PLAN AND AGREEMENT OF LIQUIDATION AND MERGER
This Plan and Agreement of Liquidation and Merger (the "Plan") is made on
March 31, 1997, by AMC Realty, Inc., a Delaware corporation ("AMCR"), and AMC
Canton Realty, Inc., a Delaware corporation ("Canton"). On the Effective Date
(as defined in paragraph 4 below), AMCR shall own all of the shares of the sole
class of stock of Canton. It is intended that the merger contemplated by the
Plan shall constitute a liquidation of Canton in which no taxable gain or loss
is recognized pursuant to Section 332 of the Internal Revenue Code of 1986, as
amended. The terms and conditions of the Plan are as follows:
1. NAMES OF CORPORATIONS. The names of the corporations proposing to
merge are:
AMC Realty, Inc.
and
AMC Canton Realty, Inc.
2. MERGER. On the Effective Date AMCR and Canton shall merge into a
single corporation by Canton merging into AMCR.
3. NAME OF SURVIVING CORPORATION. The name of AMC Realty, Inc., which is
to be the surviving corporation, shall not be changed as a result of the merger.
4. EFFECTIVE DATE. The merger shall be effected at the close of business
on April 2, 1997 (the "Effective Date").
5. EFFECT OF MERGER. (a) On the Effective Date, the separate existence
of Canton shall cease, except to the extent that its separate existence may be
continued by law. The existence of AMCR shall continue unaffected and
unimpaired by the merger, and AMCR shall after the Effective Date have all of
the rights, privileges, immunities and powers, and shall be subject to all of
the duties and liabilities, of a corporation organized under the General
Corporation Law of Delaware.
(b) On the Effective Date, AMCR shall have and thereafter possess
all the rights, privileges, immunities, powers and franchises, of a public as
well as of private nature, of Canton,
and all property, real, personal and mixed, and all debts due on whatever
account and all other choses in action, and every other interest of or belonging
to or due to Canton shall be taken and deemed to be transferred to and vested or
remain in AMCR without further act or deed (and the title to any real estate, or
any interest therein, vested in the merging corporations shall not revert or be
in any way impaired by reason of the merger).
(c) Upon the Effective Date and thereafter, AMCR shall be
responsible and liable for all the liabilities and obligations of Canton, and
any claim existing or action or proceeding pending by or against any of such
entities may be prosecuted to judgment as if such merger had not taken place or,
in the case of Canton, AMCR may be substituted in its place. Neither the
rights of creditors nor any liens upon the property of the merging corporations
shall be impaired by the merger.
(d) The respective officers of Canton are hereby authorized to
execute all deeds, assignments and other documents which may be necessary to
effect the full and complete transfer of the properties of such corporations to
AMCR. The officers of AMCR are hereby authorized to execute and deliver any and
all documents which may be required of it in order for it to assume or otherwise
comply with any liability or obligation of Canton. If at any time AMCR shall
determine that any further documents are necessary or desirable to vest in it,
according to the terms hereof, the title to any property, rights, privileges,
immunities, powers or franchises of Canton, then the officers of such entities
shall execute and deliver all such documents and do all things necessary to vest
in and confirm to AMCR title and possession to all such property, rights,
privileges, immunities, powers and franchises, and to otherwise carry out the
purposes of this Plan.
6. CANCELLATION OF SHARES. (a) The manner and basis of cancelling the
shares of stock of the merging corporations shall be as follows:
(i) On the Effective Date, each share of the authorized $1.00 par
value common stock of AMCR, whether or not issued and outstanding, shall
continue to be one share of the $1.00 par value common stock of AMCR.
(ii) On the Effective Date, each of the one thousand (1,000) shares of
the $1.00 par value common stock of Canton which are issued and outstanding
(whether or not such shares are in all respects validly issued) and owned of
record by AMCR shall be cancelled.
7. ARTICLES OF INCORPORATION; BYLAWS; DIRECTORS; OFFICERS. The Articles
of Incorporation and Bylaws of AMCR shall not be changed by or as a result of
the merger. The directors and officers of AMCR prior to the merger shall
continue in such offices after the merger.
8. FURTHER ACTION. Each of the merging corporations shall take all
actions and do all things necessary, proper, or advisable under the laws of the
State of Delaware to consummate and make effective the merger contemplated
herein.
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IN WITNESS WHEREOF, this Plan and Agreement of Liquidation and Merger has
been signed on behalf of AMC Realty, Inc. by Xxxxx X. Xxxxx, its Executive Vice
President and on behalf of AMC Canton Realty, Inc. by Xxxxx X. Xxxxx, its
Executive Vice President, and the corporate seal of each corporation has been
affixed hereto and attested to by the Secretary of each corporation,
respectively, on the date first above written.
AMC REALTY, INC.
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Executive Vice President
(SEAL)
ATTEST:
/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx, Secretary
AMC CANTON REALTY, INC.
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, Executive Vice President
(SEAL)
ATTEST:
/s/ Xxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxxx, Secretary
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