AGREEMENT OF MERGER
AGREEMENT OF MERGER ("Agreement"), dated as of this 16th day of July, 1996,
pursuant to Section 252 of the General Corporation Law of Delaware, between
Advanced Aerodynamics and Structures, Inc., a Delaware corporation ("AASI
Delaware"), and Advanced Aerodynamics and Structures, Inc, a California
corporation ("AASI California").
WHEREAS, AASI California desires to reincorporate under the laws of the
State of Delaware through merger into a newly-formed Delaware corporation
NOW THEREFORE, the corporations, parties to this Agreement, in
consideration of their respective covenants and promises set forth in this
Agreement do hereby agree and prescribe the terms and conditions of said merger
and mode of carrying the same into effect as follows:
FIRST: As of the effective date hereof, AASI Delaware (the "Surviving
Corporation") hereby merges with AASI California (the "Merged Corporation") and
the Merged Corporation shall be and hereby is merged into the Surviving
Corporation which shall be the surviving corporation.
SECOND: The Certificate of Incorporation of the Surviving Corporation, 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 the merged Corporation into the shares of the Surviving Corporation
shall be as follows:
(a) As of the effective date of this merger, each share of the issued and
outstanding common and preferred stock of the Merged Corporation shall be
converted into .278729717 shares of the common stock of the Surviving
Corporation, 20% of which shall be shares of Class B Common Stock, 40% of which
shall be shares of Class E-1 Common Stock, and 40% of which shall be shares of
Class E-2 Common Stock of the Surviving Corporation.
(b) After the effective date of this merger, each holder of an
outstanding certificate representing shares of common or preferred 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 one or more
certificates evidencing the number of shares of common stock of the Surviving
Corporation provided for in this Agreement. Until so surrendered, any
certificates evidencing previously 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 corporate
purposes as evidencing the ownership of shares of the Surviving Corporation as
though said surrender and exchange had taken place.
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, the separate corporate existence
of the Merged Corporation shall cease, and the Surviving Corporation shall
possess all of the rights, privileges, powers and franchises of the Merged
Corporation of a public as well as a private nature, and be subject to all of
the restrictions, disabilities, liabilities and duties of the Merged
Corporation; all of the rights, privileges, powers and franchises of the Merged
Corporation, and
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all property, real, personal and mixed, and all debts due to the Merged
Corporation on whatever account, as well as all other things in action or
belonging to the Merged Corporation shall be vested in the Surviving
Corporation; and all property, rights, privileges, powers and franchises, and
all other interests of the Merged Corporation shall be thereafter the property
of the Surviving Corporation. All corporate acts, plans, policies, agreements,
arrangements, approvals and authorizations of the Merged Corporation, its
shareholders, Board of Directors and committees thereof, officers and agents
which were valid and effective immediately prior to the effective date of the
merger, shall be taken for all purposes as the acts, plans, policies,
agreements, arrangements, approval and authorizations of the Surviving
Corporation, and shall be as effective and binding thereon as the same were with
respect to the Merged Corporation. The employees and agents of the Merged
Corporation shall become the employees and agents of the Surviving Corporation.
From and after the effective date of the merger, the Surviving Corporation shall
consent to service of process within the State of California in any proceeding
for enforcement of any obligation of the Merged Corporation, as well as for
enforcement of any obligation of the Merged Corporation arising from the merger,
and shall irrevocably appoint the Secretary of State of California as its agent
to accept service of process in any such suit or other proceeding.
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 Certificate
of Merger Agreement with the Secretary of State of the State of Delaware.
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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 President of each
party hereto as the respective act, deed and agreement of each of said
corporations, on this 16th day of July, 1996.
ADVANCED AERODYNAMICS AND
STRUCTURES, INC., a Delaware
corporation
By:/s/ Carl Leei Chen
-------------------------------------
Carl Leei Chen, President
ADVANCED AERODYNAMICS AND
STRUCTURES, INC., a California
corporation
By:/s/ Carl Leei Chen
-------------------------------------
Carl Leei Chen, President
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