Attached files
Exhibit 3.4
CERTIFICATE OF OWNERSHIP AND MERGER
of
TECHNISCAN, INC.
(a Utah corporation)
(a Utah corporation)
with and into
CASTILLO, INC.
(a Delaware corporation)
(a Delaware corporation)
Pursuant to Section 253 of the General
Corporation Law of the State of Delaware
Corporation Law of the State of Delaware
Castillo, Inc., a Delaware corporation (Parent), which desires to merge with
TechniScan, Inc., a Utah corporation and wholly-owned subsidiary of Parent (Subsidiary),
hereby certifies as follows:
FIRST: Parent is a business corporation organized under the laws of the State of Delaware.
Subsidiary is a business corporation organized under the laws of the State of Utah.
SECOND: Parent owns all of the issued and outstanding shares of each class of capital stock of
Subsidiary.
THIRD: The Board of Directors of Parent, by the following resolutions duly adopted on October
9, 2009, approved the merger of Subsidiary with and into Parent (the Merger), pursuant to
Section 253 of the General Corporation Law of the State of Delaware:
WHEREAS, CASTILLO, INC., a Delaware corporation (the Company) owns all
of the outstanding shares of each class of capital stock of TECHNISCAN, INC., a
Utah corporation (the Sub); and
WHEREAS, the Board of Directors of the Company has deemed it advisable that the
Sub be merged with and into the Company, with the Company remaining as the
surviving corporation, pursuant to Section 253 of the General Corporation Law of
the State of Delaware (the Merger).
NOW, THEREFORE, BE IT RESOLVED, that the Sub be merged, effective upon the filing
of the Certificate of Ownership and Merger with the Secretary of State of Delaware
(and appropriate Articles of Merger with the Department of Commerce, Division of
Corporations and Commercial Code of the State of Utah), with and into the Company,
pursuant to the terms of the attached Plan of Merger and the laws of the State of
Delaware and applicable laws of the State of Utah, so that the separate existence
of the Sub shall cease, and thereupon the Company and the Sub become a single
corporation, which shall continue to exist under, and be governed by, the laws of
the State of Delaware; and be it further
RESOLVED, that at the effective time of the Merger (the Effective Time),
the corporate name of the Company, which is the surviving entity in the Merger,
shall be changed to, and the Company shall thereafter be identified as,
TechniScan, Inc.; and be it further
RESOLVED, that at the Effective Time, each share of capital stock of the Company
outstanding immediately prior to the Effective Time shall, by virtue of the Merger
and without any action on the part of the holder(s) thereof, remain unchanged and
continue to remain outstanding as one share of capital stock of the Company; and
be it further
RESOLVED, that at the Effective Time, each share of capital stock of the Sub
outstanding immediately prior to the Effective Time shall, by virtue of the Merger
and without any action on the part of the holder thereof, be cancelled and no
consideration shall be issued in respect thereof; and be it further
RESOLVED, that the proper officers of the Company be, and each hereby is,
authorized and directed to make, execute and acknowledge, in the name and under
corporate seal of the Company, any document, agreement, certificate or article for
the purposes of effecting the Merger and to file the same in the appropriate
offices of the State of Delaware and the State of Utah, and to do all other acts
and things that may be necessary or advisable to carry out and effectuate the
purpose and intent of the aforesaid resolutions.
FOURTH: Parent shall be the surviving corporation in the Merger (the Surviving
Corporation).
FIFTH: Upon the effective time of the Merger, the corporate name of the Surviving Corporation
shall be changed to TechniScan, Inc.
FIFTH: The effective time of the Merger shall be the date and time when this Certificate of
Ownership and Merger is filed with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Ownership and Merger to be
executed as of the 9th day of October, 2009.
CASTILLO, INC., a Delaware corporation |
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By: | /s/ David Robinson | |||
David Robinson, President & CEO |
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