Exhibit 2.2
ARTICLES OF MERGER OF
ICOP ACQUISITION CORPORATION
AND ICOP DIGITAL, INC.
Pursuant to the provisions of section 7-111-107 and 7-111-105 of the
Colorado Business Corporation Act, the undersigned corporations hereby adopt the
following Articles of Merger and have caused the President of their respective
corporations to execute these Articles of Merger for the purpose of filing with
the Colorado Secretary of State.
ARTICLE I. PLAN OF MERGER
A. ICOP Acquisition Corporation, a Colorado corporation ("Merger
Sub"), was merged with and into ICOP Digital, Inc., a Nevada
corporation, upon the filing of these Articles of Merger.
B. Following the merger, the separate corporate existence of Merger
Sub shall cease and ICOP shall continue as the Surviving
Corporation under the name ICOP Digital, Inc. and shall succeed
to and assume all the rights and obligations of Merger Sub in
accordance with the corporate laws of Nevada and Colorado and
become a wholly-owned subsidiary of Vista Exploration
Corporation, a Colorado corporation.
C. At the effective date of the merger, upon filing the Articles of
Merger, all the property, rights, privileges, powers and
franchises of ICOP and Merger Sub shall be vested in the
surviving corporation and all debts, liabilities and duties of
the Merger Sub shall become the debts, liabilities and duties of
the Surviving Corporation, ICOP.
D. At the Effective Time, the separate corporate existence of Merger
Sub shall cease and the Articles of Incorporation of ICOP shall
be the Articles of Incorporation of the Surviving Corporation.
E. At the Effective Time, the Bylaws of ICOP as in effect at the
Effective Time shall be the Bylaws of the Surviving Corporation
until thereafter changed or amended as provided therein or by
applicable law.
F. At the Effective Time, the officers and directors of ICOP shall
be the officers and directors of the Surviving Corporation.
G. At the Effective Time, by virtue of the merger, the total number
of shares of ICOP common stock issued and outstanding immediately
prior to the Effective Time shall be automatically converted into
the right to receive the same number of shares of Vista
Exploration Corporation common stock and Certificates
representing the shares of Vista common stock to be issued hereby
shall be delivered pro rata to the shareholders of ICOP at the
closing in exchange for the surrender of all of their ICOP common
shares to be exchanged. At the Effective
Time, all such shares of ICOP common stock shall cease to be
outstanding and shall automatically be cancelled and retired and
the ICOP shareholders shall cease to have any rights with respect
to such shares of ICOP common stock except to receive a like
number of shares of Vista common stock upon surrender or exchange
of the ICOP common stock certificates.
H. At the Effective Time, all outstanding shares of Merger Sub
common stock held by Vista Exploration Corporation shall be
automatically converted into and become one fully paid and
non-assessable share of common stock of the Surviving Corporation
and ICOP shall become a wholly-owned subsidiary of Vista
Exploration Corporation.
ARTICLE II.
The sole shareholder of Merger Sub voted all of its shares in favor of
the transaction and said vote was sufficient for approval of the transaction.
The shareholders of ICOP were entitled to vote to approve the transaction and
the number of votes cast for the plan of merger was sufficient for approval of
the Merger Agreement.
ARTICLE III.
The merger is being effected pursuant to Section 7-111-107 of the
Colorado Business Corporation Act and shall be effective as of the date of
filing the Articles of Merger with the Secretary of State of Colorado and
Nevada.
DATED this 13th day of January 2004.
ICOP ACQUISITION CORPORATION,
a Colorado corporation
By: /s/ Charles A. Ross
-------------------------------------
Charles A. Ross, Sr., President
ICOP DIGITAL, INC.,
a Nevada corporation
By: /s/ David C. Owen
-------------------------------------
David C. Owen, Chairman
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