Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Form 10-Sb 45 161K
2: EX-2.01 Certificate of Incorporation 2 8K
3: EX-2.02 Certificate of Merger, With Agreement of Merger 5 17K
4: EX-2.03 By-Laws 11 25K
5: EX-2.04 Amendment to By-Laws 1 8K
6: EX-5.01 Lock Up Agreement 1 5K
7: EX-8.01 Agreement and Plan of Merger 33 99K
EX-2.02 — Certificate of Merger, With Agreement of Merger
| EX-2.02 | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Exhibit 2.02
CERTIFICATE OF MERGER
OF
SURETY HOLDINGS CORP.,
A FLORIDA CORPORATION
INTO
SURETY HOLDINGS CORP.,
A DELAWARE CORPORATION
The undersigned corporations, Surety Holdings Corp., a Delaware
corporation,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
[Download Table]
NAME STATE OF INCORPORATION
---- ----------------------
Surety Holdings Corp. Florida
Surety Holdings Corp. Delaware
SECOND: That an Agreement of Merger between the parties to the merger
has been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware and, the corresponding Section of the
corporation law of Florida as applicable.
THIRD: That the name of the surviving corporation of the merger is
Surety Holdings Corp., a Delaware corporation.
FOURTH: That the Certificate of Incorporation of Surety Holdings Corp.,
a Delaware corporation, which is the corporation surviving the merger, shall be
the Certificate of Incorporation of the surviving corporation.
FIFTH: That the executed Agreement of Merger is attached hereto as
Exhibit "A" and is on file at the principal place of business of the surviving
corporation, the address of which is:
55-515 Hawi Road
Hawi, HI 96719
SIXTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: The authorized capital stock of each foreign corporation which
is a party to the merger is as follows:
[Download Table]
Par Value
Corporation Class Number of Shares per share
----------- ----- ---------------- ---------
Surety Holdings Corp., Common 200,000,000 .001
a Florida Corporation
EIGHTH: That this Certificate of Merger shall be effective on filing.
SURETY HOLDINGS CORP.,
A Delaware Corporation
By: /s/Yoshihiro Kamon
--------------------------------
YOSHIHIRO KAMON, Chairman of the
Board of Directors
Date: May 20, 1999
Exhibit "A"
AGREEMENT OF MERGER
AGREEMENT OF MERGER, dated this 20th day of May, 1999, pursuant to
Section 252 of the General Corporation Law of Delaware, between Surety Holdings
Corp., a Florida corporation and Surety Holdings Corp., a Delaware corporation.
WITNESSETH that:
WHEREAS, all of the constituent corporations desire to merge into a
single corporation; and
NOW THEREFORE, the corporations, parties to this Agreement, in
consideration of the mutual covenants, agreements and provisions hereinafter
contained do hereby prescribe the terms and conditions of said merger and mode
of carrying the same into effect as follows:
FIRST: Surety Holdings Corp., a Delaware corporation hereby merges into
itself Surety Holdings Corp., a Florida corporation and said Surety Holdings
Corp., a Florida corporation shall be and hereby is merged into Surety Holdings
Corp., a Delaware corporation, which shall be the surviving corporation.
SECOND: The Certificate of Incorporation of Surety Holdings Corp., a
Delaware corporation, as heretofore amended and as in effect on the date of the
merger provided for in this Agreement, shall continue in full force and effect
as the "Certificate of Incorporation" of the corporation surviving this merger.
THIRD: The manner of converting the outstanding shares of the capital
stock of each of the constituent corporations into the shares or other
securities of the surviving corporation shall be as follows:
(a) Each share of common stock of the merged corporation which shall be
outstanding on the effective date of this merger, and all rights in respect
thereof shall forthwith be changed and converted into one share of common stock
of the surviving corporation.
(b) After the effective date of this merger, each holder of an
outstanding certificate representing shares of common stock of the merged
corporation shall surrender the same to the surviving corporation and each such
holder shall be entitled upon such surrender to receive the number of shares of
common stock of the surviving corporation on the basis provided herein. Until so
surrendered, the outstanding shares of the stock of the
merged corporation to be converted into the stock of the surviving corporation
as provided herein, may be treated by the surviving corporation for all
corporation purposes as evidencing the ownership of shares of the surviving
corporation as though said surrender and exchange has taken place. After the
effective date of this Agreement, each registered owner of any uncertificated
shares of common stock of the merged corporation shall have said shares
cancelled and said registered owner shall be entitled to the number of common
shares of the surviving corporation on the basis provided herein.
FOURTH: The terms and conditions of the merger are as follows:
(a) The bylaws of the surviving corporation as they shall exist on the
effective date of this merger shall be and remain the bylaws of the surviving
corporation until the same shall be altered, amended or repealed as therein
provided.
(b) The directors and officers of the surviving corporation shall
continue in office until the next annual meeting of stockholders and until their
successors shall; have been elected and qualified.
(c) This merger shall become effective upon filing of a Certificate of
Merger with the Secretary of State of Delaware.
(d) Upon the merger becoming effective, all the property, rights,
privileges, franchises, patents, trademarks, licenses, registrations and other
assets of every kind and description of the merged corporation shall be
transferred to, vested in, and devolve upon, the surviving corporation without
further act or deed and all property, rights, and every other interest of the
surviving corporation and the merged corporation shall be as effectively the
property of the surviving corporation as they were of the surviving corporation
and the merged corporation respectively. The merged corporation hereby agrees
from time to time, as and when requested by the surviving corporation or by its
successors or assigns, to execute and deliver or cause to be executed and
delivered all such deeds and instruments and to take or cause to be taken such
further or other 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 the merged corporation acquired or to be
acquired by reason of or as a result of the merger herein provided for and
otherwise to carry out the interest and purposes hereof and the proper officers
and directors of the merged corporation and the proper officers and directors of
the surviving corporation are fully authorized in the name of the merged
corporation or otherwise to take any and all such action.
FIFTH: Anything herein or elsewhere to the contrary notwithstanding,
this Agreement may be terminated and abandoned by the Board of Directors of any
constituent corporation at any time prior to the date of filing the Agreement or
Certificate of Merger with the Secretary of State, provided that an amendment
made subsequent to the adoption of the Agreement by the stockholders of any
constituent corporation shall not (1) alter or change the amount or kind of
shares, securities, cash, property and/or rights to be received in exchange for
or on conversion of all or any of the shares of any class or series thereof of
such constituent corporation, (2) alter or change any term of the Certificate of
Incorporation of the surviving corporation to be effected by the merger, or (3)
alter or change any of the terms and conditions of the Agreement if such
alteration or change would adversely affect the holders of any class or series
thereof of such constituent corporation.
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the
approval and authority duly given by resolutions adopted by their respective
Boards of Directors have caused these presents to be executed by the Chairman of
the Board of Directors of each party hereto as the respective act, deed and
agreement of each of said corporations.
Surety Holdings Corp.,
a Florida corporation
Date: May 20, 1999 By: /s/ Yoshihiro Kamon
YOSHIHIRO KAMON, Chairman of the
Board of Directors
Surety Holdings Corp.,
a Delaware corporation
Date: May 20, 1999 By: /s/ Yoshihiro Kamon
YOSHIHIRO KAMON, Chairman of the
Board of Directors
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 2/9/01 | | | | | | | None on these Dates |
| | 5/20/99 | | 2 | | 5 |
| List all Filings |
↑Top
Filing Submission 0000950123-01-001032 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Fri., Apr. 26, 10:37:30.0pm ET 