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EXHIBIT 2.9
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JAN 23 1987
XXXXXXX XXX DEL PAPA
SECRETARY OF STATE
/s/ XXXXXXX XXX DEL PAPA
No. 465-87
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CERTIFICATE AND AGREEMENT OF MERGER
OF
DE LUXE ONYX COMPANY
A California corporation
Pursuant to the Corporation Code of California Chapter 11 Section 1100
INTO
DE LUXE ONYX COMPANY
a Nevada corporation as the surviving corporation
Pursuant to Section 450 et seq, Nevada Revised Statutes
AGREEMENT OF MERGER, dated the 23rd day of January, 1987 between DE LUXE
ONYX COMPANY, a California corporation, and all of the Directors thereof and
DELUXE ONYX COMPANY, a Nevada corporation and all of the Directors thereof, the
two corporations being hereinafter sometimes called the Constituent Corporation.
WHEREAS the Board of Directors of each of the Constituent Corporations deem
it advisable and generally to the welfare of the Constituent Corporations that
these corporations merge under the terms and conditions hereafter set forth,
such merger to be effected pursuant to the statutes of the State of California
and the Statutes of the State of Nevada, and they have approved and authorized
the form of agreement and merger.
WHEREAS DE LUXE ONYX COMPANY is a corporation duly organized under the laws
of the State of California, having been incorporated January 11th, 1921 with
authorized capital stock consisting of 100,000 shares of common stock with a par
value of $1.00 per share of which 3,000 shares are issued and outstanding; and,
WHEREAS DE LUXE ONYX COMPANY, is a corporation duly organized under the
laws of the State of Nevada, having been incorporated January 23rd, 1987 with
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authorized capital stock consisting of 100,000 shares of common stock with a par
value of $1.00.
WHEREAS the laws of the State of California and Nevada permit such a
merger, and the Constituent Corporations desire to merge, under and pursuant to
the provision of the laws of their respective states:
NOW THEREFORE, in consideration of the promises and of the mutual
agreements and covenants herein contained, it is agreed that DE LUXE ONYX
COMPANY, a California corporation, and DE LUXE ONYX COMPANY, a Nevada
corporation, shall be merged into DE LUXE ONYX COMPANY, a Nevada corporation,
which shall be the Surviving Corporation, and the terms and conditions of such
merger and the mode of carrying it into effect are and shall be as follows:
1. NAME OF SURVIVING CORPORATION. The name of the corporation, which is
sometimes hereinafter referred to as the Surviving Corporation, shall, from and
after the effective date of the merger, be DE LUXE ONYX COMPANY. The separate
existence of DE LUXE ONYX COMPANY, of California, shall cease at the effective
time of the merger, except insofar as it may be continued by law or in order to
carry out the purpose of this Agreement of Merger and except as continued in the
Surviving Corporation.
2. ARTICLES OF INCORPORATION OF SURVIVING CORPORATION. The Articles of
Incorporation of the Surviving Corporation shall be the Articles of
Incorporation of DE LUXE ONYX COMPANY, of Nevada, a copy of which is annexed as
Exhibit "A" hereto.
3. BYLAWS. The By laws of DE LUXE ONYX COMPANY, of Nevada at the effective
time of the merger shall be By laws of the Surviving Corporation until altered
or replaced as provided therein.
4. BOARD OF DIRECTORS AND OFFICERS. The members of the Board of Directors
and the officers of the Surviving Corporation immediately after the effective
time of the merger shall be those persons who were the members of the Board of
Directors and the officers, respectively, DE LUXE ONYX COMPANY, of Nevada
immediately prior to the effective time of the merger, and such persons shall
serve in such offices, respectively, for the terms provided by law or in the
Bylaws or until their respective successors are elected and qualified.
5. AUTHORITY TO CONDUCT BUSINESS. DE LUXE ONYX COMPANY, of Nevada represents
that the corporation has not filed an application for authority to do business
in California. The Surviving Corporation will conduct no such business in
California without first filing and having such application approved.
6. CONVERSION OF SHARES. The manner of converting the shares of the
Constituent Corporation into the shares of the Surviving Corporation shall be
set forth in this paragraph as follows:
Immediately upon the effective date of the merger, each share of stock of
DE LUXE ONYX COMPANY, of California outstanding in the hands of the public
(being all of the shares of DE LUXE ONYX COMPANY, of California
outstanding) without any action on the part of the holder thereof, shall
automatically become and be converted into stock of the Surviving
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Corporation, as the case may be, at the rate of one share of stock of the
Surviving Corporation for one share of stock of DE LUXE ONYX COMPANY, of
Nevada. All shares thus converted shall be deemed for all corporate
purposes (other than the payment of dividends) to evidence the ownership of
the number of fully-paid, nonassessable shares of common stock of the
Surviving Corporation into which shares of common stock of DE LUXE ONYX
COMPANY, of California shall have been so converted.
7. RIGHT OF SHAREHOLDERS. After the effective time of the merger, each
holder of a certificate or certificates which theretofore represented shares of
common stock of DE LUXE ONYX COMPANY, of California shall cease to have any
rights as a shareholder of DE LUXE ONYX COMPANY, of California are, except such
as expressly reserved to such stockholders by statute. After the effective time
of the merger, any holder of a certificate or certificates which theretofore
represented shares of common stock of DE LUXE ONYX COMPANY, of California may,
but shall not be required to, surrender the same to the Transfer Agent of the
Surviving Corporation, and shall thereupon be entitled to receive in exchange
therefore a certificate or certificates representing the number of shares of
common stock of DE LUXE ONYX COMPANY, of Nevada theretofore represented by such
certificate or certificates as shall have been converted.
8. EFFECTIVE DATE OF MERGER.
A. For all purposes of the Laws of the State of California, this Agreement
of Merger and the merger herein provided for shall become effective and the
separate existence of DE LUXE ONYX COMPANY, a California corporation, except
insofar as it may be continued by statute, shall cease as soon as; this
Agreement of Merger shall have been adopted, approved, signed and acknowledged
in accordance with the laws of the State of California and certificates of its
adoption and approval shall have been executed in accordance with such laws; and
this Certificate and Agreement of merger shall have been filed in the office of
the Secretary of State of the State of California.
B. For all purposes of the Laws of the State of Nevada, this Agreement of
Merger and the merger herein provided for shall become effective and the
separate existence of DE LUXE ONYX COMPANY, a California corporation, except
insofar as it may be continued by statute, shall cease as soon as; this
Agreement of Merger shall have been adopted, approved, signed and acknowledged
in accordance with the laws of the State of Nevada and certificates of its
adoption and approval shall have been executed in accordance with such laws; and
this Certificate and Agreement of merger shall have been filed in the office of
the Secretary of State of the State of Nevada.
C. The corporate identity, existence, purpose, powers, objects, franchises,
rights and immunities of DE LUXE ONYX COMPANY, of Nevada shall continue
unaffected and unimpaired by the merger hereby provided for; and the corporate
identities, existences, purposes, powers, objects, franchises, rights and
immunities of DE LUXE ONYX COMPANY, of California shall be continued in and
merged into DE LUXE ONYX COMPANY, of Nevada and DE LUXE ONYX COMPANY, of Nevada
shall be fully vested therewith.
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D. The date upon which this Agreement is filed in the offices mentioned
above and upon which the Constituent Corporations shall so become a single
corporation is the effective date of the merger.
9. AUTHORIZATION. The parties hereto acknowledge and respectively represent
that this Merger Agreement is authorized by the laws of the respective
jurisdictions of the Constituent Corporations and that the matter was approved
by the board of directors of the Nevada corporation and at a special meeting of
shareholders of the California corporation at which the California shareholders
voted as follows:
CORPORATION SHARES OUTSTANDING VOTED FOR VOTED AGAINST
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CALIFORNIA 3,000 1,800 None
10. FURTHER ASSURANCES OF TITLE. As and when requested by the Surviving
Corporation or by its successors or assigns, DE LUXE ONYX COMPANY, of Nevada
will execute and deliver or cause to be executed and delivered all such deeds
and instruments and will take or cause to be taken all such further action as
the Surviving Corporation may deem necessary or desirable in order to vest in
and confirm to the Surviving Corporation title to and possession of any property
of any of the Constituent Corporations acquired by the Surviving Corporation by
reason or as a result of the merger herein provided for and otherwise to carry
out the intent and purposes hereof, and the officers and
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STATE OF NEVADA
DEPARTMENT OF
STATE
I hereby certify that this is a true
and certified copy of the document as
filed in this office.
DATED: JAN 23, 1987
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/s/ XXXXXXX XXX DEL XXXX
XXXXXXX XXX DEL PAPA
Secretary of State
By /s/ Xxxx Xxxxxxxxx
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