201300436 - Laserfiche WebLink

Browse

• THIS AGREEMENT AND PLAN OF MERGER (hereinafter °Agreement ") is made and entered into effective December A, 2012, by and between Grand Island Publishing Company, Inc., a Nebraska corporation, the surviving corporation (hereinafter "SC "), and Grand Island Independent Real Estate, LLC, a Nebraska limited liability company, the acquired company (hereinafter °AC ") (collectively, the °Merging Companies "). 4827- 8636-7762.1 EXHIBIT "A" AGREEMENT AND PLAN OF MERGER WITNESSETH: 20.130043E WHEREAS, the sole shareholder and directors of SC and the sole member and managers of AC deem it advisable and in the best interests of their respective companies, shareholder and member that AC merge with and into SC in accordance with this Agreement and the applicable laws of the State of Nebraska; and WHEREAS, SC and AC desire to adopt this Agreement as a Plan of Reorganization and intend that the merger contemplated by this Agreement constitute a tax -free reorganization pursuant to the Internal Revenue Code of 1986, as amended. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and agreements herein contained, it is agreed in accordance with, and pursuant to the provisions of the laws of the State of Nebraska that AC shall be merged into SC as a single corporation, which shall be the surviving corporation, and that the terms and conditions of the merger and the mode of carrying same into effect are as hereinafter set forth. 1. Effective Date of Merger. The merger contemplated by this Agreement shall become effective upon filing of Articles of Merger with the Nebraska Secretary of State (the °Effective Date "). 2. Certificate of Incorporation. Upon the Effective Date of the merger, the Certificate of Incorporation of SC, as amended, in force immediately prior to the Effective Date of the merger shall be and remain the Certificate of Incorporation of SC. 3. Bylaws. Upon the Effective Date of the merger, the Bylaws of SC, as amended, in force immediately prior to the Effective Date of the merger shall be and remain the Bylaws of SC. 4. Officers and Directors. Upon the Effective Date of the merger, the officers and directors of SC immediately prior to the Effective Date of the merger shall be and remain the officers and directors of SC. 5. Conversion of Ownership Interests. The manner of converting ownership interest of AC into shares of SC is as follows: All outstanding ownership interest of AC shall at the Effective Date of the merger be surrendered and cancelled and no new ownership interests shall be granted to the sole member of AC. The shares of SC now held by the sole shareholder of SC shall evidence its ownership of the merged entity. 6. Shareholder Approval. This Agreement has been submitted to the sole shareholder of SC and the sole member of AC, as provided by law, and has been adopted by the affirmative vote of the holders of all of the ownership interests of each corporation.