HomeMy WebLinkAbout0034 1~RCr.R A~itl:?~:i~L:?!'i' 0"r
~ IJNITED STAT~;S FI~:ATiCs: CG'•~I'A*:Y , ItiC .
~ (s I~'lorida corporltion)
Into
` UNICAPITAL CORI~O!J~'!'7.~?:
(a Dela~rure corpor1tion)
THIS AGREE.'~I~T made and entex~ed ini:o this 27~h day of June, ~969 by
and betueen UI~IITED STAT~S FIM.4?~;CE COMP~.i!Y, ii'C a Florida corporation,
(heresft,er "USF"), and UNICAPITAL CO.~U~2AT:~Oz•i, ~ Dclaw~rc corporntion,
a vholly owned subsi~iary of USF~ (here~efter "OniCa~.~i~al" such corpo-
i•atiotls bein~ herein sometimes collectively rzfcrrcd to us "the Con-
stftuent Corporations".
WH~tEAS~ USF, by its certificate of inccrrorltion filed in the office
of the Secretary of State of F]~orida, Tallahass~e, Florida, has authorized
capital atock consisting of 4,000,000 shares of Caa^~:~~n Stock, $1 par value,
of xhich 2,233,~5 shares are noK issued and out~tanding, and 995~141 shares
of Preference Stock, Without stated value, of F:l~ich no shares are noW issued
or outstandfng.
A1~ WI~REAS, UniCapita.l, by its certificate of incorporation filed in
the office of the Secretary of State of Delahare on r:~y 9,~1969, has autho-
rized capital stock consfsting of 25,000 shares, par value $1 per share, of
xhich 12,500 shares are now issued and outstanding.
The respective boarc]s of directors of USF and UniCapital deem it to
tbe benef'it and advantage of each of safd corporations and the stockholders
of each for i~SF to merge into tJniCapital, with UniCapital being the sur-
viving corporation.
In consideratfon of the foregoing and the mutu8l agreements herein-
after set forth, the Cqnstitwent Corporations agrze that the terms and ~
conditions of such merger and the contlitions of carrying it into effect are,
aud shall be, as herein set forth:
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1. Except as herein speMfical~y set forth, the corporate existence ~
of UniCapital ~rith all its purposes, poWers and ob3ects, shall continue ~
unaffected and un3mpaired by the merger, and the corporate identity and
; existence, With alt the purposes, powers and ob3ects of USF shall be merged
' into UniCapital and UniCapital shall, as the.corporation surviving the me~~Qr,
~ be tlil~jr vested thereMith. The separate existence and corporate organizat:~n
~ of USF shall cease as soon as the merger shall ~ecome effective as hereir.
~ provided, thereupon t1SF and UniCapital shall be a single corporation~ to-Wit,
; UniCapital (hereafter sometimes re~erred to as the "Surviving Corporation"),
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~ This Merger Agreement sha11 continue in effect and the merger shall become
E ePfective on],y if the Merger Agreement is adopted by the Constituent Corpo-
~ rations as provided in paragraph 13 hereof. Upon such adoption that fact ~
~ shall be certified upon this Merger Agreement by the Secretary or an Assistant
s Secretary of esch of the Constituent Corporatior.s and under the seals therccr.
~ Thereupon, complying With the General Corporation Law of the State of Dela-
~ vare, the Merger Agreement shall be filed in the Office of the Secretary of
~ ,State of Delawa?re and a copy of the M~r~er Agreenent certified by the Secre-
tary of State of Delaware shall be filed in t~e Office of the Secretary of
~ State of Florida in compliance With the provisiors of Chapter 608~ Florida
~ 8tatutes.
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2. The ~nerger shall become effective on the first d~y of the first
calendar month after the necessary filings shall have heen accomplished fn
= Delaxare and Florida. The date when the r~er~er become. ~ffective is some-
~3 tSmes herein referred to as the "Effective D~ +_.e o:' :~e I;er~er". ~
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~ 3• The Certificate of Incorporation of S~~~~;~rin~ Corporation shall
r~ be the Certificate of Incorporation of UniC~,~;_'.~ ~~.~cpt th~t tI~e same is
bereby amended upon the Effective Date of tr~_- :>c~: by a~cndin~ Article
Fourth to read as set forth below: -
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