Form Mbca-10 - Articles Of Merger Or Share Exchange Page 2
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3FOURTH:
("X" one box only)
If the originating document of the survivor of a merger is amended, the amendments to the survivor’s
originating document are attached as Exhibit ___ and made a part hereof.
If the result of the merger or share exchange creates a new corporation, attached is Exhibit ________ which
contains all the provisions required to be set forth in its public organic document with any other desired
provisions that are permitted. (Attach form MBCA-6-1, for a domestic business corporation)
FIFTH:
The future effective date of the articles of merger or share exchange (if other than the date of filing of the articles of
merger or share exchange) is ___________________________________.
SIXTH:
("X" if applicable)
The plan was duly approved by the shareholders and, if voting by any separate voting group was required, by
each separate group in the manner required by Title 13-C and the corporation’s articles of incorporation.
The plan of merger or share exchange did not require approval by the shareholders.
SEVENTH:
("X" if applicable)
The participation of the foreign corporation was duly authorized as required by the organic law of the
corporation.
The participation of the eligible entity was duly authorized as required by the organic law of that entity.
EIGHTH:
When a merger becomes effective, a foreign corporation or a foreign eligible entity that is the survivor of the merger is
deemed to appoint the Secretary of State as its agent for service of process in a proceeding to enforce the rights of
shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights. The foreign
corporation or the foreign other entity shall provide the mailing address to which the Secretary of State may mail a copy
of any process served on the Secretary of State.
_______________________________________________________________________________________________
(mailing address)
NINTH:
The foreign corporation or foreign eligible entity agrees that it will promptly pay the amount, if any, to which the
shareholders are entitled under
chapter 13
of Title 13-C.
TENTH:
The merger was effected in compliance with the laws applicable to mergers of all parties to the merger.
ELEVENTH:
There is an agreement that the surviving corporation or eligible business entity shall continue to comply with all
provisions of all laws applicable to mergers of all parties to the merger, including, without limitation, provisions on
payment of amounts to which dissenting shareholders are entitled.
Form No. MBCA-10 (2 of 3)
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