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Collection: Original Records > Articles of Incorporation

General American Development Corporation (AI-G233)(1969) (11 pages)

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ENDORSED : : FILED BR I iB E D "In tha effice cf the £ .rstary cf Stcto 4 r of the Strte of 7: ifsrnia & Avian 2EME: * MERGE O€T2 11969 oc} 2 44969 AGREEMENT OF MERGER 2HEO. A: KOHLER, JR. FRANK M. JOLDA5!, Sceret. rv of State . J) 7 CO _. BY “UAAES E. HALLS py eras Ce alba : Deputy Deputy Clerk This Agreement of Merger (the "Agreement") dated this /34 day of October, 1969, by and between GENERAL AMERICAN DEVELOPMENT CORPORATION, a Delaware corporation, (herein called the "Subsidiary") and GENERAL AMERICAN DEVELOPMENT CORPORATION, a California corporation (herein called "GADCO"). (Subsidiary and GADCO are herein collectively called the “constituent corporations"). RECITALS Subsidiary is a corporation duly organized and existing under the laws of the State of Delaware, having been incorporated as a wholly-owned subsidiary ef The Colorado Corporation, a Colerado corporation . ("Colorado"), on July 16, 1969. .Colorado has authorized Capital stock of 20,000,000 shares of common stock ($.01 par value) (the "Common Stock") of which 10,524,000 Shares are issued and outstanding as of the date hereof. GADCO is a corporation duly organized and -existing under the laws of the State of California with authorized capital stock of 1,000 shares of common stock without par value, all of, which shares are issued and outstanding as of the date hereof. The constituent corporations Hatdeve it to be in their mutual best interests and in the best interests of their respective shareholders for GADCO to merge into the — Subsidiary pursuant to this Agreement. : NOW, THEREFORE, in consideration of the premises and the mitual covenants herein contained, the constituent . corporations hereby agree, in accordance with the applicable = provisions of the laws of the States of Delaware and CaliJ fornia, that GADCO shall be merged into the Subsidiary upon and subject to the following terms, covenants and conditions, ‘all of which are essentially contained in that certain agreement between GADCO and Colorado entitled Plan and Agreement of Merger dated August 11, 1969, and such additional terms and covenants and conditions as are contained in . Sane Plan and Agreement. FIRST GANDCO hereby merges itself ince Subsidiary (herein called ee "merger"). Subsidiary shall continue its corporate existence and shall be the corporation surviving.