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20110 7889 <br />PLAN AND AGREEMENT OF MERGER <br />THIS PLAN AND AGREEMENT OF MERGER (the "Plan") is entered into effective <br />September 21, 2011, pursuant to the Nebraska Nonprofit Corporation Act by and between <br />Nebraska Association for Developmental Housing (the "Surviving Corporation") and Mid- <br />Nebraska Association for Developmental Housing (the "Non-Surviving Corporation'), both <br />Nebraska nonprofit corporations, such corporations being hereinafter collectively referred to as <br />the "Constituent Corporations". <br />RECITALS <br />WHEREAS, the Surviving Corporation is a nonprofit corporation duly organized and <br />existing under the laws of the State of Nebraska, having been incorporated on June 7, 1978; and <br />WHEREAS, the Non-Surviving Corporation is a nonprofit corporation duly organized <br />and existing under the laws of the State of Nebraska, having been incorporated on February 16, <br />1984; and <br />WHEREAS, the respective Boards of Directors of the Constituent Corporations deem it <br />advisable and for the best interests of said corporations that the Non-Surviving Corporation be <br />merged with and into the Surviving Corporation as authorized by the Nebraska Nonprofit <br />Corporation Act under and pursuant to the terms and conditions hereinafter set forth, and each <br />such Board has duly approved this Plan and Agreement of Merger. <br />NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of <br />which is hereby acknowledged, the parties agree as follows: <br />ARTICLE I. <br />Merger and Name of Surviving Corporation <br />At the Effective Time of the Merger, as hereinafter defined, the Non-Surviving <br />Corporation shall be merged with and into the Surviving Corporation, which shall continue its <br />corporate existence as an Nebraska nonprofit corporation to be governed by the laws of the State <br />of Nebraska, which shall continue to be named "Nebraska Association for Developmental <br />Housing" and which shall maintain a registered office in the State of Nebraska at Hastings, <br />Nebraska. <br />ARTICLE U. <br />Terms and Conditions of Mer&er <br />The tenors and conditions of the merger are (in addition to those set forth elsewhere in <br />this Plan) as follows: <br />A. At the Effective Time of the Merger: <br />EXHIBIT <br />A <br />