[STAMP]
AGREEMENT AND PLAN OF MERGER
HOLLINGSEAD INTERNATIONAL, INC.
AND
HOLLINGSEAD AIRCRAFT CORPORATION
This Agreement and Plan of Merger is made this 30th day of October,
1990, by and between Hollingsead Aircraft Corporation, an Ohio corporation
("Aircraft"), and Hollingsead International, Inc., a California corporation
("Hollingsead"; both corporations, collectively, the "Merging Corporations").
WHEREAS, Hollingsead was incorporated under the laws of the State of
California;
WHEREAS, Aircraft was incorporated under the laws of the State of
Ohio;
WHEREAS, Aircraft owns all of the issued and outstanding capital stock
of Hollingsead; and
WHEREAS, the Directors of each of the Merging Corporations deem a
merger of the corporations to be in the best interests of both;
NOW, THEREFORE, in consideration of the covenants herein contained,
the Merging Corporations, having complied with all the conditions of Sections
1701.79 and 1701.801 of the Ohio General Corporation Law and Sections 1103,
1108, and 1201 of the California General Corporation Law, have agreed and do
hereby agree that Aircraft shall be and is hereby merged with and into
Hollingsead, and Hollingsead shall be the surviving corporation (the "Surviving
Corporation") pursuant to and upon the authority of Sections 1701.79 and
1701.801 of the Ohio General Corporation Law and Sections 1103, 1108, and 1201
of the California General Corporation Law, such merger (the "Merger") to be
effective at the close of business on October 30, 1990 (the "Effective Date").
FIRST: ARTICLES OF INCORPORATION. The Articles of Incorporation of
Hollingsead shall be Articles of Incorporation of the Surviving Corporation.
SECOND: DIRECTORS AND OFFICERS. The directors and officers of
Aircraft on the date hereof shall continue as the directors and officers of the
Surviving Corporation from and after the Effective Date of the Merger until
their respective successors shall have been duly elected and qualified.
THIRD: BYLAWS. The Bylaws of the Surviving Corporation shall be the
Bylaws of Hollingsead as in existence immediately prior to the Effective Date.
FOURTH: SHARES OF HOLLINGSEAD. The Common Shares, without par value,
of Hollingsead shall be unaffected by the Merger.
FIFTH: SHARES OF AIRCRAFT. Each outstanding Common Share, no par
value, of Aircraft is hereby cancelled, and the rights of the holder thereof
extinguished.
SIXTH: CONTINUED AUTHORITY. The separate existence of Aircraft shall
cease on the effective date set forth above and thereupon it shall be merged
into Hollingsead in accordance with this Agreement, except that whenever a
conveyance, assignment, transfer, deed or other instrument, or act, is necessary
to vest property or rights in the Surviving Corporation, the officers of
Aircraft shall execute, acknowledge and deliver such instruments, and do such
acts; for such purposes, the existence of Aircraft and the authority of its
officers and directors shall be deemed continued notwithstanding the Merger.
SEVENTH: RIGHTS OF SURVIVING CORPORATION. Upon the Effective Date of the
Merger and thereafter, the Surviving Corporation shall have all the rights,
privileges, immunities, powers, franchises and authority, and shall be subject
to all the obligations of a corporation formed under the California General
Corporation Law; and all property of every description and every interest
therein, and all obligations of or belonging to or due Aircraft shall thereafter
be taken and deemed to be transferred to and vested in the Surviving Corporation
without further act or deed; and title to any real estate or any interest
therein vested in Aircraft shall not revert or in any way be impaired by reason
of the Merger. Hollingsead shall henceforth be liable for all of the
obligations of the Merging Corporations; and any claim existing or action or
proceeding pending by or against the Merging Corporations may be prosecuted to
judgment, with the right of appeal as in other cases, as if the Merger had not
taken place, or Hollingsead may be substituted in its place, and all rights and
creditors of the Merging Corporations shall be preserved unimpaired, and all
liens upon the property of the Merging Corporation shall be preserved
unimpaired, limited in lien to the property affected by such liens immediately
prior to the Effective Date of the Merger.
EIGHTH: PRINCIPAL OFFICE. The principal office of Hollingsead in the
State of California shall be Santa Fe Springs.
NINTH: SERVICE OF PROCESS. Hollingsead hereby appoints the Secretary
of State of the State of Ohio as its agent to accept service of process in any
proceeding in the State of Ohio to enforce against the surviving corporation any
obligation of Aircraft or to enforce the rights of a dissenting shareholder.
-2-
IN WITNESS WHEREOF, the Merging Corporations have caused this
Agreement and Plan of Merger to be signed in their respective corporate names by
their respective officers thereunto duly authorized on the date first above
written.
HOLLINGSEAD INTERNATIONAL, HOLLINGSEAD AIRCRAFT CORPORATION
INC.
By: /s/ R. Jack DeCrane By: /s/ R. Jack DeCrane
-------------------------------- --------------------------------
R. Jack DeCrane R. Jack DeCrane, President
and By: /s/ W. Scott Seeley and By: /s/ W. Scott Seeley
---------------------------- -----------------------
W. Scott Seeley W. Scott Seeley,
Secretary
-3-
ARTICLES OF INCORPORATION
OF
HOLLINGSEAD-PRYOR ENTERPRISES, INC.
-----------------------------------
ARTICLE FIRST:
Name
----
The name of the corporation is HOLLINGSEAD-PRYOR ENTERPRISES, INC.
ARTICLE SECOND:
Purposes
--------
The corporation's purposes are:
(a) Primarily to engage in the specific business of the engineering,
design and manufacture of components for the air space industry and related
industries;
(b) To engage generally in the business of the engineering, design,
manufacturing, selling, using, leasing and otherwise dealing with components
for the air space industry and related industries;
(c) To engage in any business related or unrelated to those
described in clauses (a) and (b) of this Article SECOND and from time to time
authorized or approved by the board of directors of this corporation;
(d) To act as partner or joint venturer or in any other legal
capacity in any transaction;
(e) To do business anywhere in the world; and
(f) To have and exercise all rights and powers from time to time
granted to a corporation by law.
The above purpose clauses shall not be limited by reference to or
inference from one another, but each such purpose clause shall be construed
as a separate statement conferring independent purposes and powers upon the
corporation.
ARTICLE THIRD:
Location
--------
The County in the State of California where the principal office for the
transaction of the business of the corporation is located in the County of
Los Angeles.
ARTICLE FOURTH:
Number and Names of Directors
----------------------------
(a) The number of directors of the corporation is three.
(b) The names and addresses of the persons who are appointed to act as
first directors are:
KEITH W. MILLER, 305 Bank of America Building
Whittier, California
FRED A. SWIDE, 305 Bank of America Building
Whittier, California
VERA H. GREENWALT, 305 Bank of America Building
Whittier, California
ARTICLE FIFTH:
Stock
-----
The total number of shares which the corporation is authorized to issue
is Twenty Five Thousand (25,000.00) shares.
(a) The aggregate par value of said shares is Twenty Five Thousand
($25,000) Dollars and the par value of each share is One ($1.00) Dollar.
No distinction shall exist between the shares of the corporation or the
holders thereof.
IN WITNESS WHEREOF, the undersigned and above-named incorporators and
first directors of this corporation have executed these articles of
incorporation on December 16, 1966.
Keith W. Miller
-----------------
KEITH W. MILLER
Fred A. Swide
-----------------
FRED A. SWIDE
Vera H. Greenwalt
-----------------
VERA H. GREENWALT
STATE OF CALIFORNIA )
) ss.
COUNTRY OF LOS ANGELES )
On December 16, 1966, before me, the undersigned, a Notary Public in and
for said County and State, personally appeared KEITH W. MILLER, FRED A. SWIDE
and VERA H. GREENWALT, known to me to be the persons whose names are
subscribed to the foregoing articles of incorporation, and acknowledged to me
that they executed the same.
WITNESS my hand and official seal.
Virginia A. Gray
--------------------
Notary Public in and for
said County and State
Exhibit 99.22
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
HOLLINGSEAD-PRYOR ENTERPRISES, INC.
-----------------------------------
Robert A. Hollingsead and Harold H. Benjamin certify that:
1. They are the President and Secretary, respectively, of
Hollingsead-Pryor Enterprises, Inc., a California corporation.
2. Article FIRST of the Articles of Incorporation of said
corporation shall be amended to read in full as follows:
"Article First
Name
----
The name of the corporation
is Hollingsead International, Inc."
3. The amendment has been approved by the Board of Directors.
4. The amendment has been approved by the required vote of the
shareholders in accordance with Section 902 of the California Corporations
Code. The corporation has only one class of shares. Each outstanding share is
entitled to one vote. The corporation has 1,500 shares outstanding and,
hence, the total number of shares entitled to vote with respect to the
amendment was 1,500. The number of shares voting in favor of the amendment
exceeded the vote required, in that the affirmative vote of a majority, that
is, more than 50 percent of the outstanding shares was required for approval
of the amendment and the amendment was approved by the affirmative vote of
1,500 shares, or exactly 100 percent of the outstanding voting shares.
/s/ Robert A. Hollingsead
--------------------------------------
Robert A. Hollingsead,
President
/s/ Harold H. Benjamin,
--------------------------------------
Harold H. Benjamin,
Secretary
Each of the undersigned declares, under penalty of perjury, that the
matters set forth in the foregoing certificate are true and correct of his
own knowledge and that this declaration was executed on February 19, 1979,
at Santa Fe Springs, California.
/s/ Robert A. Hollingsead
--------------------------------------
Robert A. Hollingsead
/s/ Harold H. Benjamin
--------------------------------------
Harold H. Benjamin