Attached files
file | filename |
---|---|
8-K - INVIVO THERAPEUTICS HOLDINGS CORP. | v198414_8k.htm |
EX-2.2 - INVIVO THERAPEUTICS HOLDINGS CORP. | v198414_ex2-2.htm |
EXHIBIT
2.1
Filed
in the office of
/s/
Ross Miller
Ross
Miller
Secretary
of State
State
of Nevada
|
Document
Number
|
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20100747316-61
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||
Filing
Date and Time
|
||
10/04/2010
2:20 PM
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Entity
Number
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C7829-2003
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Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
1
|
USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
Articles of
Merger
(Pursuant
to NRS Chapter 92A – excluding 92A.200(4b))
1)
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Name
and jurisdiction of organization of each constituent entity (NRS
92A.200):
|
|
¨
|
If
there are more than four merging entities, check box and attach an 81/2" x
11" blank sheet containing the required information for each additional
entity from article one.
|
InVivo
Therapeutics Holdings Corp.
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||
Name
of merging
entity
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||
Nevada
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Corporation
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Jurisdiction
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Entity
Type *
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Name
of merging entity
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Jurisdiction
|
Entity
Type *
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|
Name
of merging entity
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||
Jurisdiction
|
Entity
Type *
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Name
of merging entity
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Jurisdiction
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Entity
Type *
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and,
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Design
Source, Inc.
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Name
of surviving
entity
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Nevada
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Corporation
|
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Jurisdiction
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Entity
Type
*
|
*
Corporation, non-profit corporation, limited partnership, limited-liability
company or business trust.
Filing
Fee: $350.00
This
form must be accompanied by appropriate fees.
Nevada
Secretary of State 92A Merger Page 1
Revised:
9-20-10
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
2
|
USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
2)
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Forwarding
address where copies of process may be sent by the Secretary of State of
Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1
90):
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Attn:
c/o:
3)
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(Choose
one)
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|
¨
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The
undersigned declares that a plan of merger has been adopted by each
constituent entity (NRS 92A.200).
|
|
x
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The
undersigned declares that a plan of merger has been adopted by the parent
domestic entity (NRS 92A.180)
|
4)
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Owner's
approval (NRS 92A.200) (options a, b, or c must be used, as applicable,
for each entity)
|
|
¨
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if there are more than four
merging entities, check box and attach an 8 ½ " x 11" blank sheet
containing the required information for each additional entity from the
appropriate section of article
four.
|
(a)
Owner's approval was not required from
InVivo
Therapeutics Holdings Corp.
Name of
merging entity, if
applicable
Name of
merging entity, if
applicable
Name of
merging entity, if
applicable
Name of
merging entity, if
applicable
and,
or;
Design
Source, Inc.
Name of
surviving entity, if
applicable
This
form must be accompanied by appropriate fees.
Nevada
Secretary of State 92A Merger Page 2
Revised:
9-20-10
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
3
|
USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
(b) The
plan was approved by the required consent of the owners of *:
Name of
merging entity, if
applicable
Name of
merging entity, if
applicable
Name of
merging entity, if
applicable
Name of
merging entity, if
applicable
and,
or;
Name of
surviving entity, if
applicable
* Unless
otherwise provided in the certificate of trust or governing instrument of a
business trust, a merger must be approved by all the trustees and beneficial
owners of each business trust that is a constituent entity in the
merger.
This
form must be accompanied by appropriate fees.
Nevada
Secretary of State 92A Merger Page 3
Revised:
9-20-10
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
4
|
USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
(c) Approval
of plan of merger for Nevada non-profit corporation (NRS 92A.160):
The plan
of merger has been approved by the directors of the corporation and by each
public officer or other person whose approval of the plan of merger is required
by the articles of incorporation of the domestic corporation.
Name of
merging entity, if
applicable
Name of
merging entity, if
applicable
Name of
merging entity, if
applicable
Name of
merging entity, if
applicable
and,
or;
Name of
surviving entity, if
applicable
This
form must be accompanied by appropriate fees.
Nevada
Secretary of State 92A Merger Page 4
Revised:
9-20-10
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
5
|
USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
5)
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Amendments,
if any, to the articles or certificate of the surviving entity. Provide
article numbers, if available. (NRS
92A.200)*:
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Article
One of the Articles of Incorporation of Design Source, Inc. is hereby amended to
change the name of the Corporation to InVivo Therapeutics Holdings
Corp.
6)
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Location
of Plan of Merger (check a or b):
|
¨
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(a)
The entire plan of merger is
attached;
|
or,
x
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(b)
The entire plan of merger is on file at the registered office of the
surviving corporation, limited-liability company or business trust, or at
the records office address if a limited partnership, or other place of
business of the surviving entity (NRS
92A.200).
|
7)
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Effective
date (optional)**:
|
* Amended
and restated articles may be attached as an exhibit or integrated into the
articles of merger. Please entitle them "Restated" or "Amended and Restated,"
accordingly. The form to accompany restated articles prescribed by the secretary
of state must accompany the amended and/or restated articles. Pursuant to NRS
92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of
subsidiary), the articles of merger may not contain amendments to the
constituent documents of the surviving entity except that the name of the
surviving entity may be changed.
** A
merger takes effect upon filing the articles of merger or upon a later date as
specified in the articles, which must not be more than 90 days after the
articles are filed (NRS 92A.240).
This
form must be accompanied by appropriate fees.
Nevada
Secretary of State 92A Merger Page 5
Revised:
9-20-10
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
Page
6
|
USE
BLACK INK ONLY – DO NOT HIGHLIGHT
|
ABOVE
SPACE IS FOR OFFICE USE ONLY
|
8)
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Signatures·
Must be signed by: An officer of each Nevada corporation; All general
partners of each Nevada limited partnership; All general partners of each
Nevada limited-liability limited partnership; A manager of each Nevada
limited-liability company with managers or one member if there are no
managers; A trustee of each Nevada business trust (NRS
92A.230)*
|
|
¨
|
if
there are more than four merging entities, check box and attach an 8 ½ " x
11" blank sheet containing the required information for each additional
entity from article eight:
|
InVivo
Therapeutics Holdings Corp.
|
Name of
merging
entity
X /s/ Peter A.
Reichard
|
Chief Executive Officer
|
October
4, 2010
|
Signature
|
Title
|
Date
|
Name of
merging
entity
X
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||
Signature
|
Title
|
Date
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Name of
merging
entity
X
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Signature
|
Title
|
Date
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Name of
merging
entity
X
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||
Signature
|
Title
|
Date
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Design
Source, Inc.
Name of
surviving
entity
X /s/ Peter A.
Reichard
|
Chief Executive Officer
|
October
4, 2010
|
Signature
|
Title
|
Date
|
* The
articles of merger must be signed by each foreign constituent entity in the
manner provided by the law governing it (NRS 92A.230). Additional signature
blocks may be added to this page or as an attachment, as needed.
IMPORTANT:
Failure to include any of the above information and submit with the proper fees
may cause this filing to be rejected.
This
form must be accompanied by appropriate fees.
Nevada
Secretary of State 92A Merger Page 6
Revised:
9-20-10