200109681 - Laserfiche WebLink

Browse

200109681 7. Each of the issued and outstanding shares of the disappearing corporation shall, upon the effective date of the merger, be exchanged for cash in the manner prescribed in Exhibit A attached hereto, and each of said shares shall be retired and cancelled. The issued shares of the surviving corporation shall not be converted or exchanged in any manner or any consideration be paid therefor. 8. In the event that the merger herein provided for shall have been fully authorized in accordance with the provisions of the laws of the jurisdiction of incorporation of the disappearing corporation and in accordance with the provisions of the General Corporation Law of the State of California, the disappearing corporation and the surviving corporation hereby agree that they will cause to be executed and filed and/or recorded any document or documents prescribed 1?y the laws of the State of Utah and of the State of California, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger. 9. The Board of Directors and the proper officers of the disappearing corporation and of the surviving corporation, respectively, are hereby authorized, empowered and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers and documents which shall be or become necessary, proper or convenient to carry out or put into effect any of the provisions of this Agreement of Merger or of the Merger herein provided for. The merger herein provided for shall become effective on March 1, 2001. Signed on January 26, 2001. Wells Fargo Home Mortgage, Inc. By: Denise Peters Brennan, Vice President new CA BC D- :AGREEMENT OF MERGER OF F>D 11/96 -2 (#537)