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The Iy. \..IIWS of the COt\ t . OJ 1 ng Corporat 10n thall be
the present 8y-L.-s 0' OAIHTf\tY GROVE CORPOftATlOH.
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_ The mode of carrying Into effect the Merger provided
in thi~ Agr.ement, and the manner and basis of C.USifi9 the ihare~
of stock .od all the rights In respect thereof of each of the coo.
stltuent corporations issued and outstanding or reserved for Is.
1Uance a. of the effective date of this Agreement to coo$titute or
be converteo Into thares of the Continuing Corporation forthwith
upon the effective date of this Agreement are as foll~l
The stockholders of each of the corporations wh;ch
are a party to this A9re~nt are identical and hold the same nwm.
ber of shares in each corporation; upon the effective date of this
Aggrement all of the authorized, issued and outstanding shares of
Coll ingwood, C9nit.ble and Muir shall be extinguished and cease to
be of any effect ~.tever and the certificates thereof shall be
slJbmltted to the secretary of the Continuing Corporation by the
holders t~ereof for c.ancellatioot
ARTICLE V
I
On the e ffeel I ve date of th l::i Agreemen t. a 11 and
singular, _the rights, privileges, powers, franchises, whether or
not by their terms assig'uble, and lrrmunities as well of a public
as of a private nature, of each of t.he constituent corporati onS
and all property, real, personal and mixed and all debts due to
any of the constituent corporations on whatever account or belong-
11"9 to each of the cons t i tuent coq)orat i on5 sha 11 be ves ted in the
Continuing Corporatloni and all property, rights, privileges and
franchises and all and every other interest of each of the con-
stituent corporation~ shnll be thereafter as effectually the prop-
erty of the Continuing Corporation as they were of the several and
respective constituent corporations, and the title to any real or
personal estate, whnther by deed or otherwise, vested in any of
the constituent corporatio~s shall not revert or be In any way
Im~)ai red by reason of the Mer~er; provided, however, that all
rights of creditors and all liens upon any property of any of sa:d \
constituent corporations shall be preserved, unimpaired, limited
in lien to the property affected by such I iens, and all debts,
I iabl litles and duties of the respective constituent corporations
sha 11 thence for th at tach to t he Con t I nu i fl9 Cor-ponH i on and may be
enforced against it to the same extent as if such debts, I labil-
ities and duties had been inc~rred or contracted by the Continuing
Corporation, and the several constituent corporatIons, parties
hereto, hereby agree that from time to time, as and when requested
by the Contin!Jing COrpOfi"ltion or by its successors or as~igns,
they will execute and deliver or cause to be executed and dellver- I
cd at 1 ~lIch deeds and other instruments and wi i 1 take or calise to J
be t~ken such further or '?tht~r i1<?tion as the Continuing COiP?((~tiorl
may deem neces~ary or deSIrable in order to more fully vest in and
confirm to the Continuing Corporation title to and possession of
all said property, rights, privIleges, pow~rs and franchises and
otherwise to carry out the intent and purposes of this Agreement.
~~!! Cl.E Vi
This Agree(nent ~hal I take effect anc1 be deemed ilnd I
taken to be the A~ree-mcnt of t-1c:rgor of said constituent Corpor(j& I
t ions upon tile filing her~of in the office of the Secretary of I
Stare of F\or\~l1,and Ilpon the dolng,of S~JCh, other act;;, and t.h!r:gs
a5 shnll be required for ~cc~npl Ish:ngtne Merger by the eppl1cabl,
provisions of said laws of tho State of Florida, as amended and
supplemented.