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value $.01, o~ whfch 5.545.600 sh~res are issued and
outstanding and 1,000,000 shares of Preferred Stock~ oar value
.~.01, nane of Whi~ch arE isseed and outstanding; a?nd
WBFREAS~ WELL•CRP.FT is A corpa:ati~r. dLly organized and
existi~g u~de~ the laws of the State of Florida, and has au-
thorized capital stock consiating of 1,000 shares of Common
Stock,'par value $1.00 of which 500 ~hares are issued and ~
outstanding; and ~
WHEREAS, LUND is a corporation duly orqanized and exist- +
ing undEr the laws of ~the State of Minnesota, and has author- j
ized capital stock consisting of 1,000,000 shares of Common '
Stock, par value $.10 of vhich 884,725 shares are issued and ~
outstanding; and ~
~ WBERCaS, M;NNETOt~,(A is a corporation duly orqaniz~d and ~
existinq under the Iaws of the State of Minnesota, and has '
authorized capital sto~k consistinq oF 20,000 shares of Common ~
Stock, par value $10.Q0 of which 8,175 shares are issued and~ ;
au~standing. ~
NOW, TBEREFORE, the Constituent Corporations hereby agree
~ as follows;
~ 1. WELLCRAFT, LUND and MINNETONKA (the "Companies"j
shall merge with and into GENMAR (the "Merger"), pursuant to
the provisions of the General Corporation Law of the State of
~ Delaware and~the Florida General Corporation Act fn the case
of WELLCRAFT, and, the Minnesota 8usiness Corporation Act in
the case of LUND and MINNETONKA, (hereinafter referred to as
the "Applicable Laws"}, in accordance witb this l~erger
Agreement, and the separate existence of eaeh of the Companies
shal2 cease, and GENNAR shall continue unaff~cted and
unimpaired by the Merger, With all of its purposes, objects,
rights, ptivileges, powers and franchises, as the survi~ing
corporation (the "Surviving Corporation").
2. The Restated Certificate of Incorporation o~ Genmar,
~ as in effect immediately prior to the Merger, sha12 be the
~ . Restated Certificate of Incorporation ex~ept the second
paragraph of Article Sixth which f.s amended and restated in
itS entirety as Follows: ,
:
Irrespective of any affirmative vote
` required by law, this Certificate of Incorpor-
! ation or the By-Laws, and except as otherwise
express~y provided in this Article Sixth, any
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