Certificate of Ownership and Merger Between Vertical Computer Systems, Inc. and Scientific Fuel Technology, Inc.

Contract Categories: Mergers & Acquisitions › Merger Agreements
Summary

Vertical Computer Systems, Inc., a Delaware corporation, certifies that it owns all shares of Scientific Fuel Technology, Inc., a Nevada corporation, and is merging Scientific Fuel Technology, Inc. into itself. The merger was approved by the board of directors on April 26, 2000, and Vertical Computer Systems, Inc. will assume all liabilities and obligations of its subsidiary. The certificate is executed and filed in accordance with Delaware and Nevada law.

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EX-2.1 2 v218096_ex2-1.htm
Exhibit 2.1
 
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
SCIENTIFIC FUEL TECHNOLOGY, INC.,
A NEVADA CORPORATION,
INTO
VERTICAL COMPUTER SYSTEMS, INC.
A DELAWARE CORPORATION
(PURSUANT TO SECTION   78.457 OF  THE NEVADA REVISED  STATUTES  &  SECTION 253 OF THE DELAWARE GENERAL CORPORATE LAW)

VERTICAL COMPUTER SYSTEMS, INC., a Delaware corporation  (the "Corporation"),  does hereby certify:

FIRST: That the Corporation is incorporated in the State of Delaware pursuant to the General Corporation Law of the State of Delaware.

SECOND: That the Corporation owns all of the outstanding shares of each class of the capital stock of Scientific Fuel Technology, Inc., a Nevada corporation.

THIRD:  That the Corporation, by the following resolutions of its Board of Directors, duly adopted on the 26th day of April, 2000, determined to merge into itself Scientific Fuel Technology, Inc., on the conditions set forth in such resolutions:

RESOLVED:  That Vertical Computer Systems, Inc. merge into itself its wholly-owned subsidiary,  Scientific Fuel Technology, Inc., and assume all of said subsidiary's liabilities and obligations;

FURTHER RESOLVED:   That the  President and  the Secretary of the  Corporation  be and they hereby are directed to make,  execute and  acknowledge  a certificate of ownership and merger setting forth a  copy of the  resolution to merge  Scientific Fuel Technology, Inc. into this  Corporation and to assume the subsidiary's liabilities and obligations on the date of adoption thereof and to file the same in the offices of the Secretary of States of Delaware and Nevada.

IN WITNESS WHEREOF,  Vertical  Computer  Systems,  Inc.  has caused its  corporate  seal  to be affixed and this certificate to be signed by Richard Wade, its authorized officer, this 27th day of April, 2000.

 
VERTICAL COMPUTER SYSTEMS, INC.
   
 
By:
   
/s/Richard Wade
   
Richard Wade, President