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A. Articles of Merger. prepared ia accordance with the requirements ~
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of the applicable statutes of the State of Missouri. promptly shall be sxecuted ~
. in duplicate by each of the Coastituent Corporations by iLs President or Vice-
President, and verified by him, and the corporate seal of each of the Consti-
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tuent Corporations shall be thereto affixed and attes#ed by its Secretary or an s
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Assistant Secretary, and thereupon, subject to the provisions of Sectipa IX
above, duplicate executed originals of said Articles of Merger promptly shall
be delivered to the Secretary of State of the State. of Missouri for filing in the
manaer provided by the la~vs of that state; said Articles of Merger also shall •
contaia aad set forth the agreemeat of the Florida Corporation to promptly pay
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the diasenting shareholders of the Missouri Corporation the amouat, if any,
to which they shall be entitled under the laws of the State of Missouri with
respect to the rights of dissenti.ag• shareholders and a designation of the Sec-
retary of State oE the State o` ~iissouri as the agent of the Surviving Corporation
upoa whom process against the Surviving Corporation may be served as pro-
vided by Section 35I.458. 1(2) of the General and Business Corporation Law of
iviissouri; and - '
B. Adoption of the :~ree~eat azd r'~lan o: ~~rterger by the Florida Cor-
poration shall be certified S; the Secre;~zr} or Assistant Secretary of each of
the Constituent Corporatior_s anC t:~e cor~~ra-e seal of each of the Constituent
Cor~orations shall be there±o afiised, and tne Agreement and Plan oE 3Vlerger
so adopted and certified shall, for each of the Constituent Corporatiais, be
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~ signed by the President or ~'ice-President and Secretary or Assistant Secre- . . 4
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tary under its corporate seal and acknowledoed by the President or Vice-
President to be Ehe act, dee~ and agreement of each Constituent Corporation.
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Said Agreement and Plan of t•ierger, so adopted and certified, shall be deli-
vered to the Secretary of State o: the State of Florida for filing in the manner
Drovided by the la~vs of that state.
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