{"id":43232,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-of-merger-qp-acquisitions-corp-and-quantum-magnetics.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-of-merger-qp-acquisitions-corp-and-quantum-magnetics","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-of-merger-qp-acquisitions-corp-and-quantum-magnetics.html","title":{"rendered":"Agreement of Merger &#8211; QP Acquisitions Corp. and Quantum Magnetics Inc."},"content":{"rendered":"<pre>                             AGREEMENT OF MERGER\n\n\n\n    THIS AGREEMENT OF MERGER, dated as of September [ ], 1997 (the 'Merger \nAgreement'), is made and entered into by QP Acquisition Corp., a California \ncorporation ('Merger Sub') and Quantum Magnetics, Inc., a California \ncorporation ('Quantum' or 'Surviving Corporation') (Quantum and Merger Sub \nbeing hereinafter collectively referred to as the 'Constituent Corporations').\n\n                                 RECITALS\n\n    A.   InVision Technologies, Inc., a Delaware corporation ('InVision'), \nQuantum and Merger Sub have entered into an Agreement and Plan of Merger and \nReorganization dated September 3, 1997 (the 'Reorganization Agreement'), \nproviding, among other things, for the execution and filing of this Merger \nAgreement and the merger of Merger Sub with and into Quantum upon the terms \nset forth in the Reorganization Agreement and this Merger Agreement (the \n'Merger').\n\n    B.   InVision, Quantum, Merger Sub, [       ] and Randall R. Lunn have \nentered into an Escrow Agreement dated September [ ], 1997 (the 'Escrow \nAgreement'), providing for the escrow of certain shares issuable in the \nMerger.\n\n    C.   The respective Boards of Directors of each of the Constituent \nCorporations deem it advisable and in the best interests of each of such \ncorporations and their respective shareholders that Merger Sub be merged with \nand into Quantum.\n\n    D.   The shareholders of Quantum have adopted and approved the \nReorganization Agreement and approved the Merger at a meeting of the \nshareholders of Quantum (the 'Quantum Shareholders Meeting') held on \nSeptember [ ], 1997.\n\n                                AGREEMENT\n\n    NOW, THEREFORE, in consideration of the promises and mutual agreements \ncontained in this Merger Agreement, the Constituent Corporations hereby agree \nthat Merger Sub shall be merged with and into Quantum in accordance with the \nprovisions of the laws of the State of California, upon the terms and subject \nto the conditions set forth as follows:\n\n\n                                      1.\n\n\n                                   ARTICLE 1\n\n                                  THE MERGER\n\n    1.1  FILING.  This Merger Agreement, together with the officers' \ncertificates of each of the Constituent Corporations required by the General \nCorporation Law of the State of California (the 'California Law'), shall be \nfiled with the Secretary of State of the State of California at the time \nspecified in the Reorganization Agreement.\n\n    1.2  EFFECTIVENESS.  The Merger shall become effective at the time this \nMerger Agreement is filed with and accepted by the Secretary of State of the \nState of California (the 'Effective Time').\n\n    1.3  MERGER.  At the Effective Time, Merger Sub shall be merged into \nQuantum and the separate corporate existence of Merger Sub shall thereupon \ncease.  Quantum shall be the Surviving Corporation in the Merger and the \nseparate corporate existence of Quantum, with all of its purposes, objects, \nrights, privileges, powers, immunities and franchises, shall continue \nunaffected and unimpaired by the Merger.\n\n    1.4  FURTHER ACTION.  If at any time after the Effective Time any further \naction is necessary or desirable to carry out the purposes of this Merger \nAgreement or to vest the Surviving Corporation with the full right, title and \npossession to all assets, property, rights, privileges, immunities, powers \nand franchises of either or both of the Constituent Corporations, the \nofficers and directors of the Surviving Corporation are fully authorized in \nthe name of either or both of the Constituent Corporations or otherwise to \ntake all such action.\n\n                                  ARTICLE 2\n\n                        CORPORATE GOVERNANCE MATTERS\n\n    2.1  ARTICLES.  From and after the Effective Time and until thereafter \namended as provided by law, the Articles of Incorporation of the Surviving \nCorporation shall hereby be amended and restated in full as set forth in \nExhibit A attached hereto.  \n\n                                  ARTICLE 3 \n\n        MANNER OF CONVERTING SHARES OF THE CONSTITUENT CORPORATIONS\n\n    3.1  CONVERSION OF QUANTUM CAPITAL STOCK.  \n\n         (a)  Subject to Sections 3.1(b), 3.3(c) and 3.4, at the Effective \nTime, by virtue of the Merger and without any further action on the part of \nInVision, Merger Sub, Quantum or any shareholder of Quantum:\n\n\n                                      2.\n\n\n              (i)  each share of Common Stock, no par value, of Quantum (the\n         'Quantum Common Stock') outstanding immediately prior to the Effective\n         Time shall be converted into the right to receive (A) such fraction of\n         a share of common stock (par value $.001 per share) of InVision\n         ('InVision Common Stock') as is equal to 0.88 multiplied by the\n         'Applicable Fraction' (as defined in Section 3.1(c)(i)) plus (B) up to\n         such fraction of a share of InVision Common Stock as is equal to 0.12\n         multiplied by the Applicable Fraction if and when released, in whole\n         or in part, from escrow pursuant to the terms of the Escrow Agreement;\n\n              (ii)  each share of Series A Preferred Stock, no par value, of\n         Quantum (the 'Series A Stock') outstanding immediately prior to the\n         Effective Time shall be converted into the right to receive (A) such\n         fraction of a share of InVision Common Stock as is equal to 0.88\n         multiplied by the 'Series A Fraction' (as defined in Section\n         3.1(c)(ii)) plus (B) up to such fraction of a share of InVision Common\n         Stock as is equal to 0.12 multiplied by the Series A Fraction if and\n         when released, in whole or in part, from escrow pursuant to the terms\n         of the Escrow Agreement;\n\n              (iii)  each share of Series B Preferred Stock, no par value,\n         of Quantum (the 'Series B Stock') outstanding immediately prior to the\n         Effective Time shall be converted into the right to receive (A) such\n         fraction of a share of InVision Common Stock as is equal to 0.88\n         multiplied by the 'Series B Fraction' (as defined in Section\n         3.1(c)(iv)) plus (B) up to such fraction of a share of InVision Common\n         Stock as is equal to 0.12 multiplied by the Series B Fraction if and\n         when released, in whole or in part, from escrow pursuant to the terms\n         of the Escrow Agreement;\n\n              (iv)  each share of Series C Preferred Stock, no par value, of\n         Quantum (the 'Series C Stock') outstanding immediately prior to the\n         Effective Time shall be converted into the right to receive (A) such\n         fraction of a share of InVision Common Stock as is equal to 0.88\n         multiplied by the 'Series C Fraction' (as defined in Section\n         3.1(c)(v)) plus (B) up to such fraction of a share of InVision Common\n         Stock as is equal to 0.12 multiplied by the Series C Fraction if and\n         when released, in whole or in part, from escrow pursuant to the terms\n         of the Escrow Agreement;\n\n              (v)  each share of the common stock, $0.001 par value, of Merger\n         Sub outstanding immediately prior to the Effective Time shall be\n         converted into one share of common stock of the Surviving Corporation.\n\n         (b)  Each share of Quantum Common Stock, Series A Stock, Series B\nStock, Series C Stock outstanding immediately prior to the Effective Time and\nowned by InVision and each share of Series D Preferred stock, no par value, of\nQuantum ('Series D Stock') outstanding \n\n\n                                      3.\n\n\nimmediately prior to the Effective Time, all of which are owned by InVision, \nshall automatically be canceled and no conversion shall be made in respect \nthereof.\n\n         (c)  For purposes of this Merger Agreement:\n\n              (i)  The 'Applicable Fraction' shall be the fraction: (A) having\n         a numerator equal to the amount determined by subtracting (1) the\n         'Aggregate Liquidation Preference' (as defined in Section 3.1(c)(vi))\n         from (2) the amount determined by multiplying (i) 777,000 by (ii) the\n         Designated InVision Stock Price (as defined in Section 3.1(c)(viii));\n         and (B) having a denominator equal to the amount determined by\n         multiplying (1) the 'Adjusted Fully Diluted Quantum Share Amount' (as\n         defined in Section 3.1(c)(vii)) by (2) the 'Designated InVision Stock\n         Price' (as defined in Section 3.1(c)(viii));\n\n              (ii)  The 'Series A Fraction' means the sum of:  (A) the fraction\n         determined by dividing (1) $1.50 (representing the liquidation\n         preference of each share of Series A Stock under Quantum's Articles of\n         Incorporation) by (2) the 'Designated InVision Stock Price' (as\n         defined in Section 3.1(c)(viii)); and (B) the fraction determined by\n         multiplying (1) the 'Series A Conversion Rate' (as defined in Section\n         3.1(c)(iii)) by (2) the 'Applicable Fraction' (as defined in Section\n         3.1(c)(i));\n\n              (iii)  The 'Series A Conversion Rate' shall be the fraction\n         determined by dividing (1) the total number of shares of Common Stock\n         issuable upon the conversion of all shares of Series A Stock\n         outstanding immediately prior to the Effective Time by (2) the total\n         number of shares of Series A Stock outstanding immediately prior to\n         the Effective Time.\n\n              (iv)  The 'Series B Fraction' means the fraction determined by\n         dividing (A) $0.75 (representing the liquidation preference of each\n         share of Series B Stock under Quantum's Articles of Incorporation) by\n         (B) the 'Designated InVision Stock Price' (as defined in Section\n         3.1(c)(viii));\n\n              (v)  The 'Series C Fraction' means the sum of:  (A) the fraction\n         determined by dividing (1) $1.00 (representing the liquidation\n         preference of each share of Series C Stock under Quantum's Articles of\n         Incorporation) by (2) the 'Designated InVision Stock Price' (as\n         defined in Section 3.1(c)(viii)); and (B) the 'Applicable Fraction'\n         (as defined in Section 3.1(c)(i));\n\n              (vi) The 'Aggregate Liquidation Preference' shall be the amount\n         equal to the sum of:  (A) $1.50 (representing the liquidation\n         preference of each share of Series A Stock under Quantum's Articles of\n         Incorporation) multiplied by the number of shares of Series A Stock\n         outstanding immediately prior to the Effective Time; (B) $0.75\n         (representing the liquidation preference of each share of Series B\n         Stock under Quantum's Articles of Incorporation) multiplied by the\n         number of \n\n\n                                      4.\n\n\n         shares of Series B Stock outstanding immediately prior to\n         the Effective Time; and (C) $1.00 (representing the liquidation\n         preference of each share of Series C Stock under Quantum's Articles of\n         Incorporation) multiplied by the number of shares of Series C Stock\n         outstanding immediately prior to the Effective Time;\n\n              (vii)  The 'Adjusted Fully Diluted Quantum Share Amount' \n         shall be the sum of:  (A) the number of shares resulting from the\n         subtraction of (1) the number of shares of Quantum Common Stock\n         outstanding immediately prior to the Effective Time and held by\n         InVision from (2) the aggregate number of shares of Quantum Common\n         Stock outstanding immediately prior to the Effective Time (including\n         any such shares that are subject to a repurchase option or risk of\n         forfeiture under any restricted stock purchase agreement or other\n         agreement); (B) the aggregate number of shares of Quantum Common Stock\n         issuable upon conversion of all of the Series A Stock and Series C \n         Stock collectively outstanding immediately prior to the Effective \n         Time and not held by InVision; and (C) the aggregate number of \n         shares of Quantum Common Stock purchasable under or otherwise\n         subject to all Quantum Options (as defined in Section 3.1(c)(ix))\n         outstanding immediately prior to the Effective Time (including all\n         shares of Quantum Common Stock that may ultimately be purchased under\n         Quantum Options that are unvested or are otherwise not then\n         exercisable);\n\n              (viii)  The 'Designated InVision Stock Price' shall be the\n         average of the closing sale prices of a share of InVision Common Stock\n         as reported on the Nasdaq National Market for each of the sixty (60)\n         consecutive trading days ending (and including) the third trading day\n         prior to Quantum Shareholders Meeting, weighted in accordance with the\n         number of shares of Parent Common Stock traded on each such trading\n         day; and\n\n              (ix) 'Quantum Option' shall mean any stock option that is then\n         outstanding under Quantum's 1994 Qualified and Nonqualified Stock\n         Option Plan, whether vested or unvested.\n\n         (d)  If any shares of Quantum Common Stock outstanding immediately \nprior to the Effective Time are unvested or are subject to a repurchase \noption, risk of forfeiture or other condition under any applicable restricted \nstock purchase agreement or other agreement with Quantum, then the shares of \nInVision Common Stock issued in exchange for such shares of Quantum Common \nStock will also be unvested and subject to the same repurchase option, risk \nof forfeiture or other condition, and the certificates representing such \nshares of InVision Common Stock may accordingly be marked with appropriate \nlegends.\n\n         (e)  All calculations made pursuant to this Section 3.1 shall be \ncalculated to the nearest fifth decimal place, with five millionths rounded \nup to the nearest one-hundred-thousandth.\n\n\n                                      5.\n\n\n    3.2  CLOSING OF QUANTUM'S TRANSFER BOOKS.  At the Effective Time, holders \nof certificates representing shares of Quantum's capital stock that were \noutstanding immediately prior to the Effective Time shall cease to have any \nrights as shareholders of Quantum, and the stock transfer books of Quantum \nshall be closed with respect to all shares of such capital stock outstanding \nimmediately prior to the Effective Time.  No further transfer of any such \nshares of Quantum's capital stock shall be made on such stock transfer books \nafter the Effective Time.  If, after the Effective Time, a valid certificate \npreviously representing any of such shares of Quantum's capital stock (a \n'Quantum Stock Certificate') is presented to the Surviving Corporation or \nInVision, such Quantum Stock Certificate shall be canceled and shall be \nexchanged as provided in Section 3.3.\n\n    3.3  EXCHANGE OF CERTIFICATES.\n\n         (a)  At or as soon as practicable after the Effective Time, InVision \nwill send to the holders of Quantum Stock Certificates (i) a letter of \ntransmittal in customary form and containing such provisions as InVision may \nreasonably specify, and (ii) instructions for use in effecting the surrender \nof Quantum Stock Certificates in exchange for certificates representing \nInVision Common Stock.  Upon surrender of a Quantum Stock Certificate to \nInVision for exchange, together with a duly executed letter of transmittal \nand such other documents as may be reasonably required by InVision, the \nholder of such Quantum Stock Certificate shall be entitled to receive in \nexchange therefor a certificate representing the number of whole shares of \nInVision Common Stock that such holder has the right to receive pursuant to \nthe provisions of this Section 3, and Quantum Stock Certificate so \nsurrendered shall be canceled. Until surrendered as contemplated by this \nSection 3.3, each Quantum Stock Certificate shall be deemed, from and after \nthe Effective Time, to represent only the right to receive upon such \nsurrender a certificate representing shares of InVision Common Stock (and \ncash in lieu of any fractional share of InVision Common Stock) as \ncontemplated by this Section 3.  If any Quantum Stock Certificate shall have \nbeen lost, stolen or destroyed, InVision may, in its discretion and as a \ncondition precedent to the issuance of any certificate representing InVision \nCommon Stock, require the owner of such lost, stolen or destroyed Quantum \nStock Certificate to provide an appropriate affidavit and to deliver a bond \n(in such sum as InVision may reasonably direct) as indemnity against any \nclaim that may be made against InVision or the Surviving Corporation with \nrespect to such Quantum Stock Certificate.\n\n         (b)  No dividends or other distributions declared or made with \nrespect to InVision Common Stock with a record date after the Effective Time \nshall be paid to the holder of any unsurrendered Quantum Stock Certificate \nwith respect to the shares of InVision Common Stock represented thereby, and \nno cash payment in lieu of any fractional share shall be paid to any such \nholder, until such holder surrenders such Quantum Stock Certificate in \naccordance with this Section 3.3 (at which time such holder shall be entitled \nto receive all such dividends and distributions and such cash payment).\n\n         (c)  No fractional shares of InVision Common Stock shall be issued \nin connection with the Merger, and no certificates for any such fractional \nshares shall be issued.  In lieu of such fractional shares, any holder of \ncapital stock of Quantum who would otherwise \n\n\n                                      6.\n\n\nbe entitled to receive a fraction of a share of InVision Common Stock (after \naggregating all fractional shares of InVision Common Stock issuable to such \nholder) shall, upon surrender of such holder's Quantum Stock Certificate(s), \nbe paid in cash the dollar amount (rounded to the nearest whole cent), \nwithout interest, determined by multiplying such fraction by the Designated \nInVision Stock Price.\n\n         (d)  InVision and the Surviving Corporation shall be entitled to \ndeduct and withhold from any consideration payable or otherwise deliverable \nto any holder or former holder of capital stock of Quantum pursuant to this \nMerger Agreement such amounts as InVision or the Surviving Corporation may be \nrequired to deduct or withhold therefrom under the Code or under any \nprovision of state, local or foreign tax law.  To the extent such amounts are \nso deducted or withheld, such amounts shall be treated for all purposes under \nthis Merger Agreement as having been paid to the Person to whom such amounts \nwould otherwise have been paid.\n\n         (e)  Neither InVision nor the Surviving Corporation shall be liable \nto any holder or former holder of capital stock of Quantum for any shares of \nInVision Common Stock (or dividends or distributions with respect thereto), \nor for any cash amounts, delivered to any public official pursuant to any \napplicable abandoned property, escheat or similar law.\n\n    3.4  DISSENTING SHARES.\n\n         (a)  Notwithstanding anything to the contrary contained in this \nMerger Agreement, any shares of capital stock of Quantum that, as of the \nEffective Time, are or may become 'dissenting shares' within the meaning of \nSection 1300(b) of the California Corporations Code shall not be converted \ninto or represent the right to receive InVision Common Stock in accordance \nwith Section 3.1 (or cash in lieu of fractional shares in accordance with \nSection 3.3(c)), and the holder or holders of such shares shall be entitled \nonly to such rights as may be granted to such holder or holders in Chapter 13 \nof the California Law; PROVIDED, HOWEVER, that if the status of any such \nshares as 'dissenting shares' shall not be perfected, or if any such shares \nshall lose their status as 'dissenting shares,' then, as of the later of the \nEffective Time or the time of the failure to perfect such status or the loss \nof such status, such shares shall automatically be converted into and shall \nrepresent only the right to receive (upon the surrender of the certificate or \ncertificates representing such shares) InVision Common Stock in accordance \nwith Section 3.1 (and cash in lieu of fractional shares in accordance with \nSection 3.3(c)).\n\n         (b)  Quantum shall give InVision (i) prompt notice of any written \ndemand received by Quantum prior to the Effective Time to require Quantum to \npurchase shares of capital stock of Quantum pursuant to Chapter 13 of the \nCalifornia Law and of any other demand, notice or instrument delivered to \nQuantum prior to the Effective Time pursuant to the California Law, and (ii) \nthe opportunity to participate in all negotiations and proceedings with \nrespect to any such demand, notice or instrument.  Quantum shall not make any \npayment or settlement offer prior to the Effective Time with respect to any \nsuch demand unless InVision shall have consented in writing to such payment \nor settlement offer.\n\n\n                                      7.\n\n\n                                   ARTICLE 4\n\n                           TERMINATION AND AMENDMENT\n\n    4.1  TERMINATION.  Notwithstanding the approval of this Merger Agreement \nby the shareholders of Merger Sub and Quantum, this Merger Agreement shall \nterminate forthwith in the event that the Reorganization Agreement shall be \nterminated as therein provided.\n\n    4.2  AMENDMENT.  This Merger Agreement may be amended by the parties \nhereto at any time before or after approval hereof by the shareholders of \neither Merger Sub or Quantum, but, after any such approval, no amendment \nshall be made which without the further approval of such shareholders would \n(i) have a material adverse effect on the shareholders of either Merger Sub \nor Quantum, (ii) change any of the principal terms of the Merger Agreement, \nor (iii) change any term of the Articles of Incorporation of the Surviving \nCorporation.  This Merger Agreement may not be amended except by an \ninstrument in writing signed on behalf of each of the parties hereto.\n\n                                ARTICLE 5\n\n                              MISCELLANEOUS\n\n    5.1  HEADINGS.  The underlined headings contained in this Merger \nAgreement are for convenience of reference only, shall not be deemed to be a \npart of this Merger Agreement and shall not be referred to in connection with \nthe construction or interpretation of this Merger Agreement.\n\n    5.2  COUNTERPARTS.  This Merger Agreement may be executed in several \ncounterparts, each of which shall constitute an original and all of which, \nwhen taken together, shall constitute one agreement.\n\n    5.3  GOVERNING LAW.  This Merger Agreement shall be construed in \naccordance with, and governed in all respects by, the internal laws of the \nState of California (without giving effect to principles of conflicts of \nlaws).\n\n    5.4  CONSTRUCTION.  \n\n         (a)  For purposes of this Merger Agreement, whenever the context \nrequires: the singular number shall include the plural, and vice versa.\n\n         (b)  The parties hereto agree that any rule of construction to the \neffect that ambiguities are to be resolved against the drafting party shall \nnot be applied in the construction or interpretation of this Merger Agreement.\n\n\n                                      8.\n\n\n         (c)  As used in this Merger Agreement, the words 'include' and \n'including,' and variations thereof, shall not be deemed to be terms of \nlimitation, but rather shall be deemed to be followed by the words 'without \nlimitation.'\n\n         (d)  Except as otherwise indicated, all references in this Merger \nAgreement to 'Sections' and 'Exhibits' are intended to refer to Sections of \nthis Merger Agreement and Exhibits to this Merger Agreement.\n\n\n                                      9.\n\n\n    IN WITNESS WHEREOF, the parties have duly executed this Merger Agreement as\nof the date first written above.\n\n\n\nQP Acquisition Corp.,                  Quantum Magnetics, Inc.,\n  a California corporation               a California corporation\n\n\nBy: ______________________             By: _______________________\n    Its President                           Its President\n\n\n                                      10.\n\n\n                                   EXHIBIT A\n\n\n                             AMENDED AND RESTATED\n                           ARTICLES OF INCORPORATION\n                                      OF\n                            QUANTUM MAGNETICS, INC.\n\n\n                                      I.\n\n    The name of this corporation is QUANTUM MAGNETICS, INC.\n\n                                     II.\n\n    The purpose of this corporation is to engage in any lawful act or \nactivity for which a corporation may be organized under the General \nCorporation Law of California other than the banking business, the trust \ncompany business or the practice of a profession permitted to be incorporated \nby the California Corporations Code.\n\n                                     III.\n\n    The corporation is authorized to issue only one class of stock, to be \ndesignated Common Stock.  The total number of shares of Common Stock \npresently authorized is one thousand (1,000), par value one-tenth of one cent \n($0.001).\n\n                                     IV.\n\n    (a)  The liability of the directors of this corporation for monetary \ndamages shall be eliminated to the fullest extent permissible under \nCalifornia law.\n\n    (b)  This corporation is authorized to provide indemnification of agents \n(as defined in Section 317 of the California Corporations Code) for breach of \nduty to the corporation and its shareholders through bylaw provisions or \nthrough agreements with the agents, or through shareholder resolutions, or \notherwise, in excess of the indemnification otherwise permitted by Section \n317 of the Corporations Code, subject to the limits on such excess \nindemnification set forth in Section 204 of the Corporations Code.\n\n    (c)  Any repeal or modification of this Article shall only be prospective \nand shall not affect the rights under this Article in effect at the time of \nthe alleged occurrence of any act or omission to act giving rise to liability \nor indemnification.\n\n\n                                      1.\n\n\n                           Quantum Magnetics, Inc.\n                           (Surviving Corporation)\n\n                            OFFICERS' CERTIFICATE\n\n\n    Lowell J. Burnett and Dale Sheets hereby certify that:\n\n    1.   They are the Chairman of the Board and Secretary, respectively, of\n         Quantum Magnetics, Inc., a California corporation (the 'Corporation').\n\n    2.   The Agreement of Merger to which this Certificate is attached (the\n         'Merger Agreement') has been duly approved by the Board of Directors\n         of the Corporation.\n\n    3.   The Corporation has two classes of stock outstanding, designated\n         'Common Stock' and 'Preferred Stock,' respectively, of which 3,992,959\n         shares of Common Stock and 4,462,893 shares of Preferred Stock were\n         outstanding and entitled to vote on the merger.  The Preferred Stock\n         outstanding and entitled to vote on the merger is divided into series,\n         comprised of 1,666,669 shares of Series A Preferred Stock, 711,340\n         shares of Series B Preferred Stock, 1,643,556 shares of Series C\n         Preferred Stock and 441,328 shares of Series D Preferred Stock.\n\n    4.   The principal terms of the Merger Agreement were approved by the\n         Corporation by a vote of a number of shares of each class which\n         equaled or exceeded the vote required.  The vote required was (i) a\n         majority of the outstanding shares of the Common Stock entitled to\n         vote, (ii) a majority of the outstanding shares of Series A Preferred\n         Stock entitled to vote, (iii) a majority of the outstanding shares of\n         Series B Preferred Stock entitled to vote, (iv) a majority of the\n         outstanding shares of Series C Preferred Stock entitled to vote, (v)\n         a majority of the outstanding shares of Series D Preferred Stock\n         entitled to vote, and (vi) 2\/3 of the votes represented by the shares\n         of Series A Preferred Stock and Series C Preferred Stock entitled to\n         vote, voting together as a single class.  \n\n    Each of the undersigned declares under penalty of perjury that the \nmatters set out in the foregoing Certificate are true of his own knowledge.  \nExecuted at San Diego, California on September [___], 1997.\n\n                             ___________________________________________\n                             Lowell J. Burnett, Chairman of the Board\n\n\n\n                             ___________________________________________\n                             Dale Sheets, Secretary\n\n\n                                      1.\n\n\n                             QP Acquisition Corp.\n                          (Disappearing Corporation)\n\n                             OFFICERS' CERTIFICATE\n\n    Sergio Magistri and Curtis P. DiSibio hereby certify that:\n\n    1.   They are President and Secretary, respectively, of QP Acquisition\n         Corp., a California corporation (the 'Corporation').\n\n    2.   The Agreement of Merger to which this Certificate is attached (the\n         'Merger Agreement') has been duly approved by the Board of Directors\n         of the Corporation.\n\n    3.   The Corporation has one class of stock outstanding, designated 'Common\n         Stock,' of which 100 shares were outstanding and entitled to vote on\n         the merger.\n\n    4.   The principal terms of the Merger Agreement were approved by the\n         Corporation by a vote of a number of shares which equaled or exceeded\n         the vote required.  The vote required was greater than 50% of the\n         outstanding shares of Common Stock.\n\n    5.   The vote of the shareholders of InVision Technologies, Inc., the\n         parent of the Corporation, which parent corporation is issuing equity\n         securities to the shareholders of Quantum Magnetics, Inc. pursuant to\n         the Merger Agreement, was not required.\n\n    Each of the undersigned declares under penalty of perjury that the \nmatters set out in the foregoing Certificate are true of his own knowledge.  \nExecuted at Foster City, California on September [___], 1997.\n\n                             ______________________________\n                             Sergio Magistri, President\n\n\n                             ______________________________\n                             Curtis P. DiSibio, Secretary\n\n\n                                      1.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7912],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9622,9626],"class_list":["post-43232","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-invision-technologies-inc","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43232","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43232"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43232"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43232"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43232"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}