1
EXHIBIT 3.17
ARTICLES OF INCORPORATION
OF
AUTOMATION ATWORK
I
The name of the corporation is: AUTOMATION ATWORK.
II
The purpose of the corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
III
The name and address in the State of California of the corporation's
initial agent for the service of process, is:
Lee D. Stimmel
100 Bush Street, Suite 2712
San Francisco, CA 94104
IV
The corporation is authorized to issue only one class of shares of stock
and the total number of shares which the corporation is authorized to issue is
10,000.
Dated this 8th day of April, 1983.
/s/ Lee D. Stimmel
--------------------------------------
Lee D. Stimmel
I hereby declare that I am the person who executed the foregoing Articles
of Incorporation which execution is my act and deed.
/s/ Lee D. Stimmel
--------------------------------------
Lee D. Stimmel
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AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER is made as of this 17th day of March, 1995, among
MEDAPHIS CORPORATION, a Delaware corporation ("Med"), BULLSUB, INC., a Georgia
corporation and a wholly owned subsidiary of Med ("BullSub"), and AUTOMATION
ATWORK, a California corporation ("Atwork") (BullSub and Atwork hereinafter
collectively referred to as the "Constituent Corporations").
RECITALS
A. BullSub was duly incorporated as a Georgia corporation on January 24,
1995. The authorized capital of BullSub consists of 1,000 shares of common
stock, $.01 par value ("BullSub Capital Stock"), of which 100 shares are issued
and outstanding and owned by Med.
B. Atwork was duly incorporated as a California corporation on April 11,
1983. The authorized capital of Atwork consists of 10,000 shares of capital
stock ("Atwork Capital Stock"), of which 200 shares are issued and outstanding.
C. The Constituent Corporations and others have entered into a Merger
Agreement dated as of January 29, 1995 (the "Merger Agreement"), setting forth
certain representations, warranties and agreements relating to the merger of
BullSub with and into Atwork (the "Merger"), with Atwork surviving the Merger
(the "Surviving Corporation").
D. The Boards of Directors of Med, BullSub and Atwork deem the Merger
desirable and in the best interests of their respective corporations and
shareholders or stockholders, as the case may be, and have approved the Merger.
E. The approval of the Merger also requires the approval of the holders
of more than 50% of the shares of Atwork Capital Stock entitled to vote, and of
Med, as the sole shareholder of BullSub. The Boards of Directors of the
Constituent Corporations have submitted the principal terms of the Merger to
their respective shareholders and received the requisite shareholder approval.
Accordingly, in consideration of the mutual covenants contained herein,
the parties agree as follows:
ARTICLE I
1.1 The Merger. At the Effective Time (as hereinafter defined),
BullSub shall be merged with and into Atwork, and Atwork shall be the Surviving
Corporation and the separate corporate existence of BullSub shall cease. The
Surviving Corporation shall thereupon succeed, without other transfer, to all
the rights and property of BullSub and shall be subject to all the debts and
liabilities of BullSub in the same manner as if the Surviving Corporation had
itself incurred them. All rights of creditors and all liens upon the property
of each of the
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Constituent Corporations shall be preserved unimpaired, provided that such
liens upon property of BullSub shall be limited to the property affected
thereby immediately prior to the Effective Time. Any action or proceeding
pending by or against BullSub may be prosecuted to judgment, which shall bind
the Surviving Corporation, or the Surviving Corporation may be proceeded
against or substituted in its place.
1.2 Effective Time. The date when the Merger becomes effective is
referred to in this Agreement as the "Effective Time" of the Merger. The
Effective Time shall be the date of the filing of this Agreement with the
California Secretary of State.
ARTICLE II
2.1 Articles of Incorporation and Bylaws. The Articles of Incorporation
and Bylaws of Atwork, as amended to and including the Effective Time, shall be
the Articles of Incorporation and Bylaws of the Surviving Corporation following
the Effective Time, until changed as provided by law and their respective
provisions. The name of the Surviving Corporation shall, from and after the
Effective Time, be and continue to be AUTOMATION ATWORK until changed in
accordance with applicable law.
ARTICLE III
3.1 Conversion of Securities.
(a) Atwork Capital Stock. As of the Effective Time, by virtue of
the Merger and without any action on the part of any holder thereof:
(1) Subject to Section 3.1(b), each share of Atwork Capital
Stock issued and outstanding immediately prior to the Effective Time shall be
converted into the right to receive the number of shares of voting common
stock, par value $.01 per share, of Med ("Med Stock") as are equal to the
Atwork Conversion Amount (as hereinafter defined).
(2) Each share of BullSub Capital Stock that is issued and
outstanding immediately prior to the Effective Time shall be converted into one
share of common stock, no par value, of the Surviving Corporation.
(b) Fractional Share. No scrip or fractional shares of Med Stock
will be issued, but the holder who would otherwise be entitled to such
fractional share shall be entitled to receive in cash an amount equal to the
value of such fractional interest determined in the manner set forth in the
Merger Agreement.
(c) Exchange of Atwork Capital Stock.
(1) On or prior to the Closing Date (as defined in the Merger
Agreement), Med shall make available to each record holder who, as of the
Effective Time, was a holder of an outstanding certificate or certificates
which immediately prior to the Effective Time represented shares of Atwork
Capital Stock (the "Certificate" or "Certificates"), a form
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of letter of transmittal and instructions for use in effecting the surrender of
the Certificates for payment therefor and conversion thereof. Delivery shall be
effected, and risk of loss and title to the Certificates shall pass, only upon
proper delivery of the Certificates to Med and the form of letter of
transmittal shall so reflect. Upon surrender to Med of a Certificate, together
with such letter of transmittal duly executed, the holder of such Certificate
shall be entitled to receive in exchange therefor (i) one or more certificates
as requested by the holder (properly issued, executed and countersigned, as
appropriate) representing that number of whole shares of Med Stock to which
such holder of Atwork Capital Stock shall have become entitled pursuant to the
provisions of Section 3.1(a), and (ii) as to any fractional share, a check
representing the cash consideration to which such holder shall have become
entitled pursuant to Section 3.1(b), and the Certificate so surrendered shall
forthwith be cancelled. No interest will be paid or accrued on the cash payable
upon the surrender of the Certificates. If any portion of the consideration to
be received pursuant to Sections 3.1(a) and 3.1(b) upon exchange of a
Certificate (whether a certificate representing shares of Med Stock or by check
representing cash for a fractional share) is to be issued or paid to a person
other than the person in whose name the Certificate surrendered in exchange
therefor is registered, it shall be a condition of such issuance and payment
that the Certificate so surrendered shall be properly endorsed or otherwise in
proper form for transfer and that the person requesting such exchange shall pay
in advance any transfer or other taxes required by reason of the issuance of a
certificate representing shares of Med Stock or a check representing cash for a
fractional share to such other person or establish to the satisfaction of Med
that such tax has been paid or that such tax is not applicable. From the
Effective Time until surrender in accordance with the provisions of this
Section 3.1(c), each Certificate shall represent for all purposes only the
right to receive the consideration provided in Sections 3.1(a) and 3.1(b). All
payments in respect of shares of Atwork Capital Stock that are made in
accordance with the terms hereof shall be deemed to have been made in full
satisfaction of all rights pertaining to such securities.
(2) In the case of any lost, mislaid, stolen or destroyed
Certificate, the holder thereof may be required, as a condition precedent to
delivery to such holder of the consideration described in Sections 3.1(a) and
3.1(b), to deliver to Med a bond in such reasonable sum or a satisfactory
indemnity agreement as Med may direct as indemnity against any claim that may
be made against Med or the Surviving Corporation with respect to the
Certificate alleged to have been lost, mislaid, stolen or destroyed.
(3) After the Effective Time, there shall be no transfers on
the stock transfer books of the Surviving Corporation of the shares of Atwork
Capital Stock that were outstanding immediately prior to the Effective Time.
If, after the Effective Time, Certificates are presented to the Surviving
Corporation for transfer, they shall be cancelled and exchanged for the
consideration described in Sections 3.1(a) and 3.1(b).
(4) Any shares of Med Stock or cash due former shareholders of
Atwork pursuant to Sections 3.1(a) and 3.1(b) that remains unclaimed by such
former shareholders for six months after the Effective Time shall be held by
Med and any former holder of Atwork Capital Stock who has not theretofore
complied with Section 3.1(c)(1) shall thereafter look only to Med for issuance
of the number of shares of Med Stock and other consideration to which such
holder has become entitled pursuant to the provisions of Sections 3.1(a) and
3.1(b);
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provided, however, that neither Med nor any party hereto shall be liable to a
former holder of shares of Atwork Capital Stock for any amount required to be
paid to a public official pursuant to any applicable abandoned property,
escheat or similar law.
(d) Conversion Amount and Adjustment Event.
(1) The "Atwork Conversion Amount" shall be equal to the number
obtained by dividing (i) 3,994,000 by (ii) the number of shares of Atwork
Capital Stock issued and outstanding immediately prior to the Effective Time.
(2) In the event of any change in Med Stock or Atwork Capital
Stock between the date of this Agreement and the Effective Time by reason of
any stock dividend, stock split, subdivision, reclassification,
recapitalization, combination, exchange of shares or the like (an "Adjustment
Event"), the Atwork Conversion Amount shall be appropriately adjusted so that
each holder of Atwork Capital Stock will receive in the Merger the same
proportionate amount of Med Stock such holder would have been entitled to
receive if the Effective Time had been immediately prior to such Adjustment
Event.
ARTICLE IV
4.1 Governing Law. This Agreement shall be governed in all respects,
including, but not limited to, validity, interpretation, effect and performance,
by the laws of the State of California.
4.2 Section Headings. The Section headings contained in this Agreement
have been inserted for convenience of reference only and shall not affect the
meaning or interpretation of this Agreement.
4.3 Counterparts. In order to facilitate the filing and recording of
this Agreement, the same may be executed in any number of counterparts, each of
which shall be deemed to be an original but all of which shall be considered
one and the same agreement.
4.4 Further Assurances. If, at any time after the Merger, any further
action is necessary or desirable to carry out the purposes of this Agreement
and to vest the Surviving Corporation with full right, title and possession to
all assets, property, rights, privileges, powers and franchises of BullSub, the
officers of the Surviving Corporation are fully authorized in the name of
BullSub or otherwise to take, and will take, all such necessary or desirable
action.
4.5 Dispute Resolution. Any controversy or claim arising out of or
relating to this Agreement shall be handled in the manner contemplated in the
Merger Agreement.
4.6 Abandonment of Merger. The respective Boards of Directors of the
Constituent Corporations will have the power in their discretion to abandon the
Merger provided
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for herein prior to the filing of this Agreement and the Georgia Certificate of
Merger with the California and Georgia Secretaries of State, respectively.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
MEDAPHIS CORPORATION, a Delaware corporation
By /s/ Randolph G. Brown
----------------------------------------
Randolph G. Brown
President
By /s/ Michael Cote
----------------------------------------
Michael Cote
Assistant Secretary
BULLSUB, INC., a Georgia corporation
By /s/ Randolph G. Brown
----------------------------------------
Randolph G. Brown
President
By /s/ Michael Cote
----------------------------------------
Michael Cote
Assistant Secretary
AUTOMATION ATWORK, a California corporation
By /s/ Michael Warner
----------------------------------------
Michael Warner
President
By /s/ John Holton
----------------------------------------
John Holton
Secretary
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BULLSUB, INC.
MERGER CERTIFICATE
Randolph G. Brown and Michael R. Cote certify that:
1. They are the duly elected and acting President and Assistant
Secretary, respectively, of BullSub, Inc., a Georgia corporation.
2. The principal terms of the Agreement of Merger in the form
attached were duly approved by the Board of Directors of this
corporation.
3. The principal terms of the Agreement of Merger in the form
attached were duly approved by this corporation's shareholders by the
vote of a number of shares which equalled or exceeded the vote required.
4. This corporation has only one class of shares and the total number
of outstanding shares is 100.
5. The shareholder approval was by the holders of 100% of the
outstanding capital stock of the corporation entitled to vote.
6. The vote required of the stockholders of Medaphis Corporation (a
parent party in this transaction) was obtained.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true
and correct of our own knowledge.
DATE: March 17, 1995
/s/ Randolph G. Brown
----------------------------------------
Randolph G. Brown, President
/s/ Michael R. Cote
----------------------------------------
Michael R. Cote, Assistant Secretary
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AUTOMATION ATWORK
MERGER CERTIFICATE
Michael Warner and John Holton certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of AUTOMATION ATWORK, a California corporation.
2. The Agreement of Merger in the form attached was duly approved by
the Board of Directors of this corporation.
3. The principal terms of the Agreement of Merger in the form
attached were duly approved by this corporation's shareholders by the vote
of a number of shares which equalled or exceeded the vote required.
4. This corporation has only one class of shares and the total
number of outstanding shares is 200.
5. The shareholder approval was by the holders of 100% of the
outstanding capital stock of the corporation entitled to vote.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth is this certificate are
true and correct of our own knowledge.
DATE: March 17, 1995
/s/ Michael Warner
-----------------------------
Michael Warner, President
/s/ John Holton
-----------------------------
John Holton, Secretary
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AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER is made as of this 17th day of March, 1995, among
MEDAPHIS CORPORATION, a Delaware corporation ("Med"), AUTOMATION ATWORK, a
California corporation and a wholly owned subsidiary of Med ("Atwork"), ATWORK
AUSTRALIA, a California corporation ("Atwork Australia"), ATWORK CANADA CORP.,
a California corporation ("Atwork Canada"), ATWORK-EUROPE, a California
corporation ("Atwork Europe"), and ATWORK U.K., a California corporation
("Atwork U.K.") (Atwork, Atwork Australia, Atwork Canada, Atwork Europe and
Atwork U.K. hereinafter collectively referred to as the "Constituent
Corporations").
RECITALS
A. Atwork was duly incorporated as a California corporation on April 11,
1983. The authorized capital of Atwork consists of 10,000 shares of capital
stock ("Atwork Capital Stock"), of which 200 shares are issued and outstanding.
B. Atwork Australia was duly incorporated as a California corporation on
August 9, 1991. The authorized capital of Atwork Australia consists of 30,000
shares of capital stock ("Atwork Australia Capital Stock"), of which 200 shares
are issued and outstanding.
C. Atwork Europe was duly incorporated as a California corporation on
November 1, 1989. The authorized capital of Atwork consists of 30,000 shares of
capital stock ("Atwork Europe Capital Stock"), of which 200 shares are issued
and outstanding.
D. Atwork Canada was duly incorporated as a California corporation on
April 26, 1993. The authorized capital of Atwork Canada consists of 1,000 shares
of capital stock ("Atwork Canada Capital Stock"), of which 1,000 shares are
issued and outstanding.
E. Atwork U.K. was duly incorporated as a California corporation on
February 13, 1987. The authorized capital of Atwork U.K. consists of 30,000
shares of capital stock ("Atwork U.K. Capital Stock"), of which 20,000 shares
are issued and outstanding.
F. The Constituent Corporations and others have entered into a Merger
Agreement dated as of January 29, 1995 (the "Merger Agreement"), setting forth
certain representations, warranties and agreements relating to the merger of
Atwork Australia, Atwork Europe, Atwork Canada and Atwork U.K. (Atwork
Australia, Atwork Europe, Atwork Canada and Atwork U.K. hereinafter
collectively referred to as the "Atwork Affiliates"), with and into Atwork (the
"Mergers"), with Atwork surviving the Mergers (the "Surviving Corporation").
G. The Boards of Directors of Med, Atwork, Atwork Australia, Atwork
Europe, Atwork Canada and Atwork U.K. deem their respective Mergers to be
desirable and in the best interests of their respective corporations and
shareholders or stockholders, as the case may be, and have approved the Mergers.
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H. The approval of the Mergers also requires the approval of the holders
of more than 50% of the shares of the Constituent Corporations. The Boards of
Directors of the Constituent Corporations have submitted the principal terms of
the Mergers to their respective shareholders and received the requisite
shareholder approval.
Accordingly, in consideration of the mutual covenants contained herein,
the parties agree as follows:
ARTICLE I
1.1 The Mergers. At the Effective Time (as hereinafter defined), each
of the Atwork Affiliates shall be merged with and into Atwork, and Atwork shall
be the Surviving Corporation and the separate corporate existence of each of
the Atwork Affiliates shall cease. The Surviving Corporation shall thereupon
succeed, without other transfer, to all the rights and property of the Atwork
Affiliates and shall be subject to all the debts and liabilities of the Atwork
Affiliates in the same manner as if the Surviving Corporation had itself
incurred them. All rights of creditors and all liens upon the property of each
of the Constituent Corporations shall be preserved unimpaired, provided that
such liens upon property of the Atwork Affiliates shall be limited to the
property affected thereby immediately prior to the Effective Time. Any action
or proceeding pending by or against any of the Atwork Affiliates may be
prosecuted to judgment, which shall bind the Surviving Corporation, or the
Surviving Corporation may be proceeded against or substituted in place of the
Atwork Affiliate.
1.2 Effective Time. The date when the Mergers become effective is
referred to in this Agreement as the "Effective Time" of the Mergers. The
Effective Time shall be the date of filing of this Agreement with the
California Secretary of State.
ARTICLE II
2.1 Articles of Incorporation and Bylaws. The Articles of Incorporation
and Bylaws of Atwork, as amended to and including the Effective Time, shall be
the Articles of Incorporation and Bylaws of the Surviving Corporation following
the Effective Time, until changed as provided by law and their respective
provisions. The name of the Surviving Corporation shall, from and after the
Effective Time, be and continue to be AUTOMATION ATWORK until changed in
accordance with applicable law.
ARTICLE III
3.1 Conversion of Securities
(a) Atwork Affiliates Capital Stock. As of the Effective Time, by
virtue of the Mergers and without any action on the part of any holder thereof:
(1) Subject to Section 3.1(b), each share of Atwork Australia
Capital Stock issued and outstanding immediately prior to the Effective Time
shall be converted into the right to receive the number of shares of voting
common stock, par value $.01 per share,
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of Med ("Med Stock") as are equal to the Atwork Australia Conversion Amount (as
hereinafter defined).
(2) Subject to Section 3.1(b), each share of Atwork Canada
Capital Stock issued and outstanding immediately prior to the Effective Time
shall be converted into the right to receive the number of shares of Med Stock
as are equal to the Atwork Canada Conversion Amount (as hereinafter defined).
(3) Subject to Section 3.1(b), each share of Atwork Europe
Capital Stock issued and outstanding immediately prior to the Effective Time
shall be converted into the right to receive the number of shares of Med Stock
as are equal to the Atwork Europe Conversion Amount (as hereinafter defined).
(5) Subject to Section 3.1(b), each share of Atwork U.K. Capital
Stock issued and outstanding immediately prior to the Effective Time shall be
converted into the right to receive the number of shares of Med Stock as are
equal to the Atwork U.K. Conversion Amount (as hereinafter defined). (The
Atwork Australia Capital Stock, Atwork Canada Capital Stock, Atwork Europe
Capital Stock and Atwork U.K. Capital Stock hereinafter collectively referred
to as the "Atwork Affiliates Capital Stock".)
(5) Each share of Atwork Capital Stock that is issued and
outstanding immediately prior to the Effective Time shall remain outstanding
and shall not be affected by the Mergers.
(b) Fractional Share. No scrip or fractional shares of Med Stock
will be issued, but the holder who would otherwise be entitled to such
fractional share shall be entitled to receive in cash an amount equal to the
value of such fractional interest determined in the manner set forth in the
Merger Agreement.
(c) Exchange of Atwork Affiliates Capital Stock.
(1) On or prior to the Closing Date (as defined in the Merger
Agreement), Med shall make available to each record holder who, as of the
Effective Time, was a holder of an outstanding certificate or certificates
which immediately prior to the Effective Time represented shares of Atwork
Affiliates Capital Stock (the "Certificate" or "Certificates"), a form of
letter of transmittal and instructions for use in effecting the surrender of
the Certificates for payment therefor and conversion thereof. Delivery shall be
effected, and risk of loss and title to the Certificates shall pass, only upon
proper delivery of the Certificates to Med and the form of letter of
transmittal shall so reflect. Upon surrender to Med of a Certificate, together
with such letter of transmittal duly executed, the holder of such Certificate
shall be entitled to receive in exchange therefor (i) one or more certificates
as requested by the holder (properly issued, executed and countersigned, as
appropriate) representing that number of whole shares of Med Stock to which such
holder of Atwork Affiliates Capital Stock shall have become entitled pursuant to
the provisions of Section 3.1(a), and (ii) as to any fractional share, a check
representing the cash consideration to which such holder shall have become
entitled pursuant to Section 3.1(b), and the Certificate so surrendered shall
forthwith be cancelled. No interest will be paid or accrued on the cash payable
upon the surrender of the Certificates. If
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any portion of the consideration to be received pursuant to Sections 3.1(a) and
3.1(b) upon exchange of a Certificate (whether a certificate representing shares
of Med Stock or by check representing cash for a fractional share) is to be
issued or paid to a person other than the person in whose name the Certificate
surrendered in exchange therefor is registered, it shall be a condition of such
issuance and payment that the Certificate so surrendered shall be properly
endorsed or otherwise in proper form for transfer and that the person requesting
such exchange shall pay in advance any transfer or other taxes required by
reason of the issuance of a certificate representing shares of Med Stock or a
check representing cash for a fractional share to such other person or establish
to the satisfaction of Med that such tax has been paid or that such tax is not
applicable. From the Effective Time until surrender in accordance with the
provisions of this Section 3.1(c), each Certificate shall represent for all
purposes only the right to receive the consideration provided in Sections 3.1(a)
and 3.1(b). All payments in respect of shares of Atwork Affiliates Capital Stock
that are made in accordance with the terms hereof shall be deemed to have been
made in full satisfaction of all rights pertaining to such securities.
(2) In the case of any lost, mislaid, stolen or destroyed
Certificate, the holder thereof may be required, as a condition precedent to
delivery to such holder of the consideration described in Sections 3.1(a) and
3.1(b), to deliver to Med a bond in such reasonable sum or a satisfactory
indemnity agreement as Med may direct as indemnity against any claim that may
be made against Med or the Surviving Corporation with respect to the
Certificate alleged to have been lost, mislaid, stolen or destroyed.
(3) After the Effective Time, there shall be no transfers on
the stock transfer books of the Surviving Corporation of the shares of Atwork
Affiliates Capital Stock that were outstanding immediately prior to the
Effective Time. If, after the Effective Time, Certificates are presented to the
Surviving Corporation for transfer, they shall be cancelled and exchanged for
the consideration described in Sections 3.1(a) and 3.1(b).
(4) Any shares of Med Stock or cash due former shareholders of
the Atwork Affiliates pursuant to Sections 3.1(a) and 3.1(b) that remains
unclaimed by such former shareholders for six months after the Effective Time
shall be held by Med and any former holder of Atwork Affiliates Capital Stock
who has not theretofore complied with Section 3.1(c)(1) shall thereafter look
only to Med for issuance of the number of shares of Med Stock and other
consideration to which such holder has become entitled pursuant to the
provisions of Sections 3.1(a) and 3.1(b); provided, however, that neither Med
nor any party hereto shall be liable to a former holder of shares of Atwork
Affiliates Capital Stock for any amount required to be paid to a public
official pursuant to any applicable abandoned property, escheat or similar law.
(d) Conversion Amount and Adjustment Event.
(1) The "Atwork Australia Conversion Amount" shall be equal to
the number obtained by dividing (i) 750 by (ii) the number of shares of Atwork
Australia Capital Stock issued and outstanding immediately prior to the
Effective Time. The "Atwork Canada Conversion Amount" shall be equal to the
number obtained by dividing (i) 1,500 by (ii) the number of shares of Atwork
Canada Capital Stock issued and outstanding immediately prior to the Effective
Time. The "Atwork Europe Conversion Amount" shall be equal to the number
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obtained by dividing (i) 750 by (ii) the number of shares of Atwork Europe
Capital Stock issued and outstanding immediately prior to the Effective Time.
The "Atwork U.K. Conversion Amount" shall be equal to the number obtained by
dividing (i) 3,000 by (ii) the number of shares of Atwork U.K. Capital Stock
issued and outstanding immediately prior to the Effective Time. The Atwork
Australia Conversion Amount, Atwork Canada Conversion Amount, Atwork Europe
Conversion Amount and Atwork U.K. Conversion Amount are hereinafter collectively
referred to as the "Atwork Affiliates Conversion Amounts" and individually as
an "Atwork Affiliate Conversion Amount."
(2) In the event of any change in Med Stock or Atwork
Affiliates Capital Stock between the date of this Agreement and the Effective
Time by reason of any stock dividend, stock split, subdivision,
reclassification, recapitalization, combination, exchange of shares or the like
(an "Adjustment Event"), the applicable Atwork Affiliate Conversion Amount
shall be appropriately adjusted so that each holder of Atwork Affiliates
Capital Stock will receive in the Mergers the same proportional amount of Med
Stock such holder would have been entitled to receive if the Effective Time had
been immediately prior to such Adjustment Event.
ARTICLE IV
4.1 Governing Law. This Agreement shall be governed in all respects,
including, but not limited to, validity, interpretation, effect and
performance, by the laws of the State of California.
4.2 Section Headings. The Section headings contained in this Agreement
have been inserted for convenience of reference only and shall not affect the
meaning or interpretation of this Agreement.
4.3 Counterparts. In order to facilitate the filing and recording of
this Agreement, the same may be executed in any number of counterparts, each of
which shall be deemed to be an original but all of which shall be considered
one and the same agreement.
4.4 Further Assurances. If, at any time after the Mergers, any further
action is necessary or desirable to carry out the purposes of this Agreement and
to vest the Surviving Corporation with full right, title and possession to all
assets, property, rights, privileges, powers and franchises of Atwork Australia,
Atwork Europe, Atwork Canada and Atwork U.K., the officers of the Surviving
Corporation are fully authorized in the name of Atwork Australia, Atwork Europe,
Atwork Canada and Atwork U.K. or otherwise to take, and will take, all such
necessary or desirable action.
4.5 Dispute Resolution. Any controversy or claim arising out of or
relating to this Agreement shall be handled in the manner contemplated in the
Merger Agreement.
4.6 Abandonment of Mergers. The respective Boards of Directors of the
Constituent Corporations will have the power in their discretion to abandon the
Mergers provided for herein prior to the filing of this Agreement with the
California Secretary of State.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.
MEDAPHIS CORPORATION, a Delaware
corporation
By /s/ Randolph G. Brown
--------------------------------
Randolph G. Brown
President
By /s/ Michael Cote
--------------------------------
Michael Cote
Assistant Secretary
AUTOMATION ATWORK, a California
corporation
By /s/ Michael Warner
--------------------------------
Michael Warner
President
By /s/ John Holton
--------------------------------
John Holton
Secretary
ATWORK AUSTRALIA, a California
corporation
By /s/ Michael Warner
--------------------------------
Michael Warner
President
By /s/ John Holton
--------------------------------
John Holton
[SIGNATURES CONTINUED ON NEXT PAGE]
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ATWORK CANADA CORP., a California
corporation
By /s/ Michael Warner
--------------------------------
Michael Warner
President
By /s/ John Holton
--------------------------------
John Holton
Secretary
ATWORK-EUROPE, a California
corporation
By /s/ Michael Warner
--------------------------------
Michael Warner
President
By /s/ John Holton
--------------------------------
John Holton
Secretary
ATWORK U.K., a California
corporation
By /s/ Michael Warner
--------------------------------
Michael Warner
President
By /s/ John Holton
--------------------------------
John Holton
Secretary
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AUTOMATION ATWORK
MERGER CERTIFICATE
Michael Warner and John Holton certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of AUTOMATION ATWORK, a California corporation.
2. The Agreement of Merger in the form attached was duly approved by
the Board of Directors of this corporation.
3. The principal terms of the Agreement of Merger in the form
attached were duly approved by this corporation's shareholders by the vote
of a number of shares which equalled or exceeded the vote required.
4. This corporation has only one class of shares and the total
number of outstanding shares is 100.
5. The shareholder approval was by the holders of 100% of the
outstanding capital stock of the corporation entitled to vote.
6. The vote required of the stockholders of Medaphis Corporation (a
parent party in this transaction) was obtained.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are
true and correct of our own knowledge.
DATE: March 17, 1995
/s/ Michael Warner
-----------------------------
Michael Warner, President
/s/ John Holton
-----------------------------
John Holton, Secretary
17
ATWORK AUSTRALIA
MERGER CERTIFICATE
Michael Warner and John Holton certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of ATWORK AUSTRALIA, a California corporation.
2. The Agreement of Merger in the form attached was duly approved by
the Board of Directors of this corporation.
3. The principal terms of the Agreement of Merger in the form
attached were duly approved by this corporation's shareholders by the vote
of a number of shares which equalled or exceeded the vote required.
4. This corporation has only one class of shares and the total
number of outstanding shares is 200.
5. The shareholder approval was by the holders of 100% of the
outstanding capital stock of the corporation entitled to vote.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are
true and correct of our own knowledge.
DATE: March 17, 1995
/s/ Michael Warner
-----------------------------
Michael Warner, President
/s/ John Holton
-----------------------------
John Holton, Secretary
18
ATWORK CANADA CORP.
MERGER CERTIFICATE
Michael Warner and John Holton certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of ATWORK CANADA CORP., a California corporation.
2. The Agreement of Merger in the form attached was duly approved by
the Board of Directors of this corporation.
3. The principal terms of the Agreement of Merger in the form
attached were duly approved by this corporation's shareholders by the vote
of a number of shares which equalled or exceeded the vote required.
4. This corporation has only one class of shares and the total
number of outstanding shares is 1,000.
5. The shareholder approval was by the holders of 100% of the
outstanding capital stock of the corporation entitled to vote.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth is this certificate are
true and correct of our own knowledge.
DATE: March 17, 1995
/s/ Michael Warner
-----------------------------
Michael Warner, President
/s/ John Holton
-----------------------------
John Holton, Secretary
19
ATWORK EUROPE
MERGER CERTIFICATE
Michael Warner and John Holton certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of ATWORK EUROPE, a California corporation.
2. The Agreement of Merger in the form attached was duly approved by
the Board of Directors of this corporation.
3. The principal terms of the Agreement of Merger in the form
attached were duly approved by this corporation's shareholders by the vote
of a number of shares which equalled or exceeded the vote required.
4. This corporation has only one class of shares and the total
number of outstanding shares is 200.
5. The shareholder approval was by the holders of 100% of the
outstanding capital stock of the corporation entitled to vote.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth is this certificate are
true and correct of our own knowledge.
DATE: March 17, 1995
/s/ Michael Warner
-----------------------------
Michael Warner, President
/s/ John Holton
-----------------------------
John Holton, Secretary
20
ATWORK U.K.
MERGER CERTIFICATE
Michael Warner and John Holton certify that:
1. They are the duly elected and acting President and Secretary,
respectively, of ATWORK U.K., a California Corporation.
2. The Agreement of Merger in the form attached was duly approved by
the Board of Directors of this corporation.
3. The principal terms of the Agreement of Merger in the form
attached were duly approved by this corporation's shareholders by the vote
of a number of shares which equalled or exceeded the vote required.
4. This corporation has only one class of shares and the total
number of outstanding shares is 20,000.
5. The shareholder approval was by the holders of 100% of the
outstanding capital stock of the corporation entitled to vote.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth is this certificate are
true and correct of our own knowledge.
DATE: March 17, 1995
/s/ Michael Warner
-----------------------------
Michael Warner, President
/s/ John Holton
-----------------------------
John Holton, Secretary
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