Exhibit 3.4
AGREEMENT AND ARTICLES OF MERGER
BETWEEN
CCC MERGER CORPORATION
(a Maryland Corporation)
AND
CRESTLINE CAPITAL CORPORATION
(a Delaware Corporation)
CCC Merger Corporation, a corporation duly organized and existing
under the laws of the State of Maryland ("Crestline-Maryland"), and Crestline
Capital Corporation, a corporation duly organized and existing under the laws of
the State of Delaware ("Crestline-Delaware"), do hereby certify that:
FIRST: Crestline-Maryland and Crestline-Delaware agree to merge.
SECOND: The name and place of incorporation of each party to this
Agreement and Articles of Merger are CCC Merger Corporation, a Maryland
corporation, and Crestline Capital Corporation, a Delaware corporation.
Crestline-Maryland shall be the successor and surviving corporation (the
"Successor Corporation") in the merger of Crestline-Delaware with and into
Crestline-Maryland (the "Merger").
THIRD: Crestline-Delaware was incorporated on May 14, 1997 under the
Delaware General Corporation Law under the name HMC Senior Communities, Inc.
Its name was changed on September 23, 1998 to Crestline Capital Corporation
pursuant to an amendment to its Certificate of Incorporation. Crestline-
Delaware has been registered and qualified to do business in Maryland since May
23, 1997.
FOURTH: Both Crestline-Maryland and Crestline-Delaware have their
principal offices in Xxxxxxxxxx County, Maryland. Crestline-Delaware does not
own an interest in land in Maryland.
FIFTH: The terms and conditions of the transaction set forth in this
Agreement and Articles of Merger were advised, authorized, and approved by each
corporation party to this Agreement and Articles of Merger in the manner and by
the vote required by its charter and the laws of its state of incorporation.
The manner of approval was as follows:
(a) The Board of Directors of Crestline-Delaware, by unanimous written
consent dated November 11, 1998, adopted a resolution approving this Agreement
and Articles of Merger and declaring it advisable. The sole stockholder of
Crestline-
Delaware, by written consent dated November 11, 1998, approved this Agreement
and Articles of Merger.
(b) The Board of Directors of Crestline-Maryland, by unanimous written
consent dated November 11, 1998, adopted a resolution approving the Agreement
and Articles of Merger, declared the proposed Merger was advisable on
substantially the terms and conditions set forth or referred to in the
resolution and directed that the proposed Merger be submitted for consideration
by the sole stockholder of Crestline-Maryland. The sole stockholder of
Crestline-Maryland, by written consent dated November 11, 1998, approved the
Merger.
SIXTH: At the Effective Time (as defined below), Article II of the
charter of Crestline-Maryland is hereby amended to read in its entirety as set
forth below:
ARTICLE II
NAME
----
The name of the corporation (which is hereinafter called the
"Corporation") is Crestline Capital Corporation.
There are no other amendments to the charter of Crestline-Maryland in connection
with the Merger.
SEVENTH: The total number of shares of stock of all classes which
Crestline-Delaware has authority to issue is 100 shares of Common Stock, all of
which are without par value.
EIGHTH: (a) The total number of shares of stock of all classes which
Crestline-Maryland has authority to issue is 85,000,000 shares, 75,000,000 of
which initially are classified as Common Stock, par value of $.01 per share, and
10,000,000 of which initially are classified as Preferred Stock, par value $.01
per share.
(b) The aggregate par value of all classes of stock that Crestline-
Maryland has authority to issue is $850,000.
NINTH: The Merger shall become effective upon (i) the filing of this
Agreement and Articles of Merger with the Secretary of State of Delaware, in
accordance with the Delaware General Corporation Law and (ii) the acceptance for
record of this Agreement and Articles of Merger by the Maryland State Department
of Assessments and Taxation, in accordance with the Maryland General Corporation
Law (the "Effective Time").
TENTH: The terms and conditions of the Merger, the manner and basis
of carrying the same into effect and the manner and basis of converting or
exchanging
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issued stock of the merging corporations into different stock of a corporation,
or other consideration, and the treatment of any issued stock of the merging
corporations not to be converted or exchanged, are as follows:
(a) Each share of Crestline-Delaware Common Stock issued and
outstanding immediately prior to the Effective Time shall at the Effective Time
and without further act be converted into one validly issued, fully paid and
nonassessable share of Crestline-Maryland Common Stock.
(b) Promptly following the Effective Time, holders of certificates
representing shares of Common Stock of Crestline-Delaware before the Merger
shall, upon surrender or exchange of their existing stock certificates, be
entitled to receive new stock certificates of Crestline-Maryland Common Stock.
(c) Each share of Crestline-Maryland Common Stock issued and
outstanding immediately prior to the Effective Time shall at the Effective Time
remain issued and outstanding.
ELEVENTH: That the Successor Corporation agrees that it may be served
with process in the State of Delaware in any proceeding for enforcement of any
obligation of Crestline-Delaware as well as for enforcement of any obligation of
Successor Corporation arising from the Merger, including any suit or other
proceeding to enforce the right of any stockholders as determined in appraisal
proceedings pursuant to Section 262 of the Delaware General Corporation Law.
The Successor Corporation hereby irrevocably appoints the Delaware Secretary of
State as its agent to accept service of process in any such suit or other
proceedings. The address to which a copy of such process shall be mailed by the
Delaware Secretary of State is Crestline Capital Corporation, x/x Xxxx Xxxxxxxx
Xxxxxxxxxxx, 00000 Fernwood Road, Dep't 923, Xxxxxxxx, Xxxxxxxx 00000 (Att'n:
Xxxxx X.X. Xxxxxx) until the Successor Corporation shall have hereafter
designated in writing to said Secretary of State a different address for such
purpose.
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IN WITNESS WHEREOF, Crestline-Maryland and Crestline-Delaware have
caused these presents to be signed in their respective names and on their
respective behalves by their respective executive vice presidents and witnessed
by their respective secretaries on November 12, 1998.
WITNESS: CCC MERGER CORPORATION
(a Maryland corporation)
/s/ XXXXX X.X. XXXXXX /s/ XXXXX X. XXXXXXX
--------------------- ---------------------
Xxxxx X.X. Xxxxxx Xxxxx X. Xxxxxxx
Secretary Executive Vice President
WITNESS: CRESTLINE CAPITAL
CORPORATION
(a Delaware corporation)
/s/ XXXXX X.X. XXXXXX /s/ XXXXX X. XXXXXXX
--------------------- ---------------------
Xxxxx X.X. Xxxxxx Xxxxx X. Xxxxxxx
Secretary Executive Vice President
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THE UNDERSIGNED, Executive Vice President of Crestline-Maryland, who
executed on behalf of said corporation the foregoing Agreement and Articles of
Merger of which this certificate is made a part, hereby acknowledges in the name
and on behalf of said corporation the foregoing Agreement and Articles of Merger
to be the corporate act of said corporation and hereby certifies that to the
best of his knowledge, information and belief the matters and facts set forth
therein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
/s/ XXXXX X. XXXXXXX
---------------------
Xxxxx X. Xxxxxxx
Executive Vice President
THE UNDERSIGNED, Executive Vice President of Crestline-Delaware, who
executed on behalf of said corporation the foregoing Agreement and Articles of
Merger of which this certificate is made a part, hereby acknowledges in the name
and on behalf of said corporation the foregoing Agreement and Articles of Merger
to be the corporate act of said corporation and hereby certifies that to the
best of his knowledge, information and belief the matters and facts set forth
therein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
/s/ XXXXX X. XXXXXXX
---------------------
Xxxxx X. Xxxxxxx
Executive Vice President
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