EXHIBIT 1.1
For Ministry Use Only
[Certified effective by the Ontario Ministry Ontario Corporation Number
of Consumer and Business Services as of
July 1, 2002] 1532447
_______________________________________________________________________________
ARTICLES OF AMALGAMATION
1. The name of the amalgamated corporation is:
CEDARA SOFTWARE CORP.
2. The address of the registered office is:
6509 Airport Road
_______________________________________________________________________________
(Street & Number, or R.R. Number & if Multi-Office Building give Room No.)
Mississauga L4V1S7
_______________________________________________________________________________
(Name of Municipality or Post Office) (Postal Code)
3. Number (or minimum and maximum number) of directors is:
A minimum of three (3) and a maximum of 20 (twenty).
4. The director(s) is/are:
| | Address for service, giving Street & No. | Resident Canadian
| First name, initial and surname | or R.R. No., Municipality and Postal Code| State Yes or No
| ---------------------------------|------------------------------------------|-----------------------
| Michael Greenberg | 6509 Airport Road | Yes
| | Mississauga, Ontario L4V 1S7 |
| | |
| William Breukelman | 755 Queensway East, Unit 114 | Yes
| | Mississauga, Ontario L4Y 4C5 |
| | |
| Peter Cooper | 44 Old Yonge Street | Yes
| | Toronto, Ontario M2P 1P7 |
| | |
| Bernard Gordon | 8 Centennial Drive | No
| | Peabody, MA 01960 USA |
| | |
| Arun Menawat | 6509 Airport Road | No
| | Mississauga, Ontario L4V 1S7 |
| | |
| John Millerick | 8 Centennial Drive | No
| | Peabody, MA 01960 USA |
| | |
| Ram Ramkumar | 67 Toll Road | Yes
| | Holland Landing, Ontario L9N 1H2 |
5. (A) The amalgamation agreement has been duly adopted by the
shareholders of each of the amalgamating corporations as
required by subsection 176(4) of the Business Corporations Act
on the date set out below.
(B) The amalgamation has been approved by the directors of each
amalgamating corporations by a resolution as required by
subsection 177 of the Business Corporations Act on the date
set out below. Yes. The articles of amalgamation in substance
contain the provisions of the articles of incorporation of
Cedara Software Corp.
-----------------------------------------------------------------------------------------
and are more particularly set out in these articles.
| Names of amalgamating | Ontario Corporation Number | Date of Adoption/Approval |
| corporations | | |
| -----------------------------|-----------------------------|----------------------------|
| Cedara Software Corp. | 502378 | June 18, 2002 |
} | | |
| Dicomit Dicom Information | 1324397 | June 17, 2002 |
| Technologies Corp. | | |
| | | |
| | |
6. Restrictions, if any, on business the corporation may carry on or on
powers the corporation may exercise.
None.
7. The classes and any maximum number of shares that the corporation is
authorized to issue:
An unlimited number of common shares.
8. Rights, privileges, restrictions and conditions (if any) attaching to
each class of shares and directors authority with respect to any class
of shares which may be issued in series:
None.
9. The issue, transfer or ownership of shares is/is not restricted and the
restrictions (if any) are as follows:
N/A
10. Other provisions, (if any):
N/A
11. The statements required by subsection 178(2) of the Business
Corporations Act are attached as Schedule "A"
12. A copy of the amalgamation agreement or directors resolutions (as the
case may be) is/are attached as Schedule "B".
These articles are signed in duplicate.
Names of the amalgamating corporations
and signatures are descriptions of
office of their proper officers.
CEDARA SOFTWARE CORP.
Per: /s/ FRASER SINCLAIR
---------------------------------------------
Fraser Sinclair, CFO and Corporate Secretary
DICOMIT DICOM INFORMATION
TECHNOLOGIES CORP.
Per: /s/ ARUN MENAWAT
---------------------------------------------
Arun Menawat, Director
SCHEDULE "A"
STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)
---------------------------------------
I, Fraser Sinclair, of the Town of Oakville, in the Province of
Ontario, hereby certify and state as follows:
1. This Statement is made pursuant to subsection 178(2) of the Business
Corporations Act (Ontario) (the "Act").
2. I am the Chief Financial Officer and Corporate Secretary of Cedara
Software Corp. ("Cedara") and as such have knowledge of its affairs.
3. I have conducted such examination of the books and records of Cedara as
is necessary to enable me to make the statements hereinafter set forth.
4. There are reasonable grounds for believing that:
(a) Cedara and Cedara Software Corp., the corporation continuing
from the amalgamation of Cedara and DICOMIT Dicom Information
Technologies Corp. (the "Corporation"), will be able to pay
its liabilities as they become due, and
(b) The realizable value of the Corporation's assets will not be
less than the aggregate of its liabilities and stated capital
of all classes.
5. There are reasonable grounds for believing that no creditor of Cedara
will be prejudiced by the amalgamation.
6. Based on the statements made above Cedara is not obligated to give
notice to any creditor.
DATED this 26th day of June, 2002.
/s/ FRASER SINCLAIR
----------------------------------
SCHEDULE "A"
STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)
---------------------------------------
I, Arun Menawat, of the Town of Oakville, in the Province of Ontario,
hereby certify and state as follows:
1. This Statement is made pursuant to subsection 178(2) of the Business
Corporations Act (Ontario) (the "Act").
2. I am a Director of DICOMIT Dicom Information Technologies Corp.
("DICOMIT") and as such have knowledge of its affairs.
3. I have conducted such examination of the books and records of DICOMIT
as is necessary to enable me to make the statements hereinafter set
forth.
4. There are reasonable grounds for believing that:
(a) DICOMIT and Cedara Software Corp., the corporation continuing from the
amalgamation of Cedara Software Corp. and DICOMIT (the "Corporation"),
will be able to pay its liabilities as they become due, and
(b) The realizable value of the Corporation's assets will not be less than
the aggregate of its liabilities and stated capital of all classes.
5. There are reasonable grounds for believing that no creditor of DICOMIT
will be prejudiced by the amalgamation.
6. Based on the statements made above, DICOMIT is not obligated to give
notice to any creditor.
DATED this 26th day of June, 2002.
/s/ ARUN MENAWAT
----------------------------------
SCHEDULE "B"
CEDARA SOFTWARE CORP.
(the "Corporation")
WHEREAS the Corporation has decided to amalgamate with its wholly
owned subsidiary, DICOMIT Dicom Information Technologies Corp., pursuant to
subsection 177(1) of the Business Corporations Act (Ontario):
NOW THEREFORE BE IT RESOLVED THAT:
1. The amalgamation of the Corporation and DICOMIT Dicom Information
Technologies Corp. under the Business Corporations Act (Ontario)
pursuant to subsection 177(1) thereof, be and the same is hereby
approved;
2. The articles of amalgamation of the amalgamated corporation shall be
the same as the articles of the Corporation;
3. The by-laws of the amalgamated corporation shall be the same as the
by-laws of the Corporation;
4. No securities shall be issued and no assets shall be distributed by the
amalgamated corporation in connection with the amalgamation; and
5. Any officer or director of the Corporation be and is hereby authorized
to do all things and execute all instruments and documents necessary or
desirable to carry out and give effect to the foregoing.
CERTIFIED to be a true and accurate copy of a resolution of the directors of
the Corporation, passed by or consented to in accordance with the provisions of
the Business Corporations Act (Ontario), on the 18th day of June, 2002, which
resolution is still in full force and effect unamended, as of the date hereof.
DATED this 26th day of June, 2002.
CEDARA SOFTWARE CORP.
By: /s/ FRASER SINCLAIR
----------------------------
Authorized Signing Officer
SCHEDULE "B"
DICOMIT DICOM INFORMATION TECHNOLOGIES CORP.
(the "Corporation")
WHEREAS the Corporation is a wholly-owned subsidiary of and has
agreed to amalgamate with Cedara Software Corp. pursuant to subsection 177(1)
of the Business Corporations Act (Ontario):
NOW THEREFORE BE IT RESOLVED THAT:
1. The amalgamation of the Corporation and Cedara Software Corp. under the
Business Corporations Act (Ontario) pursuant to subsection 177(1)
thereof, be and the same is hereby approved;
2. Subject to the endorsement of a Certificate of Amalgamation pursuant to
subsection 178(4) of the Business Corporations Act (Ontario), and
without affecting the validity of the incorporation and existence of
the Corporation under its articles of incorporation and of any act
thereunder, all shares of the capital of the Corporation, including all
shares which have been issued are outstanding at the date hereof, be
and the same are hereby cancelled without any repayment of capital in
respect thereof;
3. The articles of amalgamation of the amalgamated corporation shall be
the same as the articles of Cedara Software Corp.;
4. The by-laws of the amalgamated corporation shall be the same as the
by-laws of Cedara Software Corp.;
5. No securities shall be issued and no assets shall be distributed by the
amalgamated corporation in connection with the amalgamation; and
6. Any officer of director of the Corporation be and is hereby authorized
to do all things and execute all instruments and documents necessary or
desirable to carry out and give effect to the foregoing.
CERTIFIED to be a true and accurate copy of a resolution of the directors of
the Corporation, passed by or consented to in accordance with the provisions of
the Business Corporations Act (Ontario), on the 17th day of June, 2002, which
resolution is still in full force and effect unamended, as of the date hereof.
DATED this 26th day of June, 2002.
DICOMIT DICOM INFORMATION
TECHNOLOGIES CORP.
By: /s/ ARUN MENAWAT
------------------------------
Authorized Signing Officer