Exhibit 3.21
ARTICLES OF INCORPORATION
OF
QUINTILES, INC.
The undersigned, being of the age of eighteen years or more, does
hereby make and acknowledge these Articles of Incorporation for the purpose of
forming a business corporation under and by virtue of the laws of the State of
North Carolina:
1. The name of the corporation is Quintiles, Inc.
2. The period of duration of the corporation shall be perpetual.
3. The purposes for which the corporation is organized are:
a. To engage in the business of biostatistical
consulting; and
b. To engage in any lawful act or activities for which
corporations may be organized under Chapter 55 of the
General Statutes of North Carolina.
4. The corporation shall have authority to issue 100,000 shares
with the par value of $1.00 per share.
5. The minimum amount of consideration to be received by the
corporation for its shares before it shall commence business is $1.00 in cash or
property of equivalent value.
6. The address of the initial registered office of the
corporation in the State of North Carolina is Box 540-D Route 9, Chapel Hill,
Orange County, North Carolina and the name of its initial registered agent at
such address is Dennis B. Gillings.
7. The number of directors constituting the initial Board of
Directors shall be one and the name and address of the person who is to serve as
Director until the first meeting of shareholders or until his successor is
elected and qualifies is:
Dennis B. Gillings
Box 540-D, Route 9
Chapel Hill, North Carolina
27514
8. That the name and address of the incorporator is:
Dennis B. Billings
Box 540-D, Route 9
Chapel Hill, North Carolina
27514
IN WITNESS WHEREOF, I have hereunto set my hand this the 23 day of
February, 1982.
/s/ Dennis B. Gillings
----------------------
DENNIS B. GILLINGS
NORTH CAROLINA
ORANGE COUNTY
I, Lori O'Neal, a Notary Public for said County and State, do hereby
certify that Dennis B. Gillings, personally appeared before me this day and
acknowledged the due execution of the foregoing instrument.
Witness my hand and official seal this the 23 day of February 1982.
/s/ Lori O'Neal
---------------------------
Notary Public
[Seal]
My commission expires: June 27, 1983
Page Two
ARTICLES OF AMENDMENT
TO THE CHARTER OF
QUINTILES, INC.
The undersigned corporation hereby executes these Articles of Amendment
for the purpose of amending its charter:
1. The name of the corporation is Quintiles, Inc.
2. The following amendment to the charter of the corporation was
adopted by its shareholders on the 27th day of October, 1986, in the manner
prescribed by law: Paragraph 4 is amended to read:
4. The Corporation shall have authority to
issue 1,500,000 shares with the par value of $.0666
per share.
3. The number of shares of the corporation outstanding at the
time of such adoption was 30,000; and the number of shares entitled to vote
thereon was 30,000.
4. The designation and number of outstanding shares of each class
entitled to vote on such amendment as a class were as follows:
Class Number of Shares
- ----- ----------------
Common 30,000
5. The number of shares voted for such amendment was 30,000; and
the number of shares voted against such amendment was none. Voting within each
class entitled to vote as a class was as follows:
Number of Shares Vote
Class For Against
Common 30,000 0
6. Any exchange, reclassification or cancellation of issued
shares will be effected in the following manner:
Holders of issued and outstanding shares will
surrender their shares in exchange for new shares to
be issued in the ratio of fifteen new shares for each
share surrendered.
7. The amendment herein effected does not give rise to
dissenter's rights to payment for the reason that the only effect of such
amendment is to reduce the par value of shares and increase the number of shares
the corporation is authorized to issue.
IN WITNESS WHEREOF, these articles are signed by the president and
secretary of the corporation this 10th day of November, 1986.
QUINTILES, INC.
BY: /s/ Dennis Gillings
----------------------------------
PRESIDENT
BY: /s/ William A. Sollecito
-----------------------------------
SECRETARY
STATE OF NORTH CAROLINA
COUNTY OF ORANGE
I, Cynthia D. Baker , a Notary Public, hereby certify that on
this 10th day of November, 1986, personally appeared before me Dennis
Gillings and William A. Sollecito, each of whom being by me first duly
sworn, declared that he signed the foregoing documents in the capacity
indicated, that he was authorized so to sign, and that the statements
therein contained are true.
My Commission Expires: 9/15/91 /s/ Cynthia D. Baker
[SEAL] --------------------
Notary Public
ARTICLES OF AMENDMENT
TO THE CHARTER OF
QUINTILES, INC.
The undersigned corporation hereby executes these Articles of Amendment
for the purpose of amending its charter:
1. The name of the corporation is Quintiles, Inc.
2. The following amendment to the charter of the corporation was
adopted by its shareholders on the 1st day of June, 1990, in the manner
prescribed by law: Paragraph 4 is amended to read:
4. The Corporation shall have authority to
issue 10,000,000 shares with the par value
of $.01 per share.
3. The number of shares of the corporation outstanding at the
time of such adoption was 600,513; and the number of shares entitled to vote
thereon was 600,513.
4. The designation and number of outstanding shares of each class
entitled to vote on such amendment as a class were as follows:
Class Number of shares
- ----- ----------------
Common 600,513
5. The number of shares voted for such amendment was 600,513; and
the number of shares voted against such amendment was none. Voting within each
class entitled to vote as a class was as follows:
Number of Shares Vote
---------------------
Class For Against
- -----
Common 600,513 0
6. Any exchange, reclassification or cancellation of issued
shares will be effected in the following manner:
Holders of issued and outstanding shares will
surrender their shares in exchange for new shares to
be issued in the ratio of twenty new shares for each
three shares surrendered.
7. The amendment herein effected does not give rise to
dissenter's rights to payment for the reason that the only effect of such
amendment is to reduce the par value of shares and increase the number of shares
the corporation is authorized to issue.
IN WITNESS WHEREOF, these articles are signed by the president and
secretary of the corporation this 7 day of August, 1990.
QUINTILES, INC.
BY: /s/ Dennis Gillings
--------------------------------
PRESIDENT - Dennis Gillings
[Seal]
BY: /s/ William A. Sollecito
--------------------------------
SECRETARY - William A. Sollecito
STATE OF NORTH CAROLINA
COUNTY OF WAKE
I, LaSharon B. Lee, a Notary Public, hereby certify that on this 7 day
of August, 1990, personally appeared before me William A. Sollecito and Dennis
Gillings, each of whom being by me first duly sworn, declared that he signed
the foregoing documents in the capacity indicated, that he was authorized to so
sign, and that the statements therein contained are true.
My Commission Expires: November 5, 1992 /s/ LaSharon B. Lee
[SEAL] ---------------------
Notary Public
ARTICLES OF MERGER
OF
QUINTILES BRI, INC.
INTO
QUINTILES, INC.
Quintiles, Inc., a North Carolina corporation (the "Surviving
Corporation"), a wholly-owned subsidiary of Quintiles Transnational Corp., a
North Carolina corporation (the "Parent"), hereby submits these Articles of
Merger for the purpose of merging Quintiles BRI, Inc., a North Carolina
corporation (the "Company"), and also a wholly-owned subsidiary of the Parent,
with and into the Surviving Corporation:
1. The Plan of Merger is attached as Exhibit A hereto.
2. The attached Plan of Merger was duly approved in the manner
prescribed by Chapter 55 of the General Statutes of North
Carolina by the boards of directors of the Company and the
Surviving Corporation and by the sole shareholder of the
Company and the Surviving Corporation.
3. These Articles of Merger will be effective at 12:01 a.m. on
January 1, 1998.
This the 31st day of December, 1997.
QUINTILES, INC.
By: /s/ James T. Ogle
-------------------------------
Name: James T. Ogle
Title: President
EXHIBIT A
PLAN OF MERGER
THIS PLAN OF MERGER (this "Plan of Merger") is made and dated as of
December 31, 1997, by and among Quintiles, Inc., a North Carolina corporation
(the "Surviving Corporation"), a wholly-owned subsidiary of Quintiles
Transnational Corp., a North Carolina corporation (the "Parent"), and Quintiles
BRI, Inc., a North Carolina corporation (the "Company"), also a wholly-owned
subsidiary of the Parent.
W I T N E S S E T H:
WHEREAS, the Parent, the Company and the Surviving Corporation desire
to effect the merger of the Company with and into the Surviving Corporation upon
the terms set forth herein; and
WHEREAS, the boards of directors of the Company and the Surviving
Corporation, and the sole shareholder of the Company and the Surviving
Corporation, by consent, duly approved this Plan of Merger;
NOW, THEREFORE, the parties hereto do hereby approve and adopt this
Plan of Merger for the purpose of setting forth the terms and conditions of the
merger referred to above and the means of carrying the same into effect.
ARTICLE I
THE MERGER
1.1 Merger. The Company shall be merged with and into the
Surviving Corporation (the "Merger") pursuant to Article 11 of the North
Carolina Business Corporation Act, as amended (the "NCBCA").
1.2 Effective Time. The Merger shall be effected by the filing of
articles of merger with the Secretary of State of the State of North Carolina in
accordance with the provisions of Article 11 of the NCBCA. The Merger shall
become effective at 12:01 a.m. on January 1, 1998, on which date the articles of
merger shall be filed with the North Carolina Secretary of State. The time and
date when the Merger shall become effective is herein referred to as the
"Effective Time".
1.3 Effect of the Merger. At the Effective Time, the separate
corporate existence of the Company shall cease, and the Surviving Corporation
shall continue its corporate existence under the laws of the State of North
Carolina and shall thereupon and thereafter possess all of the rights,
privileges, immunities, powers and franchises of each of the Company and the
Surviving Corporation; all of the property, real, personal and mixed, and every
other asset of the Company and the Surviving Corporation shall vest in the
Surviving Corporation without further act or deed; the Surviving Corporation
shall assume and be liable for all the liabilities and obligations of the
Company and the Surviving Corporation; and all other effects of the Merger
specified in Section 55-11-06 of the NCBCA shall result therefrom. After the
Merger, the Surviving Corporation will continue to have the name Quintiles, Inc.
ARTICLE II
CONVERSION AND ISSUANCE OF SHARES
2.1 Conversion of Shares.
Immediately upon the Effective Time, each issued and
outstanding share of the common stock of the Company shall be cancelled, and
thereafter the shares of common stock of the Surviving Corporation currently
held by the Parent shall evidence the Parent's ownership of one hundred percent
(100%) of all equity interests in the merged corporations. The outstanding
shares of the Surviving Corporation will not be converted, exchanged or altered
in any manner as a result of the merger and will remain outstanding as shares of
the Surviving Corporation.
ARTICLE III
ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS AND OFFICERS
3.1 Articles of Incorporation and Bylaws. The Articles of
Incorporation and Bylaws of the Surviving Corporation shall be identical to the
Articles of Incorporation and Bylaws of the Surviving Corporation in effect
immediately prior to the Effective Time, until thereafter amended as provided by
law.
3.2 Directors and Officers. The directors and officers of the
Surviving Corporation immediately prior to the Effective Time shall remain in
office and shall continue to hold office until their respective successors shall
have been elected and qualified as provided in the bylaws of the Surviving
Corporation or by law.
ARTICLE IV
AMENDMENT
4.1 Amendment. This Plan of Merger may be amended by the parties
hereto, by action taken by their respective boards of directors. This Plan of
Merger may not be amended except by an instrument in writing signed on behalf of
each of the parties hereto.
ARTICLE V
MISCELLANEOUS
5.1 Headings. The article and section captions used herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Plan of Merger.
5.2 Counterparts. This Plan of Merger may be executed in two or
more counterparts, all of which taken together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have caused their respective corporate
names to be hereunder subscribed by their respective officers thereunto duly
authorized, all as of the day and year first above written.
QUINTILES, INC.
By: /s/ James T. Ogle
---------------------------
Name: James T. Ogle
Title: President
QUINTILES BRI, INC.
By: /s/ James T. Ogle
---------------------------
Name: James T. Ogle
Title: President
ARTICLES OF MERGER
OF
BCA CORP.
INTO
QUINTILES, INC.
Quintiles, Inc., a North Carolina corporation (the "Surviving
Corporation"), a wholly-owned subsidiary of Quintiles Transnational Corp., a
North Carolina corporation (the "Parent"), hereby submits these Articles of
Merger for the purpose of merging BCA Corp., a North Carolina corporation (the
"Company"), and also a wholly-owned subsidiary of the Parent, with and into the
Surviving Corporation:
1. The Plan of Merger is attached as Exhibit A hereto.
2. The attached Plan of Merger was duly approved in the manner
prescribed by Chapter 55 of the General Statutes of North
Carolina by the boards of directors of the Company and the
Surviving Corporation and by the sole shareholder of the
Company and the Surviving Corporation.
3. These Articles of Merger will be effective at 12:01 a.m. on
April 28, 1999.
This the 23rd day of April, 1999.
THE LEWIN GROUP, INC.
By: /s/ James T. Ogle
----------------------
Name: James T. Ogle
Title: President
EXHIBIT A
PLAN OF MERGER
THIS PLAN OF MERGER (this "Plan of Merger") is made and dated as of
April 22, 1999, by and among Quintiles, Inc., a North Carolina corporation (the
"Surviving Corporation"), a wholly-owned subsidiary of Quintiles Transnational
Corp., a North Carolina corporation (the "Parent"), and BCA Corp., a North
Carolina corporation (the "Company"), also a wholly-owned subsidiary of the
Parent.
W I T N E S S E T H:
WHEREAS, the Parent, the Company and the Surviving Corporation desire
to effect the merger of the Company with and into the Surviving Corporation upon
the terms set forth herein; and
WHEREAS, the boards of directors of the Company and the Surviving
Corporation, and the sole shareholder of the Company and the Surviving
Corporation, by consent, duly approved this Plan of Merger;
NOW, THEREFORE, the parties hereto do hereby approve and adopt this
Plan of Merger for the purpose of setting forth the terms and conditions of the
merger referred to above and the means of carrying the same into effect.
ARTICLE I
THE MERGER
1.1 Merger. The Company shall be merged with and into the
Surviving Corporation (the "Merger") pursuant to Article 11 of the North
Carolina Business Corporation Act, as amended (the "NCBCA").
1.2 Effective Time. The Merger shall be effected by the filing of
articles of merger with the Secretary of State of the State of North Carolina in
accordance with the provisions of Article 11 of the NCBCA. The Merger shall
become effective at 12:01 a.m. on April __, 1999, on which date the articles of
merger shall be filed with the North Carolina Secretary of State. The time and
date when the Merger shall become effective is herein referred to as the
"Effective Time".
1.3 Effect of the Merger. At the Effective Time, the separate
corporate existence of the Company shall cease, and the Surviving Corporation
shall continue its corporate existence under the laws of the State of North
Carolina and shall thereupon and thereafter possess all of the rights,
privileges, immunities, powers and franchises of each of the Company and the
Surviving Corporation; all of the property, real, personal and mixed, and every
other asset of the Company and the Surviving Corporation shall vest in the
Surviving Corporation without further act or deed;
the Surviving Corporation shall assume and be liable for all the liabilities and
obligations of the Company and the Surviving Corporation; and all other effects
of the Merger specified in Section 55-11-06 of the NCBCA shall result therefrom.
After the Merger, the Surviving Corporation will continue to have the name
Quintiles, Inc.
ARTICLE II
CONVERSION AND ISSUANCE OF SHARES
2.1 Conversion of Shares.
Immediately upon the Effective Time, each issued and
outstanding share of the common stock of the Company shall be cancelled, and
thereafter the shares of common stock of the Surviving Corporation currently
held by the Parent shall evidence the Parent's ownership of one hundred percent
(100%) of all equity interests in the merged corporations. The outstanding
shares of the Surviving Corporation will not be converted, exchanged or altered
in any manner as a result of the merger and will remain outstanding as shares of
the Surviving Corporation.
ARTICLE III
ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS AND OFFICERS
3.1 Articles of Incorporation and Bylaws. The Articles of
Incorporation and Bylaws of the Surviving Corporation shall be identical to the
Articles of Incorporation and Bylaws of the Surviving Corporation in effect
immediately prior to the Effective Time, until thereafter amended as provided by
law.
3.2 Directors and Officers. The directors and officers of the
Surviving Corporation immediately prior to the Effective Time shall remain in
office and shall continue to hold office until their respective successors shall
have been elected and qualified as provided in the bylaws of the Surviving
Corporation or by law.
ARTICLE IV
AMENDMENT
4.1 Amendment. This Plan of Merger may be amended by the parties
hereto, by action taken by their respective boards of directors. This Plan of
Merger may not be amended except by an instrument in writing signed on behalf of
each of the parties hereto.
ARTICLE V
MISCELLANEOUS
5.1 Headings. The article and section captions used herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Plan of Merger.
5.2 Counterparts. This Plan of Merger may be executed in two or
more counterparts, all of which taken together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have caused their respective corporate
names to be hereunder subscribed by their respective officers thereunto duly
authorized, all as of the day and year first above written.
QUINTILES, INC.
By: /s/ James T. Ogle
---------------------------
Name: James T. Ogle
Title: President
BCA CORP.
By: /s/ Gregory D. Porter
------------------------------
Name: Gregory D. Porter
Title: Vice President
ARTICLES OF MERGER
OF
QUINTILES CVA, INC.
INTO
QUINTILES, INC.
Quintiles, Inc., a North Carolina corporation (the "Surviving
Corporation"), a wholly-owned subsidiary of Quintiles Transnational Corp., a
North Carolina corporation (the "Parent"), hereby submits these Articles of
Merger for the purpose of merging Quintiles CVA, Inc., a North Carolina
corporation (the "Company"), and also a wholly-owned subsidiary of the Parent,
with and into the Surviving Corporation:
1. The Plan of Merger is attached as Exhibit A hereto.
2. The attached Plan of Merger was duly approved in the manner
prescribed by Chapter 55 of the General Statutes of North
Carolina by the boards of directors of the Company and the
Surviving Corporation and by the sole shareholder of the
Company and the Surviving Corporation.
3. These Articles of Merger will be effective at 12:01 a.m. on
July 1, 1999.
This the 29th day of June, 1999.
QUINTILES, INC.
By: /s/ Gregory D. Porter
-----------------------------------
Name: Gregory D. Porter
Title: Vice President and Secretary
EXHIBIT A
PLAN OF MERGER
THIS PLAN OF MERGER (this "Plan of Merger") is made and dated as of
June 25, 1999, by and among Quintiles, Inc., a North Carolina corporation (the
"Surviving Corporation"), a wholly-owned subsidiary of Quintiles Transnational
Corp., a North Carolina corporation (the "Parent"), and Quintiles CVA, Inc., a
North Carolina corporation (the "Company"), also a wholly-owned subsidiary of
the Parent.
W I T N E S S E T H:
WHEREAS, the Parent, the Company and the Surviving Corporation desire
to effect the merger of the Company with and into the Surviving Corporation upon
the terms set forth herein; and
WHEREAS, the boards of directors of the Company and the Surviving
Corporation, and the sole shareholder of the Company and the Surviving
Corporation, by consent, duly approved this Plan of Merger;
NOW, THEREFORE, the parties hereto do hereby approve and adopt this
Plan of Merger for the purpose of setting forth the terms and conditions of the
merger referred to above and the means of carrying the same into effect.
ARTICLE I
THE MERGER
1.1 Merger. The Company shall be merged with and into the
Surviving Corporation (the "Merger") pursuant to Article 11 of the North
Carolina Business Corporation Act, as amended (the "NCBCA").
1.2 Effective Time. The Merger shall be effected by the filing of
articles of merger with the Secretary of State of the State of North Carolina in
accordance with the provisions of Article 11 of the NCBCA. The Merger shall
become effective at 12:01 a.m. on July 1, 1999, on or prior to which date the
articles of merger shall be filed with the North Carolina Secretary of State.
The time and date when the Merger shall become effective is herein referred to
as the "Effective Time".
1.3 Effect of the Merger. At the Effective Time, the separate
corporate existence of the Company shall cease, and the Surviving Corporation
shall continue its corporate existence under the laws of the State of North
Carolina and shall thereupon and thereafter possess all of the rights,
privileges, immunities, powers and franchises of each of the Company and the
Surviving Corporation; all of the property, real, personal and mixed, and every
other asset of the Company and the Surviving Corporation shall vest in the
Surviving Corporation without further act or deed;
the Surviving Corporation shall assume and be liable for all the liabilities and
obligations of the Company and the Surviving Corporation; and all other effects
of the Merger specified in Section 55-11-06 of the NCBCA shall result therefrom.
After the Merger, the Surviving Corporation will continue to have the name
Quintiles, Inc.
ARTICLE II
CONVERSION AND ISSUANCE OF SHARES
2.1 Conversion of Shares.
Immediately upon the Effective Time, each issued and
outstanding share of the common stock of the Company shall be cancelled, and
thereafter the shares of common stock of the Surviving Corporation currently
held by the Parent shall evidence the Parent's ownership of one hundred percent
(100%) of all equity interests in the merged corporations. The outstanding
shares of the Surviving Corporation will not be converted, exchanged or altered
in any manner as a result of the merger and will remain outstanding as shares of
the Surviving Corporation.
ARTICLE III
ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS AND OFFICERS
3.1 Articles of Incorporation and Bylaws. The Articles of
Incorporation and Bylaws of the Surviving Corporation shall be identical to the
Articles of Incorporation and Bylaws of the Surviving Corporation in effect
immediately prior to the Effective Time, until thereafter amended as provided by
law.
3.2 Directors and Officers. The directors and officers of the
Surviving Corporation immediately prior to the Effective Time shall remain in
office and shall continue to hold office until their respective successors shall
have been elected and qualified as provided in the bylaws of the Surviving
Corporation or by law.
ARTICLE IV
AMENDMENT
4.1 Amendment. This Plan of Merger may be amended by the parties
hereto, by action taken by their respective boards of directors. This Plan of
Merger may not be amended except by an instrument in writing signed on behalf of
each of the parties hereto.
ARTICLE V
MISCELLANEOUS
5.1 Headings. The article and section captions used herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Plan of Merger.
5.2 Counterparts. This Plan of Merger may be executed in two or
more counterparts, all of which taken together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have caused their respective corporate
names to be hereunder subscribed by their respective officers thereunto duly
authorized, all as of the day and year first above written.
QUINTILES, INC.
By: /s/ James T. Ogle
---------------------------
Name: James T. Ogle
Title: President
QUINTILES CVA, INC.
By: /s/ Gregory D. Porter
------------------------------
Name: Gregory D. Porter
Title: Executive Vice President
ARTICLES OF MERGER
OF
INTELLIGENT IMAGING, INC.
INTO
QUINTILES, INC.
Quintiles, Inc., a North Carolina corporation (the "Surviving
Corporation"), hereby submits these Articles of Merger for the purpose of
merging Intelligent Imaging, Inc., a Delaware corporation, with and into the
Surviving Corporation:
1. The Agreement and Plan of Merger is attached as Exhibit A
hereto.
2. The attached Agreement and Plan of Merger was duly approved in
the manner prescribed by Chapter 55 of the General Statutes of
North Carolina by the board of directors and shareholder of
the Surviving Corporation and in the manner prescribed by the
Delaware General Corporation Law by the board of directors and
shareholder of Intelligent Imaging, Inc.
3. These Articles of Merger will be effective at 12:01 a.m. on
July 1, 1999.
This the 29th day of June, 1999.
QUINTILES, INC.
By: /s/ Gregory D. Porter
-----------------------------------
Name: Gregory D. Porter
Title: Vice President and Secretary
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "Plan of Merger") is made and
dated as of June 25, 1999, by and among Quintiles, Inc., a North Carolina
corporation (the "Surviving Corporation"), and Intelligent Imaging, Inc., a
Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company and the Surviving Corporation desire to effect the
merger of the Company with and into the Surviving Corporation upon the terms set
forth herein; and
WHEREAS, the boards of directors and the shareholders of the Company
and the Surviving Corporation, by consent, duly approved this Plan of Merger;
NOW, THEREFORE, the parties hereto do hereby approve and adopt this
Plan of Merger for the purpose of setting forth the terms and conditions of the
merger referred to above and the means of carrying the same into effect.
ARTICLE I
THE MERGER
1.1 Merger. The Company shall be merged with and into the
Surviving Corporation (the "Merger") pursuant to Article 11 of the North
Carolina Business Corporation Act, as amended (the "NCBCA"), and Section 252 of
the Delaware General Corporation Law (the "DGCL").
1.2 Effective Time. The Merger shall be effected by the filing of
articles of merger with the Secretary of State of the State of North Carolina
and a certificate of merger with the Secretary of State of the State of Delaware
in accordance with the provisions of Article 11 of the NCBCA and Section 252 of
the DGCL, respectively. The Merger shall become effective at 12:01 a.m. on July
1, 1999, on or prior to which date the articles of merger shall be filed with
the North Carolina Secretary of State and the certificate of merger shall be
filed with the Delaware Secretary of State. The time and date when the Merger
shall become effective is herein referred to as the "Effective Time".
1.3 Effect of the Merger. At the Effective Time, the separate
corporate existence of the Company shall cease, and the Surviving Corporation
shall continue its corporate existence under the laws of the State of North
Carolina and shall thereupon and thereafter possess all of the rights,
privileges, immunities, powers and franchises of each of the Company and the
Surviving Corporation; all of the property, real, personal and mixed, and every
other asset of the Company and the Surviving Corporation shall vest in the
Surviving Corporation without further act or deed; the Surviving Corporation
shall assume and be liable for all the liabilities and obligations of the
Company and the Surviving Corporation; and all other effects of the Merger
specified in the NCBCA and the DGCL shall result therefrom. After the Merger,
the Surviving Corporation will continue to have the name Quintiles, Inc.
ARTICLE II
CONVERSION AND ISSUANCE OF SHARES
2.1 Conversion of Shares.
Immediately upon the Effective Time, each issued and
outstanding share of the common stock of the Company shall be cancelled, and
thereafter the shares of common stock of the Surviving Corporation currently
held by the Parent shall evidence the Parent's ownership of one hundred percent
(100%) of all equity interests in the merged corporations. The outstanding
shares of the Surviving Corporation will not be converted, exchanged or altered
in any manner as a result of the merger and will remain outstanding as shares of
the Surviving Corporation.
ARTICLE III
ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS AND OFFICERS
3.1 Articles of Incorporation and Bylaws. The Articles of
Incorporation and Bylaws of the Surviving Corporation shall be identical to the
Articles of Incorporation and Bylaws of the Surviving Corporation in effect
immediately prior to the Effective Time, until thereafter amended as provided by
law.
3.2 Directors and Officers. The directors and officers of the
Surviving Corporation immediately prior to the Effective Time shall remain in
office and shall continue to hold office until their respective successors shall
have been elected and qualified as provided in the bylaws of the Surviving
Corporation or by law.
ARTICLE IV
AMENDMENT
4.1 Amendment. This Plan of Merger may be amended by the parties
hereto, by action taken by their respective boards of directors. This Plan of
Merger may not be amended except by an instrument in writing signed on behalf of
each of the parties hereto.
ARTICLE V
MISCELLANEOUS
5.1 Headings. The article and section captions used herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Plan of Merger.
5.2 Counterparts. This Plan of Merger may be executed in two or
more counterparts, all of which taken together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have caused their respective corporate
names to be hereunder subscribed by their respective officers thereunto duly
authorized, all as of the day and year first above written.
QUINTILES, INC.
By: /s/ James T. Ogle
-----------------------
Name: James T. Ogle
Title: President
INTELLIGENT IMAGING, INC.
By: /s/ Gregory D. Porter
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Name: Gregory D. Porter
Title: Vice President