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`0110'7889 <br />Corporation dated September 21, 2011, shall, upon the merger's becoming effective, be and <br />constitute the Articles of Incorporation of the Surviving Corporation until amended in the <br />manner provided by law. <br />B. The Amended and Restated Bylaws of the Surviving Corporation dated <br />September 21, 2011, shall, upon the merger's becoming effective, be and constitute the bylaws <br />of the Surviving Corporation until amended in the manner provided by law. <br />ARTICLE IV. <br />Other Provisions with Respect to Merger <br />A. This Plan may be terminated at any time prior to the Effective Time of the Merger <br />by mutual consent of the Constituent Corporations, expressed by action of their respective <br />Boards of Directors. <br />B. Each Constituent Corporation shall bear and pay all costs and expenses incurred <br />by it or on its behalf (including without limitation fees and expenses of financial consultants, <br />accountants and counsel) in connection with the consummation of the merger. <br />C. This Plan shall automatically terminate on December 31, 2011, if the merger shall <br />not have become effective on or before such date, unless the Constituent Corporations shall have <br />otherwise agreed in writing on or prior to such date. <br />D. At any time, this Plan may be amended in matters of form, or supplemented by <br />additional agreements, articles or certificates, as may be determined in the judgment of the <br />Boards of Directors of each of the Constituent Corporations to, be necessary, desirable or <br />expedient to clarify the intentions of the parties hereto or to effect or facilitate the filing, <br />recording or official approval of this Plan and the consummation hereof and the merger provided <br />for herein, in accordance with the purpose and intent of this Plan. <br />ARTICLE V. <br />Au Toval and Effective Time of the Merger <br />A. The merger shall become effective when all the following actions shall have been <br />taken: <br />(1) This Plan shall be adopted and approved on behalf of each Constituent <br />Corporation in accordance with the Nebraska Nonprofit Corporation Act, and <br />(2) Articles of Merger, setting forth the information required by, and executed in <br />accordance with, the Nebraska Nonprofit Corporation Act, shall be filed in the office of <br />the Secretary of State of the State of Nebraska (the particular time and date at which such <br />filing and recording shall be accomplished being herein referred to as the "Effective <br />Time of the Merger"). <br />N:\EDSISS\DOCS\19246\0002\FM78.DOC 3 <br />