies of process may
be sent by the Secretary of State of Nevada, served pursuant to the provisions
of Section 78.461, Nevada Revised Statutes, in a proceeding to enforce any
obligation or the rights of dissenting stockholders of MedSearch NV, unless
MedSearch DEL has designated in writing to the Secretary of State of Nevada a
different address for that purpose, is:
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
7. The executed Merger Agreement is on file in the offices of MedSearch
DEL located at the address set forth in paragraph 6 hereof. A copy of the Merger
Agreement will be furnished by MedSearch DEL, on request, and without cost, to
any stockholder of each of the constituent corporations.
8. The merger herein provided for shall become effective in the State
of Nevada upon the filing of these Articles of Merger.
Dated: August 9, 1999
MEDSEARCH, INC.
(Nevada)
/s/ XXXXX XXXXXX
-------------------------------
Xxxxx Xxxxxx, President
/s/ XXXXXX XXXXXXXXX
-------------------------------
Xxxxxx Xxxxxxxxx, Secretary
MEDSEARCH TECHNOLOGIES, INC.
(Delaware)
/s/ XXXXX XXXXXX
-------------------------------
Xxxxx Xxxxxx, President
/s/ XXXXXX XXXXXXXXX
-------------------------------
Xxxxxx Xxxxxxxxx, Secretary
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On August 9, 1999, personally appeared before me, a Notary Public in
and for the State and County aforesaid, Xxxxx Xxxxxx, President of MedSearch,
Inc., a Nevada corporation, personally known to me to be the person whose name
is subscribed to the above instrument in the said capacity, who acknowledged
that he executed the said instrument.
---------------------------------
Notary Public
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On August 9, 1999, personally appeared before me, a Notary Public in
and for the State and County aforesaid, Xxxxx Xxxxxx, President of MedSearch
Technologies, Inc., a Delaware corporation, personally known to me to be the
person whose name is subscribed to the above instrument in the said capacity,
who acknowledged that he executed the said instrument.
---------------------------------
Notary Public