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AGREEMENT AND PLAN OF MERGER <br />BETWEEN <br />TERROR CREEK LLC <br />(A Delaware Domestic Limited Liability Company) <br />AND <br />OXBOW MINING, LLC <br />(A Delaware Domestic Limited Liability Company) <br />THIS AGREEMENT AND PLAN OF MERGER ( the "Merger Agreement"), dated as of <br />the 8th day of May, 2015, pursuant to Section 18-209 of the Delaware Limited Liability Company <br />Act, by and between OXBOW MINING, LLC, a Delaware limited liability company (hereinafter <br />referred to as "Mining" and as the "surviving company") and TERROR CREEK LLC a Delaware <br />limited liability company (hereinafter referred to as "TCC" and as the "merged company"). Mining <br />and TCC are hereinafter collectively referred to as the "constituent companies." <br />WITNESSETH: <br />WHEREAS, the constituent companies desire to merge into a single company; and <br />WHEREAS, Mining filed its Certificate of Formation with the Secretary of State of <br />Delaware on August 9, 2001, and on the date of this Merger Agreement has 1,000,000 issued and <br />outstanding member units; and <br />WHEREAS, TCC filed its Certificate of Formation with the Secretary of State of Delaware <br />on November 18, 2003, and on the date of this Merger Agreement has 200 issued and outstanding <br />member units; and <br />WHEREAS, the respective Members of the constituent companies, having deemed the <br />merger desirable and in the best interests of the constituent companies, have adopted resolutions of <br />even date herewith authorizing the execution of this Merger Agreement and directing the Managers <br />and officers of both companies to take such steps as required to effectuate the merger. <br />