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Collection: Original Records > Articles of Incorporation
General American Development Corporation (AI-G233)(1969) (11 pages)
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Page: of 11
the merger. When the merger becomes effective, the
separate existence of GADCO shall cease.
SECOND: The mode of carrying the merger into
effect is as follows: ; ee
1 (a) It is agreed that the constituent
corporations shall do all things necessary to carry the
merger into effect. This Agreement or a counterpart thereof
shall be duly filed in the Office of the Secretary of State
of the State of Delaware and in the Office of the Secretary
of State of California. The date on which the last of these
filings is made shall be the effective date of the merger
(the "Effective Date"). In addition, this Agreement or a
counterpart thereof shall be duly recorded in the Office of
the Recorder of New Castle County, Delaware and in the
offices of the county clerks as specified in §4114 of the
California General Corporation Law.
(b) On the Effective Date, Subsidiary
shall, without other transfer, succeed to and possess and
enjoy all the rights, privileges, immunities, powers, franchises, properties, and assets of every kind and description
of each of the constituent corporations, which shall thereafter be effectually the property of Subsidiary as they were
of the respective constituent corporations, and Subsidiary
shall be subject to all the restrictions, disabilities and
duties of each of the constituent corporations. The title
to any real estate vested by deed or otherwise in either of
said constituent corporations shall not revert or be in any
way impaired by reason of the merger. All xights of creditors and all liens upon any property of either of said constituent corporations shall be preserved unimpaired, but limited
to the property affected by such liens at the Effective Date,
only, and all debts, liabilities and duties of the constituent
corporations, respectively, shall thenceforth attach to
Subsidiary and may be enforced against it to the same extent
as if said debts, liabilities and duties had been incurred
or contracted by it. :
THIRD: The manner of converting the shares of
each of the constituent corporations is as follows:
(a) The shares of Subsidiary outstanding
on the Effective Date (including any Treasury shares) shall
not be converted as a result of the merger and said shares
shall remain outstanding as the shares of Subsidiary, the
‘surviving corporation. Z
(b) On the Effective Date, the 1,000 shares
of GADCO common stock held by its two shareholders shall be
converted into and shall become 300,000 shares of the Common.