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~ AGREEME~T Ari'D PLAN OF MERGER °
BETWEEN
MIDWEST MORTGAGE COIiiPANY. A FLORIDA CORPOR.ATION
~ AND
MIDWEST MORTGAGE COMPANY, A MISSOURI CORPORATION
THI~ AGREEMENT A~TD PLAN OF MERGER, made and entered into
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thia 8th day of March, 2 9?3, by and between Midwest Mortgage Company, a.
~'lorida corporation (hereinafter sometimes referred to as the "Florida Corpor-
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ation" or as the "Surviving Corp~ratiaa"), and Midwest Mortgage Company, a
Viissouri corporation (hereinafter sometimes referred to as the 'ilitissouri Cor-
poratioa"), said corporations being hereinafter sometimes collectively x~ierred ~
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to as the "Constituent Corporatzons, " ~ -n
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WITVESSETH: ~'.~fO o- ~ ~
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' WHEREAS, the Florida Corporation is a corporation duly orgaYnize~
and existing under the laws of the State of Florida and is auth~rized by its
Articles of Incorporation to issue 2, 000, 000 shares of common stock, with the
par value of Ten Cents 10) per share, of which authorized shares one (I )
share presently is issued and outstan~g; a.~3
WHEREAS, the Missouri Corporation is a corporation duly organized
and existing under the laws of the S~zte of ~Sissouri, having been incorporated
oa November 13, 1933, under the name of Sohn A. ~Vathen Distillery Compaay
~ of Missouri, and is authorized under its Articles of Incorporati~n, as amended,
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i to issue 500, 000 shares of common stock, ~vith the par value ~f ~2. 50 per share,
of which authorized shares 156, 460.shares presently are issued and outstanding;
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WHEREAS, the Board of Directors of each of the Constituent Corpora-
tions and Ehe sole stockholder of the Florida Corporation hat-e duly-approved
this Agreement and Plan of Lierjer and have declared it advisa'~le and in the
° best interests of su~h Constii-ue^t Corporatians and their respectir•e shareholders
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