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Home My WebLink About1073 ~ PLAN OF MERGER Manatee County Advertiser b Press, Inc., T.V. Iiivestments, Inc., Land and Home Publications, In~., Ve^ice Shopping Cuide, Inc., and A-1 Carrier Service, Inc., Florida corporations (the "Constituent Corporations") shall be merged into~Ssestr~inster (Florida) Inc., a Florida corporation, as follow~: 1. Surviving Corporation. Westminster (Florida) Inc. shall be the surviving corporat~on (the "Surviving Corpora~ion"). 2. Ownership of Stock. All the shares of stock, issued and outstanding, of the Constituent Corporations are owncd by the Surviving Corporation. 3. Terms and Conditions of I~ferger. On the effective date of the merger of the Constituent Corporations into the Surviving Corporation, the separate existence of each of the Constituent Corporations shall cease, the shares of stock, issued and outstanding, of the Constituent Corporations shall be cancelled, and the Surviving Corporation shall succeed to ali the liabilities of the Constituent Corporations. There shall be no change in the Articles of Incorporation of the Surviving Corporation as a result of the meryer of the Con- stituent Corporations into the Surviving Corporation. 4. Further Assurances. If at any ti_me the Surviving Corporation shall determine that additional conveyances, docu- ments or other actions are necessary to carry out the provi- sions of this Plan of tierger, the officers and directors of the Constituent Corporations as of ttie effective date of this merger shall execute such conveyances or documents or take such action. In connection with the foregoing, the officers of the Surviving Corporation and their respective successors in office, and each or any of them, are hereby appointed attorneys-in-fact for each and any of the oEficers of the Constituent Corporations for the purpose of executing any such conveyance or document or taking such action. 5. Y7aiver. Pursuant to Section 607.227(9), Plorida Statutes, the Surviving Corporation, ~he holc3er of all ttie outstznding shares of stock of the Constituent Cor,~orations, hereby waives the reyuirement in Section 607.2?_7(2), Florida SLaL-utes, that a copy of the Plan of ~:crc~cr l~e rn~-~i.lec~ to it. ---- 5181`7'7 ------------ -- - - --- - - - - - - - -- - - - - --19~i ~ ~ ; 25 ~~~. ?: ~3 F.::3~il~it 1~ i ` '~;349 e,~E1074 ~ ~: ~ ~$ ~ : . , ~ .,,:; :.: ~. ,,... s: t~~: i -~ ~~,~ ~.~~. ~trc: F~ ~~~'?`'; .~ ,, -~- ~._. ~ - ~ , ~ ~ ~