Approval and Effective Date of the Merger; Miscellaneous Matters. 1. The merger shall become effective when all the following actions shall have been taken: (a) This Plan shall be authorized, adopted, and approved by and on behalf of each Constituent Corporation in accordance with the laws of the states of Delaware and Nevada; (b) This Plan, or certificate of merger in the form required, executed and verified in accordance with the laws of the states of Delaware and Nevada, shall be filed in the Offices of the Secretary of State of Delaware and Nevada; and (c) The date on which such actions are completed and such merger is effected is herein referred to as the "Effective Date." 2. If at any time the Surviving Corporation shall deem or be advised that any further grants, assignments, confirmations, or assurances are necessary or desirable to vest, perfect, or confirm title in the Surviving Corporation, of record or otherwise, to any property of NAMC acquired or to be acquired by, or as a result of, the merger, the officers and directors of NAMC or any of them shall be severally and fully authorized to execute and deliver any and all such deeds, assignments, confirmations, and assurances and to do all things necessary or proper so as to best prove, confirm, and ratify title to such property in the Surviving corporation and otherwise carry out the purposes of the merger and the terms of this Plan. 3. The Surviving Corporation may be served with process in the State of Delaware in any proceeding for the enforcement of any obligation of NAMC as well as for enforcement of any obligation of the Surviving Corporation arising from the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of NAMC against the Surviving Corporation. 4. Such Surviving Corporation will promptly pay to the dissenting shareholders of NAMC the amount, if any, to which they shall be entitled under the provisions of the Delaware Revised Business Corporation Act with respect to the rights of dissenting shareholders 5. The Secretary of State of the State of Delaware shall be irrevocable appointed as the agent of the Surviving Corporation to accept service of process in any such proceeding;
Appears in 1 contract
Samples: Plan of Merger (Elite Artz, Inc)
Approval and Effective Date of the Merger; Miscellaneous Matters. 1. The merger shall become effective when all the following actions shall have been taken:
(a) This Plan shall be authorized, adopted, and approved by and on behalf of each Constituent Corporation in accordance with the laws of the states state of Delaware and Nevada;
(b) This Plan, or certificate of merger in the form required, executed and verified in accordance with the laws of the states state of Delaware and Nevada, shall be filed in the Offices Office of the Secretary of State of Delaware and Nevada; and
(c) The date on which such actions are completed and such merger is effected is herein referred to as the "Effective Date."
2. If at any time the Surviving Corporation shall deem or be advised that any further grants, assignments, confirmations, or assurances are necessary or desirable to vest, perfect, or confirm title in the Surviving Corporation, of record or otherwise, to any property of NAMC MERGER CO. acquired or to be acquired by, or as a result of, the merger, the officers and directors of NAMC MERGER CO. or any of them shall be severally and fully authorized to execute and deliver any and all such deeds, assignments, confirmations, and assurances and to do all things necessary or proper so as to best prove, confirm, and ratify title to such property in the Surviving corporation and otherwise carry out the purposes of the merger and the terms of this Plan.
3. The Surviving Corporation may be served with process in the State of Delaware Nevada in any proceeding for the enforcement of any obligation of NAMC MERGER CO. as well as for enforcement of any obligation of the Surviving Corporation arising from the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of NAMC MERGER CO. against the Surviving Corporation.
4. Such Surviving Corporation will promptly pay to the dissenting shareholders of NAMC the amount, if any, to which they shall be entitled under the provisions of the Delaware Revised Business Corporation Act with respect to the rights of dissenting shareholders
5. The Secretary of State of the State of Delaware Nevada shall be irrevocable irrevocably appointed as the agent of the Surviving Corporation to accept service of process in any such proceeding;
5. The Surviving Corporation's address for any service of process received by the Secretary of State is 0000 Xxxxx Xxxxxx Xxxxxx, Carson City, Nevada 89706.
6. This Plan cannot be altered or amended, except pursuant to an instrument in writing signed on behalf of the parties hereto.
7. For the convenience of the parties and to facilitate the filing and recording of this Plan, any number of counterparts hereof may be executed, each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall be considered one instrument.
8. This Plan shall be governed by and construed in accordance with the laws of the state of Nevada.
Appears in 1 contract
Approval and Effective Date of the Merger; Miscellaneous Matters. 1. The merger shall become effective when all the following actions shall have been taken:
(a) This Plan shall be authorized, adopted, and approved by and on behalf of each Constituent Corporation in accordance with the laws of the states of Delaware Utah and Nevada;
(b) This Plan, or certificate of merger in the form required, executed and verified in accordance with the laws of the states of Delaware Utah and Nevada, shall be filed in the Offices of the Secretary of State of Delaware Utah and Nevada; and
(c) The date on which such actions are completed and such merger is effected is herein referred to as the "Effective Date."
2. If at any time the Surviving Corporation shall deem or be advised that any further grants, assignments, confirmations, or assurances are necessary or desirable to vest, perfect, or confirm title in the Surviving Corporation, of record or otherwise, to any property of NAMC DII acquired or to be acquired by, or as a result of, the merger, the officers and directors of NAMC DII or any of them shall be severally and fully authorized to execute and deliver any and all such deeds, assignments, confirmations, and assurances and to do all things necessary or proper so as to best prove, confirm, and ratify title to such property in the Surviving corporation and otherwise carry out the purposes of the merger and the terms of this Plan.
3. The Surviving Corporation may be served with process in the State of Delaware Utah in any proceeding for the enforcement of any obligation of NAMC DII as well as for enforcement of any obligation of the Surviving Corporation arising from the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of NAMC DII against the Surviving Corporation.
4. Such Surviving Corporation will promptly pay to the dissenting shareholders of NAMC the amount, if any, to which they shall be entitled under the provisions of the Delaware Revised Business Corporation Act with respect to the rights of dissenting shareholders
5. The Secretary of State of the State of Delaware Utah shall be irrevocable appointed as the agent of the Surviving Corporation to accept service of process in any such proceeding;
5. The Surviving Corporation's address for any service of process received by the Secretary of State is Nevada Agency and Trust Co, 50 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000.
6. This Plan cannot be altered or amended, except pursuant to an instrument in writing signed on behalf of the parties hereto.
7. For the convenience of the parties and to facilitate the filing and recording of this Plan, any number of counterparts hereof may be executed, each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall be considered one instrument.
8. This Plan shall be governed by and construed in accordance with the laws of the state of Nevada. The foregoing Plan of Merger, having been approved by the board of directors of each Constituent Corporation, the president and secretary of DII, and the president of EZ, do hereby execute this Plan of Merger this 26th day of September, 1999, declaring and certifying that this is our act and deed and the facts herein stated are true. Diversified Industries, Inc. Attest: a Utah corporation By: /S/ Elxxxxx X. Xxxxxx, Secretary By: /S/ Frxxx Xxxxxx, President EZ Merger Co Attest: a Nevada corporation By: /S/ Elxxxxx X. Xxxxxx By: /S/ Frxxx Xxxxxx, President STATE OF UTAH ) :ss COUNTY OF SALT LAKE ) I, the undersigned notary public, hereby certify that on the 15th day of October, 1999, personally appeared before me Frxxx Xxxxxx xnd Elxxxxx Xxxxxx, the President and Secretary, respectively, of Diversified Industries, Inc., a Utah corporation, who being by me first duly sworn, severally declared that they are the persons who signed the foregoing documents as President and Secretary of Diversified Industries, Inc., a Utah corporation, and that the statements therein contained are true.
Appears in 1 contract
Approval and Effective Date of the Merger; Miscellaneous Matters. 1. The merger Merger shall become effective when all the following actions shall have been taken:
(a) This Plan shall be authorized, adopted, and approved by and on behalf of each Constituent Corporation in accordance with the laws of the states State of Delaware and Nevada;Utah; and
(b) This Plan, or certificate Articles of merger Merger in the form required, executed and verified in accordance with the laws of the states State of Delaware and NevadaUtah, shall be filed in with the Offices Utah Department of the Secretary Commerce, Division of State of Delaware Corporations and Nevada; and
(c) Commercial Code. The date on which such actions are completed and such merger the Merger is effected is herein referred to as the "Effective Date."
21. If at any time the Surviving Corporation shall deem or be advised that any further grants, assignments, confirmations, or assurances are necessary or desirable to vest, perfect, or confirm title in the Surviving Corporation, of record or otherwise, to any property of NAMC Sento Acquisition acquired or to be acquired by, or as a result of, the mergerMerger, the officers and directors of NAMC Sento Acquisition or any of them shall be severally and fully authorized to execute and deliver any and all such deeds, assignments, confirmations, and assurances and to do all things necessary or proper so as to best prove, confirm, and ratify title to such property in the Surviving corporation Corporation and otherwise carry out the purposes of the merger Merger and the terms of this Plan.
31. The Surviving Corporation For the convenience of the parties and to facilitate the filing and recording of this Plan, any number of counterparts hereof may be served with process in the State of Delaware in any proceeding for the enforcement of any obligation of NAMC as well as for enforcement of any obligation of the Surviving Corporation arising from the merger executed, each such counterpart shall be deemed to be an original instrument, and in any proceeding for the enforcement of the rights of a dissenting shareholder of NAMC against the Surviving Corporationall such counterparts together shall be considered one instrument.
41. Such Surviving Corporation will promptly pay to the dissenting shareholders of NAMC the amount, if any, to which they This Plan shall be entitled under governed by and construed in accordance with the provisions of the Delaware Revised Business Corporation Act with respect to the rights of dissenting shareholders
5. The Secretary of State laws of the State of Delaware shall Utah.
1. This Plan cannot be irrevocable appointed as the agent altered or amended, except pursuant to an instrument in writing signed on behalf of the Surviving Corporation to accept service of process in any such proceeding;parties hereto.
Appears in 1 contract
Samples: Articles of Merger (Sento Technical Innovations Corp)
Approval and Effective Date of the Merger; Miscellaneous Matters. 1. This Agreement has been approved by the boards of directors and stockholders of the Constituent Corporations in the manner provided by the laws of the State of Delaware. The merger shall become effective when all the following actions shall have been taken:
(a) This Plan shall be authorized, adopted, and approved Certificate of Merger in the form required by and on behalf of each Constituent Corporation in accordance with the laws of the states state of Delaware and Nevada;
(b) This Plan, or certificate of merger in the form required, executed and verified in accordance with the laws of the states of Delaware and Nevada, shall be filed in the Offices Office of the Secretary of State of Delaware and Nevada; and
(c) The date on Delaware, which such actions are completed and such merger is effected is herein referred to as the "Effective Date."
2. If at any time the Surviving Corporation shall deem or be advised that any further grants, assignments, confirmations, or assurances are necessary or desirable to vest, perfect, or confirm title in the Surviving Corporation, of record or otherwise, to any property of NAMC Merger Co. acquired or to be acquired by, or as a result of, the merger, the officers and directors of NAMC the Surviving Corporation or any of them shall be severally and fully authorized to execute and deliver any and all such deeds, assignments, confirmations, and assurances and to do all things necessary or proper so as to best prove, confirm, and ratify title to such property in the Surviving corporation and otherwise carry out the purposes of the merger and the terms of this PlanAgreement.
3. The This Agreement cannot be altered or amended, except pursuant to a written instrument signed by both parties hereto. At any time before the Effective Time, this Agreement may be amended, modified or supplemented by the mutual agreement of the Boards of Directors of Merger Co. and the Surviving Corporation, notwithstanding approval of this Agreement by the stockholders of Merger Co. and the Surviving Corporation; provided, however, that no such amendment, modification or supplement not approved by the stockholders of Merger Co. and the Surviving Corporation may be served with process in materially adversely affect the State of Delaware in any proceeding benefits intended under this Agreement for the enforcement stockholders of any obligation of NAMC as well as for enforcement of any obligation Merger Co. and the Surviving Corporation. Any time before the Effective Time, this Agreement may be terminated and the Merger abandoned by the mutual agreement of the Boards of Directors of Merger Co. and the Surviving Corporation arising from Corporation, notwithstanding approval of this Agreement by the merger shareholders of Merger Co. and in any proceeding for the enforcement of the rights of a dissenting shareholder of NAMC against the Surviving Corporation.
4. Such Surviving Corporation will promptly pay to the dissenting shareholders This Agreement may be executed in multiple counterparts, each of NAMC the amount, if any, to which they shall be entitled under deemed an original and all of which taken together shall be but a single instrument. Facsimile transmissions of any signed original document, or transmission of any signed facsimile document, shall constitute delivery of an executed original. At the provisions request of any of the Delaware Revised Business Corporation Act with respect to parties, the rights of dissenting shareholdersparties shall confirm facsimile transmission signatures by signing and delivering an original document.
5. The Secretary of State This Agreement shall be governed by and construed in accordance with the laws of the State state of Delaware shall be irrevocable appointed as the agent of the Surviving Corporation to accept service of process in any such proceeding;Delaware.
Appears in 1 contract
Samples: Merger Agreement (Grote Molen Inc)
Approval and Effective Date of the Merger; Miscellaneous Matters. 1. The merger shall become effective when all the following actions shall have been taken:
(a) This Plan shall be authorized, adopted, and approved by and on behalf of each Constituent Corporation in accordance with the laws of the states of Delaware Utah and Nevada;
(b) This Plan, or certificate of merger in the form required, executed and verified in accordance with the laws of the states of Delaware Utah and Nevada, shall be filed in the Offices of the Secretary of State of Delaware Utah and Nevada; and
(c) The date on which such actions are completed and such merger is effected is herein referred to as the "Effective Date."
2. If at any time the Surviving Corporation shall deem or be advised that any further grants, assignments, confirmations, or assurances are necessary or desirable to vest, perfect, or confirm title in the Surviving Corporation, of record or otherwise, to any property of NAMC DISX acquired or to be acquired by, or as a result of, the merger, the officers and directors of NAMC DISX or any of them shall be severally and fully authorized to execute and deliver any and all such deeds, assignments, confirmations, and assurances and to do all things necessary or proper so as to best prove, confirm, and ratify title to such property in the Surviving corporation and otherwise carry out the purposes of the merger and the terms of this Plan.
3. The Surviving Corporation may be served with process in the State of Delaware Utah in any proceeding for the enforcement of any obligation of NAMC DISX as well as for enforcement of any obligation of the Surviving Corporation arising from the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of NAMC DISX against the Surviving Corporation.
4. Such Surviving Corporation will promptly pay to the dissenting shareholders of NAMC the amount, if any, to which they shall be entitled under the provisions of the Delaware Revised Business Corporation Act with respect to the rights of dissenting shareholders
5. The Secretary of State of the State of Delaware Utah shall be irrevocable appointed as the agent of the Surviving Corporation to accept service of process in any such proceeding;
5. The Surviving Corporation's address for any service of process received by the Secretary of State is Nevada Agency and Trust Co, 50 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000.
6. This Plan cannot be altered or amended, except pursuant to an instrument in writing signed on behalf of the parties hereto.
7. For the convenience of the parties and to facilitate the filing and recording of this Plan, any number of counterparts hereof may be executed, each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall be considered one instrument.
8. This Plan shall be governed by and construed in accordance with the laws of the state of Nevada. The foregoing Plan of Merger, having been approved by the board of directors of each Constituent Corporation, the president and secretary of DISX, and the president of CW, do hereby execute this Plan of Merger this 19th day of October, 2000, declaring and certifying that this is our act and deed and the facts herein stated are true. OFFICER'S CERTIFICATE Dynamic Information System and eXchange, INC. I, Laxxx Xxxxx, President of Dynamic Information System and eXchange, Inc., a Utah corporation ("DISX"), hereby certify in accordance with the Utah Revised Business Corporation Act that the Plan of Merger to which this certificate is attached, after having been first duly approved and adopted by DISX and Career Worth, Inc., a Nevada Corporation ("CW"), was duly approved and adopted pursuant to section 16-10a-1107 of the Utah Revised Business Corporation Act of the State of Utah by the vote of holders of a majority of all of the outstanding stock of DISX; and that thereby the Plan of Merger was duly adopted as the act of the stockholders of said corporation and is the duly adopted agreement and act of said corporation. I have executed this certificate this 19th day of October, 2000. By:/S/Laxxx Xxxxx, President OFFICER'S CERTIFICATE Career Worth, Inc.
I, Roxx Xxxxxxx, President of Career Worth, Inc., a Nevada corporation ("CW"), hereby certify in accordance with the Nevada Revised Statutes that the Plan of Merger to which this certificate is attached, after having first duly approved and adopted pursuant to section 92A.190 of the Nevada Revised Statutes by the vote of holders of a majority of all of the outstanding stock of CW; and that thereby the Plan of Merger was duly adopted as the act of the stockholders of said corporation and is the duly adopted agreement and act of said corporation. I have executed this certificate this 19th day of October, 2000. By:/S/Roxx Xxxxxxx, President EXECUTION AND ACKNOWLEDGMENT The foregoing Plan of Merger, having been approved by the board of directors of each Constituent Corporation, having been adopted by the stockholders of Dynamic Information System and eXchange, Inc. ("DISX"), in accordance with the Utah Revised Business Corporation Act and the laws of the State of Utah, and the majority vote of the stockholders of Career Worth, Inc., a Nevada corporation ("CW"), in accordance with the Nevada Revised Statutes and the laws of the State of Nevada the president and secretary of DISX and the president CW do hereby execute this Plan of Merger this 19th day of October, 2000, declaring and certifying that this is our act and deed and the facts herein stated are true. Dynamic Information System and eXchange, Inc. Attest: a Utah corporation By:/S/Laxxx Xxxxx, Secretary By:/S/Laxxx Xxxxx, President Career Worth, Inc. Attest: a Nevada corporation By:/S/Laxxx Xxxxx By:/S/Roxx Xxxxxxx, President STATE OF UTAH ) :ss COUNTY OF SALT LAKE ) I, the undersigned notary public, hereby certify that on the 19th day of October, 2000, personally appeared before me Laxxx Xxxxx, the President and Secretary, respectively, of Dynamic Information System and eXchange, Inc., a Utah corporation, who being by me first duly sworn, severally declared that they are the persons who signed the foregoing documents as President and Secretary of Dynamic Information System and eXchange, Inc., a Utah corporation, and that the statements therein contained are true.
Appears in 1 contract
Samples: Articles of Merger (Dynamic Information System & Exchange Inc)
Approval and Effective Date of the Merger; Miscellaneous Matters. 1. The merger shall become effective when all the following actions shall have been taken:
(a) This Plan Agreement shall be authorized, adopted, and approved by and on behalf of each Constituent Corporation in accordance with the laws of the states of Delaware California and Nevada;
(b) This PlanAgreement, or certificate officers' certificates of merger each Constituent Corporation, and any other documents in the form required, executed and verified in accordance with the laws of the states State of Delaware and NevadaCalifornia, shall be filed in the Offices of the Secretary of State of Delaware and NevadaCalifornia; and
(c) The date on which such actions are completed and such merger is effected is herein referred to as the "Effective Date."
2. If at any time the Surviving Corporation shall deem or be advised that any further grants, assignments, confirmations, or assurances are necessary or desirable to vest, perfect, or confirm title in the Surviving Corporation, of record or otherwise, to any property of NAMC EZ acquired or to be acquired by, or as a result of, the merger, the officers and directors of NAMC EZ or any of them shall be severally and fully authorized to execute and deliver any and all such deeds, assignments, confirmations, and assurances and to do all things necessary or proper so as to best prove, confirm, and ratify title to such property in the Surviving corporation and otherwise carry out the purposes of the merger and the terms of this PlanAgreement.
3. The Surviving Corporation may be served with process in the State of Delaware Nevada in any proceeding for the enforcement of any obligation of NAMC EZ as well as for enforcement of any obligation of the Surviving Corporation arising from the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of NAMC EZ against the Surviving Corporation.
4. Such Surviving Corporation will promptly pay to the dissenting shareholders of NAMC the amount, if any, to which they shall be entitled under the provisions of the Delaware Revised Business Corporation Act with respect to the rights of dissenting shareholders
5. The Secretary of State of the State of Delaware Nevada shall be irrevocable appointed as the agent of the Surviving Corporation to accept service of process in any such proceeding;
5. The Surviving Corporation's address for any service of process received by the Secretary of State is Nevada Agency and Trust Co, 50 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxx, Xxxxxx 00000.
6. This Agreement cannot be altered or amended, except pursuant to an instrument in writing signed on behalf of the parties hereto.
7. For the convenience of the parties and to facilitate the filing and recording of this Agreement, any number of counterparts hereof may be executed, each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall be considered one instrument.
8. This Agreement shall be governed by and construed in accordance with the laws of the state of California. The foregoing Agreement of Merger, having been approved by the board of directors of each Constituent Corporation, and having been adopted separately by the stockholders of each Constituent Corporation thereto in accordance with the laws of the states of Nevada and California, the duly authorized officers of the Constituent Corporation's do hereby execute this Agreement of Merger this 17th day of October, 2000, declaring and certifying that this is our act and deed and the facts herein stated are true. EZConnect Merger Co., a Nevada corporation /S/ Elxxxxx X. Xxxxxx, President and Secretary Encore Wireless, Inc., a California corporation /S/ Tox X. Xxxxxx, President and Secretary OFFICER'S CERTIFICATE EZCONNECT MERGER CO. I, Elxxxxx X. Xxxxxx, the duly elected President and Secretary of EZConnect Merger Co., a Nevada corporation ("EZ"), hereby certify that:
1. The Agreement of Merger to which this certificate is attached was unanimously approved by EZ's Board of Directors.
2. EZ has 1,000 outstanding shares of its common stock, being all the out- standing shares entitled to vote on the Agreement of Merger.
3. The principal terms of the Agreement of Merger were approved by a vote of all of the outstanding shares of common stock, which equaled or exceeded the majority vote required for each class.
4. Shares of common stock and Series A preferred stock of EZConnect, Inc., a Nevada corporation and the sole stockholder of EZ (the "Parent"), will be issued in connection with the Agreement of Merger. The Agreement of Merger was unanimously approved by the Parent's Board of Directors, but no approval of the Parent's stockholders is required. Under the penalty of perjury of the laws of the State of California, I declare that the foregoing is true and correct of my own knowledge. I have executed this certificate this 17th day of October, 2000, at Salt Lake City, Utah. /S/ Elxxxxx X. Xxxxxx I, Tox X. Xxxxxx, the duly elected President and Secretary of Encore Wireless, Inc., a California corporation ("EWI"), hereby certify that:
1. The Agreement of Merger to which this certificate is attached was unanimously approved by EWI's Board of Directors.
2. EWI has 6,316,456 outstanding shares of its common stock and 20,000 out- standing shares of its preferred stock, being all the outstanding shares entitled to vote on the Agreement of Merger.
3. The principal terms of the Agreement of Merger were approved by a vote of all of the outstanding shares of common stock and all of the outstanding shares of preferred stock, which equaled or exceeded the majority vote required for each class.
4. EWI is the surviving corporation. The Articles of Incorporation of EWI are not being amended by the Agreement of Merger.
Appears in 1 contract
Approval and Effective Date of the Merger; Miscellaneous Matters. 1. The merger shall become effective when all the following actions shall have been taken:
(a) This Plan shall be authorized, adopted, and approved by and on behalf of each Constituent Corporation in accordance with the laws of the states of Delaware Colorado and Nevada;
(b) This Plan, or certificate of merger in the form required, executed and verified in accordance with the laws of the states of Delaware Colorado and Nevada, shall be filed in the Offices of the Secretary of State of Delaware Colorado and Nevada; and
(c) The date on which such actions are completed and such merger is effected is herein referred to as the "Effective Date."
2. If at any time the Surviving Corporation shall deem or be advised that any further grants, assignments, confirmations, or assurances are necessary or desirable to vest, perfect, or confirm title in the Surviving Corporation, of record or otherwise, to any property of NAMC HSCO acquired or to be acquired by, or as a result of, the merger, the officers and directors of NAMC HSCO or any of them shall be severally and fully authorized to execute and deliver any and all such deeds, assignments, confirmations, and assurances and to do all things necessary or proper so as to best prove, confirm, and ratify title to such property in the Surviving corporation and otherwise carry out the purposes of the merger and the terms of this Plan.
3. The Surviving Corporation may be served with process in the State of Delaware Colorado in any proceeding for the enforcement of any obligation of NAMC HSCO as well as for enforcement of any obligation of the Surviving Corporation arising from the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of NAMC HSCO against the Surviving Corporation.
4. Such Surviving Corporation will promptly pay to the dissenting shareholders of NAMC HSCO the amount, if any, to which they shall be entitled under the provisions of the Delaware Colorado Revised Business Corporation Act with respect to the rights of dissenting shareholders
5. The Secretary of State of the State of Delaware Colorado shall be irrevocable appointed as the agent of the Surviving Corporation to accept service of process in any such proceeding;
Appears in 1 contract
