Form Cons - Articles/certificate Of Inter-Entity Consolidation Page 2
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4FOURTH:
If the resulting business entity is not organized under the laws of this State, the survivor:
(1)
Agrees that it may be served with process in this State in a proceeding for enforcement of an
obligation of a party to the consolidation that was organized under the laws of this State, as well as for
enforcement of an obligation of the resulting business entity arising from the consolidation; and
(2)
Appoints the Secretary of State as its agent for service of process in any such proceeding and the
resulting business entity shall specify the address to which a copy of the process must be mailed by the
Secretary of State. Please list such address.
__________________________________________________________________________________________
__________________________________________________________________________________________
FIFTH:
(“X” if applicable)
!
Shareholder approval was not required for one or more corporations which are parties to the written agreement
or plan of consolidation. Please list all such corporations.
________________________________________
_____________________________________________
________________________________________
_____________________________________________
SIXTH:
(1)
Complete the following, as to each participating corporation, if approval of the shareholders of one or more
corporations party to the consolidation was required.
Name of
Designation and Number
Number of Shares
NUMBER
NUMBER
Corporation
of Shares Outstanding
Entitled to Vote
Voted For
Voted Against
(2)
If the shares of any class were entitled to vote as a class, complete the following:
Name of
Designation
Number of Shares
NUMBER
NUMBER
Corporation
of Class
Outstanding
Voted For
Voted Against
The number of votes cast for the written agreement or plan in (1) or (2) above were sufficient for approval of
the written agreement or plan by the shareholders or by that class of shareholders.
SEVENTH:
All of the statements required to be set forth in the organizing documents for the resulting business entity are attached
as Exhibit ___. The appropriate form (CONS-BUS Articles of Incorporation), (CONS-LP Certificate of Limited
Partnership) or (CONS-LLC Articles of Organization of Limited Liability Company) must be attached.
EIGHTH:
Effective date of the consolidation (if other than date of filing of the Articles/Certificate) is ______________________
(Not to exceed 60 days from date of filing of the Articles/Certificate)
NINTH:
The consolidation was effected in compliance with the laws applicable to consolidations of all parties to the
consolidation.
TENTH:
There is an agreement that the resulting corporation or other business entity shall continue to comply with all
provisions of all laws applicable to consolidations of all parties to the consolidation, including, without limitation,
provisions on payment of amounts to which dissenting shareholders are entitled.
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