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HomeMy WebLinkAboutCertificate Of MergerCertificate of Merger For Florida Limited Liability Company The following Certificate of Merger is submitted to merge the following Liability Company(ies) in accordance with s. 608.4382, Florida Statutes setle 0. a Florida Limited FIRST: The exact name, form/entity type, and jurisdiction for each mer inn party are as follows: tt ,, Name t/ l�'5V Jurisdiction ArchivesOne FL, LLC Florida ArchivesOne, Inc. Connecticut Form/Entity Type Limited Liability Company Corporation SECOND: The exact name, form/entity type, and jurisdiction of the surviving party are as follows: Name Jurisdiction Form/Entity Type ArchivesOne Inc. Connecticut Corporation THIRD: The attached plan of merger was approved by each domestic corporation, limited liability company, partnership and/or limited partnership that is a party to the merger in accordance with the applicable provisions of Chapters 607, 608, 617, and/or 620, Florida Statutes. 1 of 6 FOURTH: The attached plan of merger was approved by each other business entity that is a party to the merger in accordance with the applicable laws of the state, country or jurisdiction under which such other business entity is formed, organized or incorporated. FIFTH: If other than the date of filing, the effective date of the merger, which cannot be prior to nor more than 90 days after the date this document is filed by the Florida Department of State: SIXTH: If the surviving party is not formed, organized or incorporated under the laws of Florida, the survivor's principal office address in its home state, country or jurisdiction is as follows: 1625 Straits Turnpike, Suite 211 Middlebury, CT 06762 SEVENTH: If the survivor is not formed, organized or incorporated under the laws of Florida, the survivor agrees to pay to any members with appraisal rights the amount, to which such members are entitles under ss.608.4351-608.43595, F.S. EIGHTH: If the surviving party is an out-of-state entity not qualified to transact business in this state, the surviving entity: a.) Lists the following street and mailing address of an office, which the Florida Department of State may use for the purposes of s. 48.181, F.S., are as follows: Street address: Mailing address: 2of6 b.) Appoints the Florida Secretary of State as its agent for service of process in a proceeding to enforce obligations of each limited liability company that merged into such entity, including any appraisal rights of its members under ss.608.4351-608.43595, Florida Statutes. NINTH: Signature(s) for Each Party: Name of Entity/Organization: ArchivesOne FL, LLC ArchivesOne, Inc. Typed or Printed Name of individual: ArchlvesOne, Inc. , Sole Member. by Gary B. Watzke. Secretary Garry B. Watzke, Secretary Corporations: General partnerships: Florida Limited Partnerships: Non -Florida Limited Partnerships: Limited Liability Companies: Chairman, Vice Chairman, President or Officer (If no directors selected, signature of incorporator.) Signature of a general partner or authorized person Signatures of all general partners Signature of a general partner Signature of a member or authorized representative Fees: For each Limited Liability Company: For each Corporation: For each Limited Partnership: For each General Partnership: For each Other Business Entity: Certified Cony (optional): 3 of 6 $25.00 $35.00 $52.50 $25.00 $25.00 $30.00 PLAN AND AGREEMENT OF MERGER THIS PLAN OF MERGER (this Plan), dated as of theme th day of June, 2007, is f Yie c-Cp by and between ARCHIVESONE, INC., a Connecticut corporation (the "Parent"), and �;, ARCHIVESONE FL, LLC, a Florida limited Iiability company (the "Subsidiary"). The Pare, and the Subsidiary are sometimes referred to herein collectively as the "Parties" and individually as a "Party." The Parent is sometimes referred to herein as the "Surviving Corporation." STATEMENT OF FACTS A. The Parties deem it advisable and in the best interests of each of them and their respective shareholders/members that the Subsidiary shall be merged with and into the Parent under the terms and conditions stated herein, such merger to be effected pursuant to the laws of the State of Florida and the laws of the State of Connecticut (the "Merger"). AGREEMENT NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do agree as follows: 1. The Subsidiary'shail merge with and into the Parent, with the Parent to be the Surviving Corporation. The separate existence of the Subsidiary shall cease as of as of the date of filing of the Certificate or Articles of Merger (the "Effective Date"), except insofar as it may be continued by applicable law or in order to carry out the purposes of this Plan and except as continued by the Surviving Corporation. 2. The Certificate of Incorporation of the Parent, in effect on the date hereof, shall continue in full force and effect as the charter document of the Surviving Corporation and the name of the Surviving Corporation shall be the same as the Parent until the same shall be altered, amended or repealed, as provided therein or in accordance with the laws of the State of' Connecticut. 3. Upon the Effective Date and without further action by any person or entity, the equity interests of the Subsidiary shall not be converted in any manner, but all such interests shall be surrendered and extinguished. As the Parent is the sole holder of all equity interest in the Subsidiary, no consideration of any type will be given for the Subsidiary's equity. The rights and obligations of each of the Parent's shareholders shall be unchanged after the Effective Date from their status immediately prior to the Effective Date. 4. The bylaws of the Parent, as they exist as of the date hereof, shall be and remain the bylaws of the Surviving Corporation until the same shall be altered, amended or repealed, as provided therein or in accordance with the laws of the State of Connecticut. LI or(, 5. The directors and officers of the Parent, as they exist on the date hereof, shall continue in office until the next annual meetings of the shareholders or directors of the Parent, respectively, or until their earlier resignation or removal. 6. Upon the Effective Date, the Surviving Corporation shall succeed to and possess, without further act or deed, all of the rights, privileges, obligations, powers and franchises, both public and private, and all of the property, real, personal and mixed, of each of the Parties; all debts due to either of the Parties, on whatever account, shall be vested in the Surviving Corporation; all claims, demands, property, rights, privileges, powers and every other interest of either Party shall be as effectively the property of the Surviving Corporation as they were of the respective Parties; the title to any real estate vested by deed or otherwise in either Party shall not revert or be in any way impaired by reason of the Merger, but shall be vested in the Surviving Corporation; all rights of creditors and all liens upon any property of either Party shall be preserved unimpaired; all debts, liabilities and duties of the Parties shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it; and the Surviving Corporation shall indemnify and hold harmless the officers and directors of each of the Parties against all such debts, liabilities and duties and all claims and demands arising out of the Merger. 7. As and when requested by the Surviving Corporation or its successors or assigns, the Subsidiary will execute and deliver, or cause to be executed and delivered, all such deeds and instruments and will take or cause to be taken all such further action as the Surviving Corporation may deem necessary or desirable, in order to properly vest in and confirm to the Surviving Corporation title to and possession of any property of either of the Parties acquired by the Surviving Corporation by reason of or as a result of the Merger or to carry out the intent and purposes hereof; and the officers and directors of the Subsidiary and the officers and directors of the Surviving Corporation are fully authorized in the name of the Subsidiary or otherwise to take any and all such action. 8. The directors and officers of the Surviving Corporation are hereby authorized, empowered, and directed to do any and all acts and things and to make, execute, deliver, file, and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for. IN WITNESS WHEREOF, the Parties, pursuant to the approval and authority given by resolutions adopted by their respective Boards of Directors and/or shareholders and/or managers and members, have caused this Plan to be executed as of the date first above written. 5 ©F 6 SUBSIDIARY: ARCHIVESONE FL, LLC a Florida limited liability company By: ARCHIVESONE, INC. Sole Owner By: Name: Garry :. ' a Title: Secretary PARENT: ARCHIVESONE, INC. a Connecticut corporation By: Name: Garry B. Watzke Title: Secretary