C150360 Feasibilty Study - Laserfiche WebLink

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/Ili I "ANTIN1111% (04% W1 IN M CHLH II II I Reception#: 798593 12/3012010 03:39:46 PM Jean Rlba�lco 5 of 24 Roo Fee:i126.00 Doo Fee:0.00 GARFIELD COUNTY CO 4. Beneficial Ownershiu of Water Rights. Beneficial ownership by the stockholder u members in water rights and other real and personal property owned by Crystal River and the Corporation shall remain vested in each stockholder, with each such stockholder owning a beneficial interest in such water rights and property in proportion to the number of shares of stock in the Corporation owned by such stockholder. 5. Articles of incorporation, Bylaws. The Articles of Incorporation of the Corporation shall be amended and restated to substantially conform to the Articles of Incorporation of Crystal River. Except as amended by the foregoing, the Articles of Incorporation and Bylaws -of the Corporation as they exist on the date hereof shall, upon the Effective Date of the Merger, continue to be the Articles of incorporation and the Bylaws of the Corporation until the same shall hereafter be altered, amended or repealed in accordance with the laws of the State of Colorado and in accordance with said Articles and Bylaws. 6. ManU=ent Of Survivigg`Corgoration. (a) Directors. The directors of the Surviving Corporation prior to the Merger shall continue to be the directors of the Surviving Corporation after the Merger, and shall hold office until their respective successors are duly elected and qualified. (b) Officers. The officers of the Surviving Corporation prior to the Merger shall continue to be the officers of the Surviving Corporation after the Merger, and shall hold their respective offices until their respective successors are duly appointed and qualified. 7. Abandonment of Plan. The ,Corporation may abandon the Merger at any time prior to the Effective Date of the Merger. [Signature Page follows] 2 #96731 Jl bou