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Exhibit 2.2
ARTICLES OF MERGER
BETWEEN JET AVIATION TRADING, INC. AND
SCHUYLKILL ACQUISITION CORP.
Pursuant to the requirements of Section 607.1105 of the Florida
Corporation Act, the undersigned Joseph J. Nelson, President, of Jet Aviation
Trading, Inc. and Michael J. Cirillo, President, of Schuylkill Acquisition
Corp., hereby certify:
FIRST: That the names of the constituent corporations are Jet Aviation
Trading, Inc. and Schuylkill Acquisition Corp. and the name of surviving
corporation will be Schuylkill Acquisition Corp., the name of which shall, on
the effective date of the merger, be changed to Jet Aviation Trading, Inc.
SECOND: The plan of merger is that on the effective date of the merger
each then outstanding share of common stock of Jet Aviation Trading, Inc., shall
cease to be an existing and issued share by virtue of the merger and without any
action on the part of Schuylkill Acquisition Corp., Jet Aviation Trading, Inc.
or the holder thereof shall be canceled in exchange for one share of common
stock of Schuylkill Acquisition Corp.
THIRD: That the merger shall be and become effective upon the filing of
these Articles of Merger with the Secretary of State of Florida.
FOURTH: That the merger was authorized by the Board of Directors of Jet
Aviation Trading, Inc. by unanimous written consent on July 14, 1997, and that
the merger was authorized
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by the Board of Directors of Schuylkill Acquisition Corp. by unanimous written
consent on July 14, 1977.
FIFTH: That the merger was authorized by the shareholders of Jet
Aviation Trading, Inc., by written consent of a majority of the shareholders of
the issued and outstanding stock on July 17, 1997, and that approval by the
stockholders of Schuylkill Acquisition Corp. was not required pursuant to
Florida Statutes ss.607.1103.
IN WITNESS WHEREOF, we hereunto sign our names and affix our seals this
17 day of July, 1997.
JET AVIATION TRADING, INC.
By: /s/ Joseph Nelson
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Joseph Nelson, President
SCHUYLKILL ACQUISITION CORP.
By: /s/ Michael J. Cirillo
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Michael J. Cirillo, President
STATE OF FLORIDA )
:ss
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this day of July,
1997 by JOSEPH NELSON, President of Jet Aviation Trading, Inc., a Florida
corporation, who is personally known to me or who produced N/A as
identification, and who did/did not take an oath.
Marion N. Koliniatis /s/ Marion N. Koliniatis
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Typed, Printed or Stamped Notary Public -- State of
Name of Notary Public Florida at large
My Commission expires: 6/7/99 [SEAL]
[NOTARY CERTIFICATES CONTINUED ON FOLLOWING PAGE]
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STATE OF NEW YORK )
:ss
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me this 15th day of
July, 1997 by MICHAEL J. CIRILLO, President of Schuylkill Acquisition Corp., a
Florida corporation, who is personally known to me or who produced a passport as
identification, and who did/did not take an oath.
MARIO PAGAN /s/ MARIO PAGAN
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Typed, Printed or Stamped Notary Public -- State of New York
Name of Notary Public
[SEAL]
MARIO PAGAN
Notary Public State of New York
No. 01PA5058118
Qualified in New York County
Commission Expires April 1, 1998
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