|
� '• -.
<br /> !
<br /> i
<br /> 99 1U89U3
<br /> ��IT A
<br /> PLAN OF MERGER
<br /> OF TSE CORPORATIONS
<br /> � SET FORTH ON SCHEDULE A ATTAC�D HERETO
<br /> WITH AND INTO
<br /> i FAMILY DOLLAR,INC.
<br /> The Board of Directors and the sole shareholder of Family Dollaz,Inc.,a North Carolina
<br /> corporation("Family Dol�,and the Board of Directors and shareholder of each of the eorporations
<br /> set forth on Schedule A,each such corporation being incorporated in the state set forth next to its
<br /> corporate name oa�chedule A(coUecdvely referred to herein as the"Merging Corporations"and
<br /> together with Family Dollar,sometimes collectively referred to herein as the"Constituent
<br /> Corporations'�have appmved the merger of the Merging Corporations with and into Family Dotlar,
<br /> with Family Dollar continuing as the surviving corporation,upon the teims and subject to the conditions
<br /> set forth henin(the"Merger").
<br /> ARTICLE I
<br /> Tf-IE MERGER
<br /> ' 1.1 Surviving Corooration. In accordance with the provisioa of this Plan of Merger(the
<br /> "Plan'�and the pmvisions of the lllinois Business Corporation Act,the Kaasas General Corporation
<br /> Code,the Kentucky 1988 Business Corporation Act,the Maine Business Corporation Act,the
<br /> Minnesota Business Corporadon Act,the Nebraska Business Corporation Act,the New Haznpshire
<br /> Business Corporadon Act,and the North Carolina Business Corporation Act(each an"Act",and
<br /> collectively,the"Acts'�governing the merger of one or more domestic corporations with or into one or
<br /> more foreign corporations,at the Effective Time(as defined in Section 1.5 below),each of the Merging
<br /> Corporations shall be merged with and into Family Dollar,and Family Dollaz shall be the surviving
<br /> � corporadon(hereinafter sometimes called the"Surviving Corporation'�and shall continue its
<br /> corporation existence under the laws of the State of North Carolina. At the Effective Tune,the separate
<br /> existence of each of the Merging Corporations shall cease. The Surviving Corporation shaIl succeed,
<br /> insofar as permitted by law,to all of the rights,assets,liabilities,and obligations of each of the Merging
<br /> Corporations.
<br /> 1.2 Articles of Incomoration. The Articles of Incorporation of Family Dollar,as in effect
<br /> immediately prior to the Effective T'une,shall be the Articles of Incorporation of the Surviving
<br /> Corporation until thereafter amended as permitted by law.
<br /> 1.3 �j+laws. The bylaws of Family Dollar,as in effect immediately prior to the Effective
<br /> Time,shall be the byIaws(the"Bylaws'�of the Surviving Corporation until thereafter amended as
<br /> permitted by law.
<br /> 1.4 Directors and Officers. The directors and officecs of Family Dollar immediately prior to
<br /> the Effective Time shall be the directors ar:d officers,respectively,of the Surviving Corporation,each to
<br /> hold of�ice in accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation.
<br /> �PA!-CM1/t1f�SS.I
<br /> '' '759
<br /> - x+,. �c�.r�=� ..��w.:s��s��.y�:_sr.rfuG+��wr�.c,rt�ur,'r�.,,,w,..�r,.:N�+�'
<br /> �.♦: .� RJVY-kw�vr�ew.... , ..... 1_... . , �,. ...._,:.-..u. y. .. . ..:. ..-�.t..i.«.-�..n.:..r..wa..wr+'►'K..�. �. . .,rJ,a.w..,�.s
<br /> ��r�r..• .f'�."' . �MWA'u� '�y�yn .
<br />
|