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200901520
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Last modified
3/2/2009 3:20:27 PM
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3/2/2009 3:20:26 PM
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200901520
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<br />, f' <br /> <br />200901520 <br /> <br />. Of <br /> <br />"tP" ,....". cD <br />r\t.,_Lt ~(l- <br />SECRETAHY OF STATE <br />IOWA <br /> <br />..;:':- <br />~ <br />'" <br />t;;:;) <br />~..:i <br />~" <br />::.- <br />,._1 <br />-I <br /> <br />08~~~;; ~ -s ~ <br /> <br />.,i- <br />l <br /> <br />ARTICLES OF MERGER <br />OF <br />ARCTIC NEBRASKA INC. <br />INTO <br />ARCTIC IOWA INC.' <br /> <br />(~ <br />cr: <br />UJ <br />:2 <br /> <br />: ! <br /> <br />'I~ <br /> <br />Pursuant to the provisions of Section 490.1106 of the Iowa Business Corporation Act (the <br />"IBCA"), the undersigned corporations adopt the following articles of merger, dated as of <br />December 2{l, 2008, for the purpose of effecting a merger in accordance with the provisions of <br />Section 490.1102 of the IBCA. <br /> <br />I:!:l <br />':::t. <br />I.~~I <br />r.:O <br /> <br />FIRST: The name and state of incorporation of each of the constituent corporations of <br />the merger are as follows: <br /> <br />I.,f.\ <br /> <br />Name of Corporation <br /> <br />State of Incorooration <br /> <br />Arctic Nebraska Inc. <br />Arctic Iowa Inc. <br /> <br />Nebraska <br />Iowa <br /> <br />SECOND: The respective boards of directors of the constituent corporations have <br />adopted and approved and thn~onstituent corporations have entered into an Agreement and Plan <br />of Merger, dated December 2L. 2008, by and between Arctic Nebraska Inc. (the "Merging <br />Corporation") and Arctic Iowa Inc. (the "Surviving Corporation"). containing a plan of <br />merger (the "Merger Agreement"), In accordance with the Merger Agreement, the Merging <br />Corporation will be merged with and into the Surviving Corporation, and the Surviving <br />Corporation will be the surviving corporation in the merger (the "Merger"). <br /> <br />THIRD: The Merger Agreement and the performance of its tenns were duly authorized <br />by all actions required by the laws of the State of Nebraska and by the Merging Corporation's <br />constituent documents. <br /> <br />FOURTH: The Merger Agreement was duly approved by written consent of the sole <br />shareholder of the Surviving Corporation. <br /> <br />FIFTH: In accordance with the Merger Agreement, Article One of the articles of <br />incorporation of the Surviving Corporation is hereby amended and restated in its entirety to read <br />as follows: <br /> <br />"ARTICLE ONE <br /> <br />The name of the corporation is Arctic Glacier Nebraska Inc." <br /> <br />SIXTH: The Surviving Corporation will be responsible for the payment of all fees and <br />franchise taxes assessed under Nebraska law, as may be applicable to the Merging Corporation <br />prior to the Merger. <br /> <br />DLI-621495J\'2 <br /> <br />@) <br />
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