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EXHIBIT 3.2
AGREEMENT OF MERGER OF TYCONDA MINERALS
CORPORATION (NEVADA) WITH AND INTO
TYCONDA MINERALS (DELAWARE)
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AGREEMENT OF MERGER
AGREEMENT OF MERGER dated as of December 30, 1969 between TYCONDA MINERALS
CORPORATION, a Nevada corporation ("Tyconda"), and TYCONDA MINERALS CORP., a
Delaware corproation wholly-owned by Tyconda ("Tyconda (Delaware)"), (said
corporations being herein something collectively called the "Constituent
Corporations").
W I T N E S S E T H :
WHEREAS, Tyconda is a corporation duly organized and existing under the
laws of the state of Nevada having an authorized capital stock consisting solely
of 20,000,000 shares of Common Stock, par value $.25 per share, of which 395,288
shares are validly authorized, issued and outstanding; and
WHEREAS, Tyconda (Delaware) is a corporation duly organized and existing
under the laws of the state of Delaware, having an authorized capital stock
consisting solely of 5,000,000 shares of Common Stock, par value $.01 per share,
of which 100 shares are validly authorized, issued and outstanding and owned by
Tyconda; and
WHEREAS, the respective Boards of Directors of Tyconda and Tyconda
(Delaware) have determined that it is in the best interest of each corporation
and its stockholders that Tyconda be merged into Tyconda (Delaware) on the terms
and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, it is agreed that, in
accordance with the applicable laws of the States of Nevada and Delaware,
Tyconda shall be and hereby is, at the effective date of the merger, merged into
Tyconda (Delaware), which shall be the surviving corporation, and that the terms
and conditions of such merger and the mode of carrying it into effect shall be
as follows:
ARTICLE I
On the effective date of the merger, Tyconda shall be merged into Tyconda
(Delaware) (hereinafter sometimes referred to as the "Surviving Corporation"),
the separate existence of Tyconda shall cease and the Surviving Corporation
shall continue to exist as a corporation created and governed by the laws of the
State of Delaware and the Surviving Corporation shall possess all the rights,
privileges, powers and franchises, and shall be subject to all of the
liabilities, obligations, restrictions, disabilities
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and duties, of each of the Constituent Corporations; and all the property, real
and personal, including subscriptions to shares, causes of action and every
other asset of each of the Constituent Corporations shall be vested, or continue
to be vested, in the Surviving Corporation without further act or deed.
ARTICLE II
The Certificate of Incorporation of Tyconda (Delaware) as in effect
immediately prior to the effective date of the merger, shall be the Certificate
of Incorporation of the Surviving Corporation until the same shall thereafter be
amended in accordance with the provisions thereof and of applicable law.
ARTICLE III
At the effective date of the merger the By-Laws of Tyconda (Delaware)
shall be the By-Laws of the Surviving Corporation until the same shall
thereafter be altered, amended or repealed in accordance with law, the
Certificate of Incorporation and said By-Laws.
ARTICLE IV
1. The Directors of the Surviving Corporation shall be the Directors of
Tyconda (Delaware) at the effective date of the merger, each to hold office
until his successor has been elected and qualified.
2. The officers of the Surviving Corporation shall be the officers of
Tyconda (Delaware) at the effective date of the merger, each to hold office in
accordance with the By-Laws of the Surviving Corporation.
ARTICLE V
1. Each share of Common Stock, par value $.25 per share, of Tyconda
outstanding on the effective date of the merger and all rights in respect
thereof shall, by virtue of the merger and without any action on the part of the
holder thereof, be converted, forthwith upon the merger becoming effective, into
one share of Common Stock, par value $.01 per share, of the Surviving
Corporation which shall be full paid and non-assessable and free of any taxes,
liens, and claims up to the time of such conversion. Outstanding certificates
representing shares of Common Stock of Tyconda shall thenceforth represent the
same number of shares of Common Stock of the Surviving Corporation, and the
holder thereof shall be entitled to precisely the same rights which he would
enjoy if he held certificates issued by the Surviving Corporation. Each share
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of Common Stock of Tyconda held in its treasury, if any, on the effective date
of the merger shall be canceled.
2. Forthwith upon the merger becoming effective, the shares of Common
Stock, par value $.01, of Tyconda (Delaware) which shall be outstanding
immediately prior to the effective date of the merger shall be canceled and
retired, and no new shares of Common Stock or other securities of the Surviving
Corporation shall be issuable with respect thereto.
3. The Common Stock of Tyconda specified in paragraph 1 of this Article is
herein sometimes referred to as "Outstanding Tyconda Stock". The Common Stock of
the Surviving Corporation specified in paragraph 1 of this Article is
hereinafter sometimes referred to as "Tyconda (Delaware) Stock". As promptly as
practicable after the effective date of the merger, each holder of an
outstanding certificate or certificates theretofore representing shares of
"Outstanding Tyconda Stock" shall surrender the same to an agent or agents
designated by the Surviving Corporation, and such holder shall be entitled upon
such surrender to receive in exchange therefor a certificate or certificates
representing the number of whole shares of Tyconda (Delaware) Stock into which
the shares of "Outstanding Tyconda Stock" theretofore represented by the
certificate or certificates so surrendered shall have been exchanged and
converted as aforesaid. Dividends payable after the effective date to holders of
record in respect of such shares of Tyconda (Delaware) Stock shall not be paid
to holders of such certificates until such certificates are surrendered for
exchange as aforesaid.
4. In the event any certificates formerly representing shares of
Outstanding Tyconda Stock are not surrendered for exchange as provided in
paragraph 3 of this Article at the time of the first public offering of
securities of the Surviving Corporation occurring more than two years after the
effective date, the Surviving Corporation, as agent for the holders of the
shares represented by such unsurrendered certificates, shall sell the shares of
Tyconda (Delaware) Stock which would have been delivered in exchange for such
unsurrendered certificates formerly representing Outstanding Tyconda Stock and
shall hold the net proceeds of such sale for the holders of such unsurrendered
outstanding certificates to be paid to them upon the surrender of such
outstanding certificates. From and after such sale the sole right of the holders
of the unsurrendered outstanding certificates shall be the right to collect the
net sales proceeds, without interest, held for their account.
5. In the event that Tyconda shall be obligated by contract immediately
prior to the effective date of issue any shares of Oustanding Tyconda Stock, the
Surviving Corporation shall be obligated to deliver Tyconda (Delaware) Stock as
set forth in paragraph 1 hereof in lieu of each share of Outstanding Tyconda
Stock.
ARTICLE VI
For accounting purposes, the merger shall be treated as a "pooling of
interests".
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ARTICLE VII
This Agreement of Merger shall be submitted to the stockholders of each of
the Constituent Corporations as provided by the applicable laws of the States of
Nevada and Delaware. If this Agreement of Merger is duly adopted by the
requisite votes of such stockholders and is not terminated or abandoned as
contemplated by the provisions of Article VIII hereof, as soon as practicable
thereafter this Agreement of Merger, certified executed and acknowledged in
compliance with the provisions of applicable law, shall be filed and recorded in
all such offices, and all such other actions shall be taken with respect
thereto, as may be required under the applicable laws of Nevada and Delaware to
cause this Agreement of Merger to become effective.
The merger shall become effective immediately prior to the close of
business on the day on which this Agreement of Merger is filed with the
Secretary of State of Delaware, herein sometimes referred to as the "effective
date of the merger." The Constituent Corporations shall do all such acts and
things as shall be necessary or desirable in order to effectuate the merger.
ARTICLE VIII
This Agreement of Merger may be terminated at any time before or after
adoption thereof by the stockholders of Tyconda or Tyconda (Delaware) or both,
but not later than the effective date of the merger, by the mutual consent of
the Boards of Directors of the Constituent Corporation, expressed in an
instrument in writing executed by the President of each corporation. This
Agreement of Merger may be amended or modified at any time prior to the
effective date of the merger by resolutions of the Boards of Directors of
Tyconda and Tyconda (Delaware), or by officers authorized by such Boards, at any
time before or after adoption thereof by the stockholders of Tyconda or Tyconda
(Delaware) or both; provided, however, that no such amendment or modification
shall affect the rights of the stockholders of Tyconda or Tyconda (Delaware) in
a manner which is materially adverse to such stockholders in the judgment of the
respective Boards of Directors.
ARTICLE IX
From time to time as and when requested by the Surviving Corporation or by
its successors or assigns, the proper officers and directors of Tyconda shall
execute and deliver any and all deeds and other instruments and shall take or
cause to be taken all such other and further actions as the Surviving
Corporation may deem necessary or appropriate in order more fully to invest in
and confirm to the Surviving Corporation title to and possession of all the
property, rights, privileges, powers and franchises of Tyconda on the effective
date of the merger and otherwise to carry out the provisions hereof.
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ARTICLE X
This Agreement of Merger is signed by the directors of Tyconda, or a
majority of them, and by the directors of Tyconda (Delaware), or a majority of
them, in their capacity as directors of their respective corporations in order
to comply with the requirements of the Nevada General Corporation Law (Nevada
Revised Statutes, 1957, $ 78.455). By executing this Agreement no director of
either corporation undertakes, either as an individual or otherwise, any
obligation or liability which is not imposed upon him as a director of a merging
corporation by the aforesaid statute.
ARTICLE XI
The Surviving Corporation may be served with process in the State of
Nevada in any proceeding for enforcement of any obligation of Tyconda, including
any amount fixed by appraisers or the district court pursuant to the provisions
of Section 510 of the Nevada General Corporation Law; and it does hereby
irrevocably appoint the Secretary of State of Nevada as its agent to accept
service of process in any action for the enforcement of payment of any such
obligation or any such amount fixed by appraisers. The address to which a copy
of such process shall be mailed by the Secretary of State of Nevada to the
Surviving Corporation is Suite 206 50 E. Wynnewood Road, Wynnewood, Pennsylvania
19096, until the Surviving Corporation shall have hereafter designated in
writing to the said Secretary of State a different address for such purpose.
Service of such process may be made by personally delivering to and leaving with
the Secretary of State of Nevada duplicate copies of such process, one of which
copies the Secretary of State of Nevada shall forthwith send by registered mail
to say Buyer at the above address.
ARTICLE XII
This Agreement of Merger may be executed in counterparts, each of which
when so executed shall be deemed to be an original, and such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, each of the Constituent Corporations has caused this
Agreement of Merger to be executed by its President
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and a majority of its directors, attested by its Secretary and its corporate
seal affixed.
TYCONDA MINERALS CORPORATION
[Seal] By /s/ [Illegible]
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Attest: President
/s/ [Illegible] /s/ Martin B. Miller
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Secretary Martin B. Miller, as Director
/s/ Alan M. Moskowitz
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Alan M. Moskowitz, as Director
/s/ Samuel Kleinman
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Samuel Kleiman, as Director
TYCONDA MINERS CORP.
[Seal] By /s/ [Illegible]
-----------------------------------
Attest: President
/s/ [Illegible] /s/ Martin B. Miller
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Secretary Martin B. Miller, as Director
/s/ Alan M. Moskowitz
-------------------------------------
Alan M. Moskowitz, as Director
/s/ Samuel Kleinman
-------------------------------------
Samuel Kleiman, as Director
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THE ABOVE AGREEMENT OF MERGER OF TYCONDA MINERALS CORPORATION WITH AND
INTO TYCONDA MINERALS CORP., having been executed on behalf of each corporate
party thereto in accordance with the provisions of the General Corporation Law
of the State of Delaware and the General Corporation Law of the State of Nevada,
the President of each corporate party thereto does now hereby execute the said
Agreement of Merger and the Secretary of each corporate party attests thereto,
under the corporate seals of the respective corporations, by authority of the
Directors and Stockholders thereof as the respective act, deed and agreement of
each of said corporations on this 11th day of February, 1970.
TYCONDA MINERALS CORP.
By /s/ Alan M. Moskowitz
-----------------------------------
President
/s/ [Illegible]
CORPORATE SEAL -----------------------------------
Secretary
TYCONDA MINERALS CORPORATION
By /s/ Alan M. Moskowitz
-----------------------------------
President
/s/ [Illegible]
CORPORATE SEAL -----------------------------------
Secretary