EX-2.2 3 v10959exv2w2.txt EXHIBIT 2.2 EXHIBIT 2.2 MULTIENTITY MERGER THE REGISTRY NUMBER OF THE SURVIVING CORPORATION IS 067735-19. ARTICLES OF MERGER OF CHRISTENSON ELECTRIC, INC. AN OREGON CORPORATION WITH AND INTO CPS ACQUISITION CO. AN OREGON CORPORATION The undersigned corporations execute the following Articles of Merger pursuant to ORS 60.494: 1. The names of the corporations proposing to merge and the names of the states under the laws of which such corporations are organized as follows:
TYPE OF STATE OF NAME OF CORPORATION ORGANIZATION ORGANIZATION REGISTRY NUMBER ------------------- ------------ ------------ --------------- Christenson Electric, Inc. ("CEI") Corporation Oregon 067735-19 CPS Acquisition Co. ("CPS") Corporation Oregon 296735-97
2. CEI and CPS are sometimes referred to as the "CONSTITUENT CORPORATIONS" in these Articles of Merger. 3. The laws of the state of Oregon permit the merger of the Constituent Corporations. 4. The surviving corporation is CEI and the name of the surviving corporation shall be CHRISTENSON ELECTRIC, INC., an Oregon corporation. 5. The plan of merger was approved by the Board of Directors of Microfield Group, Inc., as the sole shareholder of CPS and by the Board of Directors of CPS. The plan of merger was also approved by the Board of Directors of CEAC, Inc., as the sole shareholder of CEI and 1 - ARTICLE OF MERGER by the Board of Directors of CEI. Shareholder approval for each of the Constituent Corporations is as follows:
SHARES NAME OF CORPORATION ENTITLED TO VOTE SHARES VOTED FOR SHARES VOTED AGAINST - ------------------- ---------------- ---------------- -------------------- CEI 100 100 0 CPS 1,000 1,000 0
6. The Agreement and Plan of Merger and these Articles of Merger were duly authorized and approved in accordance with the statutes governing each of the Constituent Corporations. A copy of the Agreement and Plan of Merger duly authorized and approved by the Constituent Corporations is attached to these Articles of Merger as EXHIBIT A, and by this reference incorporated into these Articles of Merger. 7. The Constituent Corporations have complied with all the provisions of the laws of the state of Oregon applicable to the merger. 8. The effective date of the merger is July 20, 2005. IN WITNESS WHEREOF, the undersigned Constituent Corporations have executed these Articles of Merger as of July 20, 2005. CPS ACQUISITION CO., CHRISTENSON ELECTRIC, INC., an Oregon corporation an Oregon corporation By: /s/ A. Mark Walter By: /s/ Robert J. Jesenik -------------------------------- ------------------------------ A. Mark Walter, President Robert J. Jesenik, CEO & President 2 - ARTICLE OF MERGER EXHIBIT A AGREEMENT AND PLAN OF MERGER [See Attached Agreement and Plan of Merger] 3 - ARTICLE OF MERGER
