Articles of Merger Between GIC Acquisition Corp. and ProUroCare Inc.

Contract Categories: Mergers & Acquisitions › Merger Agreements
Summary

This document certifies the merger of GIC Acquisition Corp. with and into ProUroCare Inc., both Minnesota corporations. The merger has been approved by the boards of directors and shareholders of both companies. The merger becomes effective upon filing these Articles of Merger with the Minnesota Secretary of State. After the merger, ProUroCare Inc. will be the surviving entity.

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EX-2.2 4 ex2_2.txt Exhibit 2.2 ARTICLES OF MERGER OF GIC ACQUISITION CORP. a Minnesota corporation WITH AND INTO PROUROCARE INC. a Minnesota corporation To the Secretary of State State of Minnesota: THE UNDERSIGNED, Michael P. Grossman, as the Chief Executive Officer of ProUroCare Inc., a Minnesota corporation (the "Surviving Entity"), and R.J. Demman, as the Chief Executive Officer of GIC Acquisition Corp., a Minnesota corporation (the "Merging Company"), hereby certify as follows: 1. Attached hereto is the Agreement and Plan of Merger for the merger of the Merging Company with and into the Surviving Entity, which has been duly adopted by the board of directors of the Merging Company and the board of directors of the Surviving Entity. These Articles of Merger, together with the attached Agreement and Plan of Merger, shall constitute one single document. 2. The Agreement and Plan of Merger have also been authorized and approved by the shareholders of the Merging Company and the Surviving Entity. 3. The merger shall be effective as of the filing of these Articles of Merger with the Minnesota Secretary of State. IN WITNESS WHEREOF, the undersigned Chief Executive Officer of the Merging Company and the Chief Executive Officer of the Surviving Entity have executed this document on behalf of their respective entities on this 1st day of April, 2004. MERGING COMPANY: SURVIVING ENTITY: GIC ACQUISITION CORP. PROUROCARE INC. a Minnesota corporation a Minnesota corporation /s/ R. J. Demman /s/ Michael P. Grossman - ------------------------------- -------------------------------- R.J. DEMMAN MICHAEL P. GROSSMAN Chief Executive Officer Chief Executive Officer