|
20130043E
<br />7. Effect of Merger.
<br />a. Upon the Effective Date of this merger, the separate existence of AC shall
<br />cease and AC shall be merged, in accordance with this Agreement, into SC which shall
<br />survive such merger and shall have all the rights, privileges, immunities, and powers and
<br />shall be subject to all duties and liabilities of a corporation organized under the Nebraska
<br />Business Corporation Act. SC shall thereupon and thereafter possess all the rights,
<br />privileges, immunities, and franchises, of a public as well as of a private nature, of each
<br />of the Merging Companies. All property, real, personal, and mixed, and all debts due on
<br />whatever account, including subscriptions to shares, and all other things, choses, and
<br />causes of action, and all and every other interest of or belonging to or due to each of the
<br />Merging Companies shall be taken and deemed to be transferred to and vested in SC
<br />without any further act or deed and shall thereafter be the property of SC to the same
<br />extent as they were of each of the Merging Companies. The title to any real estate, or
<br />any interest therein, vested in either of the Merging Companies shall not revert or be in
<br />any way impaired by reason of the merger. SC shall thenceforth be responsible and
<br />liable for all of the liabilities and obligations for each of the Merging Companies. Any
<br />claim existing or action or proceeding pending by or against either of the Merging
<br />Companies may be prosecuted as if the merger had not taken place, or SC may be
<br />substituted in the place of either of the Merging Companies. Neither the rights of
<br />creditors nor any liens upon the property of either of the Merging Companies shall be
<br />impaired by the merger.
<br />b. Upon the Effective Date, the assets, liabilities, reserves and accounts of
<br />each of the Merging Companies shall be taken upon the books of SC, as the surviving
<br />corporation, at the amount at which they respectively shall be carried on the books of
<br />said corporation.. The equity securities of AC shall cease to exist and the holders of
<br />such equity securities shall thereafter be entitled only to the cash, property, or securities
<br />into which such equity securities shall have been converted in accordance with this
<br />Agreement, subject to any dissenter's rights under the Nebraska Business Corporation
<br />Act.
<br />c. All corporate acts, plans, policies, approvals and authorizations of AC, its
<br />sole member, managers, committees, elected or appointed by the managers and
<br />agents, which were valid and effective immediately prior to the Effective Date of the
<br />merger, shall be taken for all purposes as the acts, plans, policies, approvals and
<br />authorizations of SC, the surviving corporation, and shall be effective and binding
<br />thereon. The employees and agents of AC shall become the employees and agents of
<br />SC, the surviving corporation and continue to be entitled to the same rights and benefits
<br />(including, but not limited to, the right to participate in the 401(k) plan sponsored by SC),
<br />which they enjoyed as employees and agents of AC.
<br />8. Warranties and Representations of SC. SC warrants, represents and covenants
<br />with AC, and its shareholders, their successors and assigns, as follows:
<br />a. SC is a corporation duly organized, validly existing and in good standing
<br />under the laws of the State of Nebraska.
<br />b. The entire authorized capital of SC consists of 10,000 shares of a single
<br />class of common stock having a par value of $1.00 per share, of which 10,000 shares
<br />are issued and outstanding.
<br />4827 - 8636- 7762.1 - 2 -
<br />
|