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EXHIBIT 1.A.(9)(c)
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER ("Agreement"), is entered into on
this the ______ day of _____________, 1991, by and between XXXXXXX XXXXX LIFE
INSURANCE COMPANY, an Arkansas life insurance corporation with it home office
in Arkansas located at 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx Xxxx,
Xxxxxxxx 00000 (hereinafter sometimes referred to as "MLLIC" or the "Surviving
Corporation"), and TANDEM INSURANCE GROUP, INC., an Illinois life insurance
corporation with its home office in Illinois located at 00 Xxxxx XxXxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxx, (hereinafter sometimes referred to as "Tandem")
(said life insurance corporations being hereinafter sometimes collectively
referred to as the "Constituent Corporations").
RECITALS
1. MLLIC is a corporation duly organized and existing under the
laws of the state of Arkansas, having been originally incorporated on January
27, 1986, and has on the date hereof an authorized capital consisting of
1,000,000 shares of common stock of the par value of $10.00 per share, of
which, on the date hereof, 200,000 shares are issued and outstanding, all of
which shares are
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owned legally and beneficially by Xxxxxxx Xxxxx Insurance Group, Inc. ("MLIG").
2. Tandem is a corporation duly organized and existing under the
laws of the state of Illinois, having been originally incorporated on August
11, 1952, and has on the date hereof an authorized capital consisting of
5,000,000 shares of common stock of the par value of $1.10 per share, of which,
on the date hereof, 1,100,000 shares are issued and outstanding, all of which
shares are owned legally and beneficially by MLIG.
3. The Board of Directors of each of the Constituent Corporations
deems it advisable and in the best interest of said corporations that Tandem be
merged into MLLIC as provided herein and has approved of this Agreement.
In consideration of the premises and the mutual agreements herein
contained, the parties hereto, in accordance with the applicable provisions of
the laws of the state of Arkansas and the state of Illinois, do hereby agree as
follows:
1. MERGER. Tandem shall be merged with and into MLLIC. On and
after the effective date of this contemplated merger:
(a) MLLIC shall be the Surviving Corporation and shall
continue to exist as a domestic stock life insurance company under the laws of
the state of Arkansas. As the Surviving Corporation,
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MLLIC shall possess all rights, privileges, powers, franchises, and immunities
of a public as well as of a private nature and be subject to all the
liabilities and duties of each of the Constituent Corporations so merged, and
all, and singular, of the rights, privileges, powers, franchises, and
immunities of each of the Constituent Corporations and all property, real,
personal, and mixed, and all debts owing on whatever account and all other
things in action of or belonging to each of the Constituent Corporations shall
be transferred to and vested in the Surviving Corporation without further act
or deed. All property, rights, privileges, powers, franchises, and immunities
and all and every other interest shall be thereafter the property of the
Surviving Corporation as effectually as they were of the several and respective
Constituent Corporations. In particular, without limiting the foregoing, each
separate account duly established by each of the Constituent Corporations prior
to the effective date of the contemplated merger shall, on and after the
effective date of the contemplated merger, be a duly established separate
account of the Surviving Corporation as though it had been originally
established by the Surviving Corporation. However, all rights of creditors and
all liens upon the property of any of the Constituent Corporations shall be
preserved unimpaired, limited in lien to the property affected by
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the lien at the time of the merger. All debts, liabilities, and duties of the
respective Constituent Corporations shall thenceforth attach to the Surviving
Corporation and may be enforced against it to the same extent as if the debts,
liabilities, and duties had been incurred or contracted by it.
(b) Tandem, as a Constituent Corporation, pursuant to the
Illinois Insurance Code and the Arkansas Insurance Code, shall cease to exist,
and its property and obligations shall become the property and obligations of
MLLIC as the Surviving Corporation.
2. NAME AND STATE OF DOMICILE OF SURVIVING CORPORATION. Upon the
effectiveness of the merger, the name of the Surviving Corporation shall remain
Xxxxxxx Xxxxx Life Insurance Company and the state of domicile shall remain the
state of Arkansas.
3. ARTICLES OF INCORPORATION; BYLAWS. The Articles of
Incorporation as amended and Bylaws as amended of MLLIC shall continue as the
Articles of Incorporation and Bylaws of the Surviving Corporation.
4. DIRECTORS. The members of the Board of Directors of MLLIC
shall be the members of the Board of Directors of the Surviving Corporation
until their successors are duly elected and qualified under the Bylaws of the
Surviving Corporation.
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5. SHARES OF SURVIVOR. Each share of the common stock of MLLIC
outstanding on the effective date of the merger shall thereupon, without
further action, be one share of the common stock of the Surviving Corporation,
without the issuance or exchange of new shares or share certificates, and no
additional shares of the Surviving Corporation shall be issued.
6. CANCELLATION OF TANDEM SHARES. All authorized and outstanding
shares of the common stock of Tandem, such shares being owned in their entirety
by MLIG, and all rights in respect thereof, shall be cancelled forthwith on the
effective date of the merger, and the certificates representing such shares
shall be surrendered and cancelled, and no shares of the Surviving Corporation
shall be issued in lieu thereof.
7. APPROVALS. This Agreement shall be submitted for adoption or
approval to (1) the shareholder of MLLIC, (2) the shareholder of Tandem, (3)
the Insurance Commissioner for the state of Arkansas, (4) the Director of
Insurance for the state of Illinois, and (5) the insurance regulatory
authorities of other states, if any, which may require such submission. If and
when all such required adoptions and approvals are obtained, the officers of
each of the Constituent Corporations shall, and are hereby authorized and
directed to, perform all such further acts, and
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execute and deliver to the proper authorities for filing all documents, as may
be necessary or proper to render effective the merger contemplated by this
Agreement.
8. ABANDONMENT OF AGREEMENT. Notwithstanding any of the
provision of this Agreement, the Board of Directors of MLLIC, at any time
before or after approval by shareholders of either or both corporations, and
prior to the effective date of the merger herein contemplated, and for any
reason they may deem sufficient and proper, shall have the power and authority
to abandon and refrain from making effective the contemplated merger as set
forth herein; in which case this Agreement shall thereby be cancelled and
become null and void.
9. EFFECTIVE DATE AND TIME. The effective date and time for the
merger contemplated herein shall be at the close of the business day on the
date on which all filings required in the states of Arkansas and Illinois to
effect the proposed merger have been completed.
IN WITNESS WHEREOF, the Board of Directors of each of the Constituent
Corporations, pursuant to a resolution unanimously adopted by written consent
has caused this Agreement to be executed as of the day and year first above
written.
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DIRECTORS OF XXXXXXX XXXXX LIFE INSURANCE COMPANY,
Surviving Corporation:
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Xxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxx
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Xxxx C.R. Hele
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Xxxxx X. Xxxxxxxx
ATTEST:
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Secretary
( S E A L )
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DIRECTORS OF TANDEM INSURANCE GROUP, INC.
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Xxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxxxxxxx
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Xxxxxxxx X. XxXxxxxxxx
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Xxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxxx
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Xxxx X. Xxxxx
ATTEST:
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Secretary
( S E A L )
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