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The Board oE Direccors of the Company and the Boa~J of Directocs of ISA
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Delavare deem it advisable and for the ficneral vclEare of said Corpora-
tione en~ the stockholders of each cliereof~ tha[ such Corp~?rations merge
and consolidate under and p~rsuant tu the provisions oE tt~e Minnesota
Buainess Corporation Act and of the Gener:~l Corpora[ion Lav of the State
of Delaware. The BoarJ of Directors oE each of [he constituent corpora-
tiona has~ by_reaolutions duly adopted, approved this Agreement. The
Board oE Directora of the Company has directed that this Agreement be ~
submitted to a vote of its stockholdrrs ac a Special Meeting oE Stock-
holders duly called for the purpose •~f considering this AKreement, and
the Board of Directors of ISA Delaware has directed that this Agreement
be submi[ted to the Company. its solc.stockholder, for approval, such
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I approval to be evidenced by the vricee:n consent of the Company in accor-
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; dance with Section 228 of the Delavar~ General Corporation Lau.
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~ Noa~ therefore, the partiea here[o t~creby agree as follows:
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~ HERGER. On the F.ffective lla[e (as hereinaf[er defined), the separace
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~ existence of the Company shall ceusc and it shall be mer~;e~ into ISA
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~ Delaware vhich ahall be the survivin~; Cutporation. ISA Delavare shall
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~ continue to be governed by the lava ~~f the State of Deiavare and, on the
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~ Effec[ive Date, i[a name vill be chanKed [o "Invescors Syndica[e of
- America, Inc."
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CERTIFICATE OF If~CURI'ORATION. The Ccrtifica[e of Incorpora[ion of ISA
? Delavare shall be the Certifica[e oE Incorporation of the surviving
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