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HomeMy WebLinkAboutCorporate Docsilepartrnrnt of Tate I certify the attached is a true and correct copy of Articles of Merger filed on May 7, 2004, as shown by the records of this office. The document number of the surviving entity is L04000023022. CR2E022 (2-03) Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol, this the Nineteenth day of May, 2004 /(45007 (giErtb,ri'!E a $Errei rr atStttti A CD CD so • 5/0712204 15-Z3 ARTICLES OF KERGER 8F t.R ri'dt, LTC, end srxmop.almvc smcnts. mc. 143 732 H04000WW0932 3 FILED NAY -1 A if: 10 :YCI. RY S A E 7Ai.l_, HASi E.?'r 0R{F , Pursuers to the pr'pvisians of -The Fltrirla L.irtlltcd Li i4sly Act gcver ag the rnekar of a damask cotparubicn•with and iatc t lit ed liability company, the, maitrtigned etttidea reign the fniinwjng Articles of Merger: 1. The r1Rmwe of the merging gallica are OPERA TOWER, 1.C, which is r► Florida litnirrti ;:iahiiity carapatty and whiich gall be the autuivsztg Iitnited littiiility company ("Surviving Emtty"), a SYNCffRON rARICING SYSTEMS, which which is a Florid* r.orpa�I end, Ore o3.`ittt tcc ofwhich will ware Mistimicarin Batty"). Z The Suivivin# Rat* wlcontinue t existence as the Surviving Entity Ni-trier iris cram= name pt rantnt to the provisions etc law of the Sirttc olTiorisia. ' 3. The merger 1114 be a t cti t e as of the data of Ming cif them Articles of Merger. 4.. Tlin Ag m t and Pittrs of Mama.. a ropy of wbs is sa lad hetzto Exhibit "A", was approved Find' d by the 1e a snh l r t tie E * E1 sale a mlicr of the Surviving Entity by 'smitten cortserstt dated May , x 4 IN MINIM M WITERED , the .ctuly authorized 111=122ing m sorbet of the Surviving Entity and the eathodroct regteserti3 t of the i isttppositig Angry bava reapeoliveY executed tit Axticlet afMergcx ItsarM.y 7.004. SURVIVING EMfl Y; a Fiorillo iiktli`tCd t' sty 94m By: Tibor lvfamogireviembcr DISAPPEARING ENTITY: SYNCHRDNP v. Florida By: MS, INC., lo, .A.uthoriZed i atiantati'0 H040OO 1O0932 3 a' d3Z=ZT 170-LO-Kvi I0 r' e5/27r2004 I;1,n;25 COMS 4 2vssa3ae EMMA - AGRE M NT AND PLAN OF M3 AUR 07 ,OPERA T0W7R$ LI c AND SYtCHR©N PSG Ry$TENT3LISZ N0.143 t H04000100932 3 FIL Zfl fM,AY -1 A [I: f 0 SECRETARY OF STATE jALLAi-IASSEE. FLOSIM\ TUIS A ITT Aria MAN OF »GER Glee "went anti Ran) is egad d into as or May 2004, by and bbtwoen O IMA TOWER, LLC, a Florida limited liebi/ity Company (the "Surviving Entity"), and SYNCH:RON ?AMINO SYSTEDitri, INC.. a Florida. =partition (the "Disappearing Ewan, as approved by the sole Member of the Surviving getity and the sate Shareholder oftlrellisapgegring Entity: A. wing Entity is a th t d liability company duly organized and i ng ttsttler the laws of the State of Ffncidda. B. Diseppeering sty is t corporation duly orgsrliniii and existing trulet the laws of the State of Florida, C, The sole Shareholder of the. Disappearing Entity and tho sale Member of the Surviving Entity believe *at /110 n rgcr of the Map:trig Bniity into the Surivit18 Entity would be advantageous and berreteiel to the respective member and shareholder, employees find customers of those entities.. . b. bisaggeeriotEntitand Surviving Entity have weed that Disappearing Entity shall =Tie into the Surviving Entity upon aloe terms and conditions and in the termer set forth its this Afgretuncitt arta Nan and in accordance w tis.the applicable tun of the State of Markin. NOW, TifEREPORE, In caneidertion of the mutual covenants,agreehinani, PrOviSiCOSI grants, guarantees and representations contained in this Agraemsnt anti P1erc end in order to consummate the trsr sAetsit described. abovk 114 lleappolinp Rattly and lbe Stz viviag Entity, the coitillifatt eantatas to his meant and Plea, agree as follows: 1. Maur. Dieappeitring Family shell be merged with .tad into Surviving Entity. flti a s_ntlifkiStYc' c Surviving Vntity shall flee with the riptide. Dcptatmont of State Artioles of Merger purautiat to Section 6,08.4382 of the Florida Statutes. 'The effective date of [lie merger (the "Effective Date") shall be st 32:01 A.M. an the. date of filing the Articles of Me gc with the Florida Speretary,of State. 2 1104000100932 3 Ea -cif c192: Z . V0-LO-4-et^ 7,2 15:29 LDS a 20.71E le NQ.143 904 H04000100932 3 FILED 3, 60nj 'MAIM The Snrvivtag Entity email continue its txia tcncc under its cttrtent ttaire pursue to the pravi pn3 of the rio ids Limited L ehilitY CompenY A ( rida Act"), shall snouted without Otlh r transfer to all the rightsa and properties of the Maa:mei% ikiA�' a A 14 ' ) fl ty sort uhnil be subject to all the debts sad liabilities of the Diaeapperatring sty in the same manner es if Surviving Entity had incurred them t accordance with the iawg aides Steve OfE tort i€i:7 r-, T l Y 0 TAT TALI n 1nwSEE, FL3t�. 4, rijaappesizing Entity. The separate 4xisinct of the Disappearing Entity 3hxdi cease upon the Effective Date of the merger in ac c rdautte with the provisions of die laws of the Sues of F'landak '3. T of olio p$�. Each membership interest in the Surviving Entity outsrtarrding imm�atoly pros taI tlx merges, and all rights in respect tharaaf, than not be changed :as $ result or tic merger a shall =tiauc to be otatstaad tzg. QaI. the Effective Date., a -4mm of tto& in the Disappearing FTitity outstanding immediately prior to the tmar r shall be cancelled. G. Arm of ot7,11111Aati€ttt. The ;Ar leltsf of Qrganiulion of the Surviving Entity as new in force anti effect shall remain in force arid erect wed okra, altered, or arucadead as *wain avidexi tenet is ,rottener prescribed by the provisions of the Florida Act . aDe i fiRiEriniiilaitt The Operating Agreement of the Surviving Entity as now in forte and effect shell ,stream funs and offset until awed. altered, or =ended as therein provided and 41 the meatier presctibrod by the provisions of the Florida Act. S, Maraseissg Merby . Tibor Hallo, the managing member of the Surviving Entity upon the Effective last& shall continue to bn the trio aging member of the Surviving Entity, who shall Meld such position until the Mien and a ttaiiSltatinn r t his a nOne4.iiort or until his tenure is otherwise terminated itt ateordanoe with the Opetsting Agee etas of the Surviving Entity, The rnartsdog member's business address IN 100 S. Flieteyne Boulevard, Suite 1100, Karel, Florida 33i3t.. - Ap roof .The agreement contear4ated by tibia Agreernam and Fan has prevtausly be submitted to and appms' d by the sale Pubaeholder of die Disappearing Entity and the sole Member of the Surviving Entity. Sttbsozpient to the exeGttt#tn'a of this Agreement sand Plan by the sok shorchoidc r of the Disappearing Entity grid the managing; member of the Surviving Entity, nach parsons smell, and ane haft ri e4 ami directed to, cause to bo executed and f eli:d such documents prescribe by the laws of the Sty of Florida said to peon all each far'thu WAILS the same amy be necessary or proper to rcrtdtx driXtVe the merger contemplated by this Agreemem and Plan, 10, ttegegilteepl, Thi4 Agreement End Plan may be emended with the approval of the n aregiug arromber of the Surviving Entity and the approval of the rote shareholder of the Dutrippesting Entity. at any time prior tot the ding c f this Agreement and Plan with the Florida Department of Stem. 31, fimising_Urt. . The Agreement and Plarx shall be construed in warder= with and governed by the lotus ate Sexes of Fined. without resort to chaff of i aw priueipltss. 3 HW4000100932 3 t70`dd9?. ZI i70-40-A-wW 1410 M 6--ra /2024 17J:29 . (MR + 2 0380 NQ 143 VP5 H04000100932 3 FILED L2. Further .+bturancor: Each of the parries hereto shy take or cause to ' ' actions, and do or clause to be done en cgs, necessary, proper or advisable m elf the inifrieT, SECR A M r 5 ��� t L 4\-1 P5 L�7 A 13, C+auti#Lrppt TOli AArerattaitt and Ptah may be wawa. in onz�' hi more catrntorpruta, each of which will be deemed All original anti all of which together will manage one and the same inatrt3Th at. 1N 'WITNESS OF, the mnaaging member of the Surviving &ity and t autbcrizd renssscnt*iive of the I3le ppe rh Entity have cxacuted this Agreement and Plan. as or the date first *bone wrkton. SURVIVING WTrrv: OPERA to l Lc 7 a florl Milted .t company By;:., Tibor 1 , NIEMAging Mam n 4 1104000100932 3 g0'd7 d92•=fit 170--40-4¢tr State of Florida Department of State I certify fromthe records of this office that OPERA TOWER, LLC is a limited liability company organized under the laws of the State of Florida, filed on March 25, 2004. The document number of this limited liability company is L04000023022. l further certify that said corporation has paid all fees due this office through December 31, 2005, that its most recent annual report was filed on January 20, 2005, and its status is active. I further certify that said limited liability company has not filed Articles of Dissolution. Given under my hand and the Great Seal of Florida, at Tallahassee, the Capital, this the Seventh day of March, 2006 Secretary of State Authentication ID: 600067339886-030706-L04000023022 To authenticate this certificate,visit the following site, enter this ID, and then follow the instructions displayed. www.sunbiz.org/auth.html