EXHIBIT 2.2
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
PALWEB CORPORATION
A DELAWARE CORPORATION
INTO
PALWEB OKLAHOMA CORPORATION
AN OKLAHOMA CORPORATION
(Pursuant to Section 1083 of the
Oklahoma General Corporation Act)
TO THE SECRETARY OF STATE OF THE STATE OF DELAWARE:
PalWeb Corporation, a corporation organized and existing
under and by virtue of the laws of the State of Delaware (the "Corporation"),
hereby certifies as follows:
FIRST: The Corporation was organized pursuant to the
provisions of the General Corporation Law of the State of Delaware on February
24, 1969.
SECOND: The Corporation owns all of the outstanding shares
of capital stock of PalWeb Oklahoma Corporation, an Oklahoma corporation
("New PalWeb"), a corporation organized pursuant to the provisions of Oklahoma
law on May 2, 2002.
THIRD: The Corporation, by the following resolutions of its
Board of Directors, duly adopted by unanimous written consent of the members
thereof dated March 15, 2002, filed with the minutes of the Board pursuant to
Section 141(f) of the Delaware General Corporation Law, determined to merge
itself into New PalWeb on the conditions set forth in the following resolutions:
RESOLVED, that upon the approval of the
stockholders of the Corporation entitled to vote, the Corporation
shall merge itself with and into PalWeb Oklahoma Corporation, a
wholly-owned subsidiary corporation to be organized under Oklahoma
law ("New PalWeb"), and New PalWeb shall be the surviving
corporation, and shall succeed to all the assets and assume all of
the obligations of the Corporation (the "Merger"); and
FURTHER RESOLVED, that upon the filing with the
Secretary of State of the States of Oklahoma and Delaware of
certificates of ownership and merger and the occurrence of the other
conditions to the effectiveness of the Merger ("Effective Time") (i)
each share of the Common Stock, par value $0.10 per share, of the
Corporation which shall be issued and outstanding immediately prior
to the Effective Time, and all rights in respect thereof, shall, on
the Effective Time, by virtue of the merger and without any action on
the part of the holder thereof, New PalWeb, or any officer thereof,
automatically become and be converted into one (1) share of fully
paid and nonassesable common stock, par value $0.0001 per share of
New PalWeb ("New PalWeb Common Stock"); (ii) each share of
Convertible Preferred Stock, par value $0.0001 per share, of the
Corporation which shall be issued and outstanding immediately prior
to the Effective Time, and all rights in respect thereof, shall, on
the Effective Time, by virtue of the Merger and without any action on
the part of the holder thereof, New PalWeb, or any officer thereof,
automatically become and be converted into one (1) share of fully
paid and nonassesable New PalWeb Common Stock; (iii) each share of
Series 2001 12% Cumulative Convertible Senior Preferred Stock ("2001
Preferred Stock") of the Corporation which shall be issued and
outstanding immediately prior to the Effective Time, and all rights
in respect thereof, shall, on the Effective Time, by virtue of the
Merger and without any action on the part of the holder thereof, New
PalWeb, or any officer thereof, automatically become and be converted
into one (1) share of fully paid and nonassesable Series 2001 12%
Cumulative Convertible Senior Preferred Stock of New PalWeb ("New
PalWeb 2001 Preferred Stock"); and (iv) the 100 shares of common
stock, par value $0.0001 per share, of New PalWeb which shall be
outstanding and owned of record by the Corporation immediately prior
to the Effective Time, shall, at the Effective Time, automatically be
cancelled and resume the status of authorized but unissued stock; and
FURTHER RESOLVED, after the Effective Time, each
holder of a stock certificate which prior thereto represented shares
of Common Stock of the Corporation may (but shall not be required to)
surrender the same to New PalWeb's transfer agent and shall be
entitled upon such surrender to receive in exchange therefor a
certificate representing the number of shares of the New PalWeb
Common Stock into which the shares of the Corporation's Common Stock
theretofore represented by the certificate or certificates so
surrendered shall have been converted in the Merger, and the officers
of the Corporation shall instruct the Corporation's transfer agent to
alter, as necessary, the Corporation's remaining inventory of printed
certificates to permit such certificates to be conformed for use
after the Effective Time; and
FURTHER RESOLVED, after the Effective Time, each
holder of a stock certificate which prior thereto represented shares
of Convertible Preferred Stock of the Corporation shall be required
to surrender the same to New PalWeb's transfer agent and shall be
entitled upon such surrender to receive in exchange therefor a
certificate representing the number of shares of New PalWeb Common
Stock into which the shares of the Corporation's Convertible
Preferred Stock theretofore represented by the certificate or
certificates so surrendered shall have been converted in the Merger;
and
FURTHER RESOLVED, after the Effective Time, each
holder of a stock certificate which prior thereto represented shares
of 2001 Preferred Stock of the Corporation may (but shall not be
required to) surrender the same to New PalWeb's transfer agent and
shall be entitled upon such surrender to receive in exchange therefor
a certificate representing the number of shares of New PalWeb 2001
Preferred Stock into which the shares of the Corporation's 2001
Preferred Stock theretofore represented by the certificate or
certificates so surrendered shall have been converted in the Merger,
and the officers of the Corporation shall instruct the Corporation's
transfer agent to alter, as necessary, the Corporation's remaining
inventory of printed certificates to permit such certificates to be
conformed for use after the Effective Time; and
FURTHER RESOLVED, that upon the Merger becoming
effective, the Certificate of Incorporation and Bylaws of New PalWeb
shall be the Certificate of Incorporation and Bylaws of the surviving
corporation; and
FURTHER RESOLVED, that upon the Merger becoming
effective, New PalWeb shall change its name to PalWeb Corporation,
and upon such date, the name of the Corporation shall be so changed
in accordance with Section 1083(B) of the Oklahoma General
Corporation Act; and
FURTHER RESOLVED, that the Merger be submitted to
the stockholders of this Corporation and that upon receiving the
approval of the holders of a majority of the outstanding Common Stock
and Convertible Preferred Stock of the Corporation, the Merger shall
be approved; and
FURTHER RESOLVED, that at any time prior to the
effectiveness of the Merger, whether before or after approval of the
stockholders of the Corporation, the terms of the Merger may be
amended in any manner as may be determined in the judgment of the
Board of Directors of the Corporation to be necessary, desirable or
expedient in order to facilitate the purposes and intent of the
Merger, provided that no amendment may be made to the extent that
Section 251(d) of the Delaware General Corporation Law prohibits such
amendment without the approval of the stockholders of the
Corporation; and
FURTHER RESOLVED, at any time before the
Effective Time, the Merger may be terminated and abandoned by the
Board of Directors of the Corporation notwithstanding the approval by
the stockholders of the Corporation; and
FURTHER RESOLVED, that the Chairman of the Board,
Chief Executive Officer, President or any Vice President of the
Corporation be, and each of them hereby is, authorized and directed
to make and execute, and the Secretary or Assistant Secretary be, and
each of them hereby is, authorized and directed to attest, if
necessary, certificates of ownership and merger setting forth a copy
of these Resolutions providing for the merger of the Corporation into
New PalWeb, to cause the same to be filed with the Secretary of State
of the States of Delaware and Oklahoma, to cause New PalWeb to be
organized and to succeed to the assets and assume all of the
liabilities of the Corporation, and to do all other acts and things,
whether within or without the States of Delaware and Oklahoma, which
may be in any way necessary or appropriate to effect the proposed
Merger.
FOURTH: That this Merger has been approved by the holders
of a majority of the outstanding Common Stock and Convertible Preferred Stock of
this Corporation, being the only classes of outstanding capital stock of the
Corporation entitled to vote, at a meeting thereof duly called and held in
accordance with Sections 253(a) and 211 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Corporation, has caused this
Certificate to be signed by its President and attested to by its Secretary, this
2nd day of May , 2002, to be effective upon filing with the Oklahoma Secretary
of State.
PalWeb Oklahoma Corporation,
An Oklahoma Corporation
By: /s/ Paul A. Kruger
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Paul A. Kruger, President
ATTEST:
/s/ Julie Barksdale
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Julie Barksdale, Secretary