Exhibit 2.3
ARTICLES OF MERGER
ICOP ACQUISITION CORPORATION
AND ICOP DIGITAL, INC.
The undersigned Surviving Corporation, ICOP Digital, Inc., hereby delivers
for filing with the Nevada Secretary of State the within Articles of Merger as
follows:
1. The parties to the Agreement and Plan of Merger are Vista Exploration
Corporation, a Colorado corporation (the "Parent"), ICOP Digital, Inc., a Nevada
corporation (the "Surviving Corporation"), and ICOP Acquisition Corporation, a
Colorado corporation and wholly owned subsidiary of Parent.
2. The Agreement and Plan of Merger has been adopted by each constituent
entity.
3. Shareholder approval of Parent was not required.
4. Shareholder approval of each of the remaining entities, ICOP
Acquisition Corporation and ICOP Digital, Inc. was required and the transaction
was approved by the required shareholder vote or consent of each such entity.
5. The Plan of Merger:
A. ICOP Acquisition Corporation, a Colorado corporation ("Merger Sub")
was merged with and into ICOP Digital, Inc., a Nevada corporation ("ICOP"),
effective 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 Parent, 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 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 the Parent's common stock and Certificates representing
the shares of Parent 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 Parent 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 Parent 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 Parent.
The complete signed Agreement and Plan of Merger is on file at the
registered office of each of the Parent and the Surviving Corporation.
DATED this 13th day of January 2004.
VISTA EXPLORATION 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
ICOP ACQUISITION CORPORATION,
a Colorado corporation
By: /s/ Charles A. Ross
-------------------------------------
Charles A. Ross, Sr., President
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