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N0~1, TNEREFORE, in consideration of the premises and
the mutual covenants, agreements, provisions, promises and grants
hesein contained, the parties hereto agree, in accordance with
the provisions of Chapter 608 of the Florida Statutes, that the
Constituent Corporations shall be, and they are hereby, merged
into a single corporation, namely Southeast, one of the parties
hereto (herein sometimes referred to as the "Surviving Corporation");
and that the Constituent Corporation other than the Surviving
Corporation will sometimes hereinafter be referred to as the
"Merging Corporation" and that the teYms and conditions of the
Merger, the mode of carrying the same into effect, and the manner
and basis of converting or otherwise dealing with the shares
of the Constituent Corporations shall be as hereinafter set
forth:
ARTICLE I
Corporate Existence of Surviving Corporation
A. Upon the Merger becoming effective, the separate
existence of the Merging Corporation shall cease, and the Surviving
Corporation shall continue and be governed by the laws of the
E State of Florida; all property, real, personal and mixed, of
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p every kind, make and descriptien, and all rights, privi2eges,
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€ powers and franchises, whether or not by their terms assignable,
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~ and all immunities, as vell of a public as of a private nature,
~ and all debts due the Merging Corporatfon, on whatever account
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and other choses in action belonging to it shall be taken and ~
~ be deemed to be transferred to and vested in the Surviving
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Corporation, and shall be thereafter as effectively the property
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~ of the Surviving Corporation as they were of the Merging Corporation,
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~ and the title to any property, real, personal or mixed, wherever
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~ situate, and the ownership of any~right or privilege vested
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in the Merging Corporation shall not revert or be lost or be
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~ adversely affected or be in any Way impaired by reason of the
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~ I~terger, but shall vest in the Surviving Corporation; all rights
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