EXHIBIT 2.1
CERTIFICATE OF OWNERSHIP AND MERGER
OF
CEPTOR CORPORATION
(A FLORIDA CORPORATION)
INTO
CEPTOR RESEARCH AND DEVELOPMENT COMPANY
(a Delaware corporation)
It is hereby certified that:
1. CepTor Corporation (hereinafter called the "parent corporation") is a
corporation of the State of Florida, the laws of which permit a merger of a
corporation of that jurisdiction with a corporation of another jurisdiction.
2. The parent corporation, as owner of all of the outstanding shares of
stock of CepTor Research and Development Company, a Delaware corporation (the
"subsidiary"), hereby merges itself into the subsidiary (hereinafter called the
"surviving corporation").
3. The following is a copy of the resolutions adopted on December 9, 2004
by the Board of Directors of the parent corporation and adopted by written
consent on January __, 2005 by the holders of a majority of the outstanding
shares of common stock of the parent corporation to merge the parent corporation
into the surviving corporation:
RESOLVED, that CepTor Corporation, a Florida corporation be
reincorporated in the State of Delaware by merging itself into CepTor
Research and Development Company, a Delaware corporation pursuant to
the laws of the State of Florida and the State of Delaware as
hereinafter provided, so that the separate existence of CepTor
Corporation shall cease as soon as the merger shall become effective,
and thereupon CepTor Corporation and CepTor Research and Development
Company will become a single corporation, which shall continue to
exist under, and be governed by, the laws of the State of Delaware.
RESOLVED, that the terms and conditions of the proposed merger are as
follows:
(a) From and after the effective time of the merger,
all of the estate, property, rights, privileges, powers and
franchises of CepTor Corporation shall become vested in and
held and enjoyed by the surviving corporation as fully and
entirely and without change or diminution as the same were
before held and enjoyed by CepTor Corporation, and the
surviving corporation shall assume all of the obligations of
CepTor Corporation.
(b) No pro rata issuance of the shares of stock of
CepTor Research and Development Company which are owned by
CepTor Corporation immediately prior to the effective time
of the merger shall be made, and such shares shall be
surrendered and extinguished.
(c) Each share of common stock, par value $0.0001 per
share, or share of preferred stock, par value $0.0001 per
share, of CepTor Corporation which shall be issued and
outstanding immediately prior to the effective time of the
merger shall be converted into one issued and outstanding
share of common stock, par value $0.0001 per share, or share
of preferred stock, par value $0.0001 per share, of the
surviving corporation, respectively, and from and after the
effective time of the merger, the holders of all said issued
and outstanding shares of stock of CepTor Corporation shall
automatically be and become holders of shares of the
surviving corporation upon the basis above specified,
whether or not certificates representing said shares are
then issued and delivered.
(d) After the effective time of the merger, each holder
of record of any outstanding certificate or certificates
theretofore representing stock of CepTor Corporation may
surrender the same to the surviving corporation at its
office in Hunt Valley, Maryland, and such holder shall be
entitled upon such surrender to receive in exchange therefor
a certificate of certificates representing the number of
shares of common or preferred stock of the surviving
corporation equal to the number of shares of common or
preferred stock of CepTor Corporation, respectively,
represented by such surrendered certificates (the
"Conversion Amount"). Until so surrendered, each outstanding
certificate which prior to the effective time of the merger
represented one or more shares of stock of CepTor
Corporation shall be deemed for all corporate purposes to
evidence ownership of shares of stock of the surviving
corporation equal to the Conversion Amount.
(e) From and after the effective time of the merger,
the Amended and Restated Certificate of Incorporation
attached hereto as EXHIBIT A and the By-Laws of CepTor
Research and Development Company as in effect immediately
prior to such effective time shall be the Certificate of
Incorporation and the By-Laws of the surviving corporation.
Said Certificate of Incorporation, as amended, shall
continue in full force and effect until amended and changed
in the manner prescribed by the provisions of the General
Corporation Law of the State of Delaware.
(f) Immediately following the effective time of the
merger, the members of the board of directors and officers
of CepTor Corporation immediately before the effective time
of the merger shall be the members of the Board of Directors
and corresponding officers of the surviving corporation.
(g) From and after the effective time of the merger,
the assets and liabilities of CepTor Corporation and of
CepTor Research and Development Company shall be entered on
the books of the surviving corporation at the amounts at
which they are carried at such time on the respective books
of CepTor Corporation and of CepTor Research and Development
Company subject to such inter-corporate adjustments or
eliminations, if any, as may be required to give effect to
the merger.
RESOLVED, that, the proper officers of CepTor Corporation be, and they
hereby are, authorized and directed to make and execute a Certificate
of Ownership and Merger setting forth a copy of these resolutions to
merge itself into CepTor Research and Development Company and the date
of adoption thereof, and to cause the same to be filed and recorded as
provided by law, and to do all acts and things whatsoever, within the
States of Florida and Delaware and in any other appropriate
jurisdiction, necessary or proper to effect the merger.
4. The proposed merger herein certified has been adopted, approved,
certified, executed and acknowledged by CepTor Corporation in accordance with
the laws under which it is organized.
Signed on January 27, 2005.
CEPTOR CORPORATION
By:/s/ William Pursley
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Name: William Pursley
Title: Chairman and Chief Executive Officer
