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Corporation3 in accordance With the Ap~.licahie Laws, the
' Constituent Corgorations herety agree that they shall cauae to
be executed, acknowledg~d, filed and/or srcorded any document ~
or durcm~nts prescribed by the Applicable Laws and that they
ahall cause to be performed all necessary acts therein and
elsewhere to effeetu~te the ~lerger.
~10. ':he Boazd of Directors ar.d the proper officers oE
each of the Conatituent Corpc~rstio~s are hereby authorized,
ecnpowered and directed to do any and all acts and ~.hir.gs, an~
to make, execute, deliver, tile and record all instsuments,
papers and documents which shali be or become necessary,
proper or convenient to carry out or put into effect any of
the provisions of this Mesger Agreeme~t or of the Merger
her~::n ~irovided for.
11. Anything herein or to the contsary ~otarithstanding,
and in accordance aith the Applicable Laws, tt~is Merger Rgree-
' ment may be terminated and abandoned by the ~oard of Dise~tors
! of any Constituent Corporation at any ifine prior to the date
' of fili~g the Merger Agreement in accordance with the Applic-
able Laws.
~ ~ IN WITNESS WBEREOF, each art hereto, ursuant to the
. approval and a~thority duly given by resolutions adopted by
its respective Board of Directors, has caused this Merger
~ Agreement to be ex~cuted by the Vice President and attested by ~
the ~ecretary thereot aa of the date first above written.
- GENl~AR INDUSTRIES, INC. s - - - . _ .
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Hy t
. vice Pres e~t ~
EST:
" . ecr ary
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_ 4 60011 ~7Q PACE 9Q~
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