201300437 - Laserfiche WebLink

Browse

201300437 3.3 Survival of Corporate_Acts. All corporate acts, plans, policies, approvals and authorizations of each of the Constituent Corporations and their sole shareholder, board of directors, committees (whether elected or appointed by the board of directors), officers and agents, respectively, which were valid and effective immediately prior to the Effective Date of the merger, shall be taken for all purposes as the acts, plans, policies, approvals and authorizations of MNI, the surviving corporation, and shall be effective and binding thereon. The employees and agents of each of the Constituent Corporations shall become the employees and agents of MNI, the surviving corporation. 3.4 Further Documents. If at any time before or after the Effective Date, MNI, as the surviving corporation, shall consider or be advised that any instruments of further assurance are necessary or desirable to vest or to perfect or confirm of record or otherwise, the title of MNI, as the surviving corporation, to any property or assets transferred by operation of law pursuant to the merger contemplated by and to be effectuated in accordance with this Agreement, the officers and directors of each of the Constituent Corporations, or any one of them, are hereby authorized to and shall execute and deliver any and all such deeds, assignments, and assurances and do all things necessary or proper so to vest, perfect or confirm title to such property or assets in MNI and to otherwise carry out the purposes of this Agreement. SECTION 4 APPROVAL This Agreement has been adopted and approved by the sole shareholder of all the issued and outstanding shares of common stock of each of the Constituent Corporations and by the Board of Directors of each of the Constituent Corporations, and has been adopted and approved by the sole shareholder of MNI and by the Board of Directors of MNI. SECTION 5 REORGANIZATION The Constituent Corporations adopt this Agreement as a Plan of Reorganization and intend that the merger constitutes a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. 'Remainder of Page Intentionally Left Blank. Signature Page Follows.] 5