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was approved substantially upon the terms and conditions
set forth in these Articles.of Merger and directing that the
proposed Articles of Merger be submitted for action thereon
at the annual meeting of the shareholders of the Trust, and
(b) duly approved by the shareholders of the Trust at said
meeting of the shareholders held on April 24, 1979, by the
vote of 1,248,216 shares of beneficial interest, constituting
53.356$ of such outstanding shares.
ELEVENTH: The first Board of Directors of the
Corporation after the effective date of the Merger shall be
the directors of the Corporation in office at that date.
TWELFTH: The fallowing other provisions are deemed
by the merging parties necessary to effect the Merger:
(a) Upon the effective date of the
Merger, the 1971 Qualified Stock Option Plan of the Trust
(the "Plan") shall without further action become the Plan of
the Corporation and that number of shares of the Corporation's
Common Stock equal to the aggregate number of the Trust's
shares of beneficial interest reserved for issuance under the
Plan shall be reserved by the Corporation. The terms and
conditions of the Plan shall be unchanged upon the effective
date of the Merger except that all references to the Trust's
shares of beneficial interest shall be deemed to be references
to the Corporation's Common Stock. All outstanding options to
purchase the Trusts shares of beneficial interest prior to
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