FILED
In the Office of the
Secretary of State of
Texas
JUL 22 2005
Corporations Section
ARTICLES OF MERGER
of
XXXXXXXX ASSOCIATES, INC., a Texas corporation
Into
XXXXXXXX ASSOCIATES, INC., a Delaware corporation
Pursuant to the provisions of Article 5.04 of the Texas Business
Corporation Act, the undersigned corporations adopt the following Articles of
Merger.
An Agreement and Plan of Merger has been adopted in accordance with the
provisions of Article 5.03 of the Texas Business Corporation Act providing for
the merger of XxXxxxxx Associates Inc., a Texas corporation, and XxXxxxxx
Associates Inc., a Delaware corporation, and resulting in XxXxxxxx Associates
Inc., a Delaware corporation being the surviving corporation.
1. The names of the corporations participating in the merger and in the
States under the laws of which they are respectively organized are as follows:
Name of Corporation State
------------------------- --------
XxXxxxxx Associates, Inc. Texas
XxXxxxxx Associates, Inc. Delaware
2. The plan of merger was duly approved by the shareholders of each
corporation by unanimous written consent.
3. As to each of the undersigned corporations, the approval of whose
shareholders is required, the number of shares outstanding are as follows:
Names of Corporations Number of Shares Outstanding
--------------------- ----------------------------
XxXxxxxx Associates, Inc., 1,000
a Texas corporation
XxXxxxxx Associates, Inc., 1,000
a Delaware corporation
4. The certificate of incorporation of XxXxxxxx Associates, Inc., a
Delaware corporation, shall remain in effect as the certificate of incorporation
of the surviving corporation.
FILED
In the Office of the
Secretary of State of
Texas
JUL 22 2005
Corporations Section
5. The executed agreement of merger is on file at the principal place of
business of XxXxxxxx Associates, Inc., a Delaware corporation, located at 000
Xxxxx Xxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxxxx 00000
6. A copy of the agreement of merger will be furnished, on request and
without cost, to any stockholder of any corporation a party to these Articles of
Merger.
7. As to each foreign corporation that is a party to the plan of merger,
the approval of the plan of merger was duly authorized by all action required by
the laws under which it was incorporated or organized and by its constituent
documents.
8. The surviving corporation will be responsible for the payment of all
fees and franchise taxes of the merged corporation and will be obligated to pay
such fees and franchise taxes if the same are not timely paid.
FILED
In the Office of the
Secretary of State of
Texas
JUL 22 2005
Corporations Section
Dated: July 22, 2005.
XXXXXXXX ASSOCIATES, INC.
a Delaware corporation
/s/ Xxxxx Xxxxxx
------------------------------------------
Xxxxx Xxxxxx
President and Chief Executive Officer
XXXXXXXX ASSOCIATES, INC.
a Texas corporation
/s/ Xxxxxxx XxXxxxxx
------------------------------------------
Xxxxxxx XxXxxxxx
President
