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Title: |
Agreement and Plan of Merger |
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Date: |
2002 |
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Preview shows 4KB of 14KB total |
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$33 |
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ID: |
#1320473 |
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AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
HIENERGY TECHNOLOGIES, INC., A WASHINGTON CORPORATION
AND
HIENERGY TECHNOLOGIES, INC., A DELAWARE CORPORATION
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is entered into as of the
18th day of October, 2002, by and between HiEnergy Technologies, Inc., a
Washington corporation (hereinafter, the "Parent"), located at 1601 Alton
Parkway, Unit B, Irvine, California, 92606, and HiEnergy Technologies, Inc., a
Delaware corporation and a wholly-owned subsidiary of the Parent (hereinafter,
the "Subsidiary"), located at 1601 Alton Parkway, Unit B, Irvine, California,
92606. The Parent and the Subsidiary are referred to collectively herein as the
"Parties."
RECITALS
A. The Parent is a corporation organized and existing under the laws of
the State of Washington. The authorized capital stock of the Parent consists of
100,000,000 shares of Common Stock, having a par value of $0.0001 per share, of
which 22,624,276 shares are duly issued and outstanding as of October 4, 2002
and 20,000,000 shares of Preferred Stock, having a par value of $0.0001 per
share, of which 97.95 shares of Series A Convertible Preferred Stock are duly
issued and outstanding.
B. The Subsidiary is a corporation organized and existing under the laws
of the State of Delaware. The authorized capital stock of the Subsidiary
consists of 100,000,000 shares of Common Stock, having a par value of $0.001 per
share, of which 1,000 shares are duly issued and outstanding, and 20,000,000
shares of Preferred Stock, having a par value of $0.001 per share, of which none
are duly issued and outstanding. All 1,000 shares of issued and outstanding
shares of Common Stock are held by the Parent.
C. This Agreement contemplates a merger of the Parent with and into the
Subsidiary. The Parent stockholders will receive one (1) security of the
Subsidiary in exchange for each security of the Parent outstanding at the
Effective Time. The purpose of the Merger is to change the domicile of the
Parent from the State of Washington to the State of Delaware.
NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants herein contained, the Parties agree as follows.
1. BASIC TRANSACTION.
1.1 Merger. On and subject to the terms and conditions of this Agreement,
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the Parent will merge with and into the Subsidiary (the "Merger") at the
Effective Time. The Subsidiary shall be the corporation surviving the Merger
(the "Surviving Corporation").
Agreement and Plan of Merger - Page 1
<PAGE>
1.2 Effect of Merger.
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1.2.1 General. The Merger shall become effective at the time (the
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"Effective Time") the Surviving Entity signs the Certificate of Merger and the
Articles of Merger and files the Certificate of Merger with the Secretary of
State of Delaware and files the Articles of Merger with the Secretary of State
of Washington. The Merger shall have the effect set forth in the laws of the
States of Delaware and Washington. The Surviving Corporation may, at any time
after the Effective Time, take any action (including executing and delivering
any document) in the name and on behalf of either the Subsidiary or the Parent
in order to carry out and effectuate the transactions contemplated by this
Agreement.
1.2.2 Certificate of Incorporation. The Certificate of Incorporation of the
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