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99 ius9o3 � <br /> 1.5 Fffective Time. Upon the terms and subject to the conditions henof,the parties hereto <br /> will cause the I�erger to be coasummated by Sling Acticles of Merger with the Secrctary of State of the <br /> state of incorporetion of each of the Constituent Cocporations(collectively,tha"Secretaries of State'�,in <br /> such form as required by,and�xxuted in accordance with,the Acts. The effective time and date of the <br /> °r� merger shall be 12:01 o'clock a.m.on the 1st day of Jaauary, 1998(the"Effective Time'�. <br /> ARTICLE II <br /> STOCK CONVERSION <br /> 2.1 �..ershiu of Stock in Gon�?it�ent Goroorations. All of the issued shares of all of the <br /> Constituent Corporations are owned by the same sharaholder. <br /> 2.2 Stock of Merain�Co�porations. Solely by virtue of the Merger,each share of capital <br /> stock of each of the Metgiag Corporadons outstand'u►8 iinmodiatelY Prior to the E�'xtive Time shall be <br /> canceled,and all rights with respect thereto shall cease to exist,without any conversion thereof. <br /> 2.3 Fam__i]y Dollar Stock. At the Effective Time of the Merger,each outstanding share of <br /> capital stock of Family Dollar shall not be converted,exchanged,or altered in any manncr as a rcsult of <br /> the Merger and will remain outstanding as a share of stock of the Surviving Corporation. <br /> ARTICLE� <br /> �ORpORA'I'��pPROVALS <br /> This Plan has been adopted and approved,in accordance with the Acts,by the Board of Directors <br /> and shareholder of each of the Constituent Corporations,effective as of the Sth day of December, 1997. <br /> ARTICLE N <br /> GENERAL <br /> 4.1 Termination and Abandonment. At any ti�ne prior to the filing of the Articles of Merger <br /> with the Secietaries of State,this Plan may be terminated and the Merger ahandoned by the Board of <br /> Directors of any one of the Constituent Corporations,notwithstanding approval of this Plan by the <br /> .�-; <br /> shareholder of such Constituent Corporation. <br /> :� <br /> `�' 4.2 Amendmcnt. This Plan may be amended,modified,or supplemented at any time prior to � <br /> t� � <br /> " the filing of the Articles of Merger with the Secretaries of State with the unanimous consent of the Board � <br /> �'� of Directors of each of the Constituent Corporations;pravided,however,tha�this Plan may not be � <br /> �""`' amended in any manner that,in the judgment of the Board of Directocs of any one of thc Constituent ; <br /> �� Corporations,would have a material adverse effect on the rights of its sharehoider or in any manner not ; <br /> � permitted under the Acts. ' <br /> �:, � <br /> F � � <br /> t <br /> �,. } <br /> X`3,'• I <br /> ' ` n�u-aiv�u�ss.t <br /> /6� <br /> . - <br /> , -.,: . +� <br /> . , . , .. . ,� . �, . : , <br /> .�'�jyat' a.:�i�:rsi��r, �` <br /> aM✓'a':A[YY�'A..'. �� , . �.�f .�y.�rA'N'rMIAM�IMM�.�v�:.M•:^ I. �.�M.,+r - . . ,a•4w1 iw"'.,v.r'..r.� . . . ..... - . . . . .,♦ . - .v ♦.. ... ,... <br /> I <br />