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Collection: Original Records > Articles of Incorporation

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

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Stock. The Common Stock will be issued pro rata among GADCO's shareholders on the basis of 300 shares of Common “Stock for each share of GADCO stock. (c) On the Effective Date, all of. the certificates representing shares of GADCO common stock shall be surrendered to Subsidiary and certificates repre’ senting the Common Stock shall be issued to GADCO's shareholders subject to the escrow provisions of Section 18.2 of the Plan and Agreement of Merger dated August 11, 1969. FOURTH: Subsidiary, as the corporation surviving the merger, shall retain its name without change. The certificate of incorporation of Subsidiary, now on file with the Secretary of State of the State of Delaware shall remain in effect until the same shall be amended or altered in accordance with the provisions thereof. Said certificate is not amended or altered by this Agreement. The by-laws of Subsidiary at the Effective Date shall be its by-laws until the same shall be amended or altered in accordance with the provisions thereof. The laws which shall govern Subsidiary as the surviving ee San a are the REWE of eae State of Delaware. FIFTH: Prior to the Effective Date GADCO shall not issue, sell, or issue rights to subscribe to any shares of its capital stock or make any change in its capital struc . . ture. : SIXTH: This Agreement has been approved by all of the holders of the outstanding shares of common stock of GADCO and such approval is sufficient to authorize this merger under the laws of the State of Delaware, this Agreement has been approved by Colorado as the sole shareholder of the Subsidiary. SEVENTH: At any time prior to the filing of this Agreement with the Secretary of State of the State of Delaware and the Secretary of State of the State of California, this Agreement may be terminated in accordance with the provisions of the Plan and Agreement of Merger dated the llth of August, 1969. ; > IN WITNESS WHEREOF, the undersigned parties have each ‘caused this Agreement to be signed by its officers thereunto duly authorized and its corporate seal to be hereunto affixed the date first above written. (Corporate Seal ‘GENERAL AMERICAN DEVELOPMENT CORPORATION (a Delaware Corporation) ATTEST: ee : Stanley B. Hallman, ‘-E. Keene Wolcott, President Secretary.