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NOW THEREFORE, the constituent companies, in consideration of the mutual covenants, <br />agreements and provisions hereinafter contained, do hereby agree as follows: <br />FIRST: The merger shall become effective as of the close of business on May 8, 2015 (the <br />"Effective Date"). <br />SECOND: On the Effective Date, TCC shall be merged with and into Mining and the <br />separate existence of TCC shall cease and Mining shall be the surviving company. <br />THIRD: The Certificate of Formation of Mining in effect on the Effective Date shall not <br />be amended or changed in any manner and shall continue in full force and effect as the Certificate of <br />Formation of the company surviving this merger until the same may be amended in accordance with <br />applicable law. <br />FOURTH: As of the Effective Date, each member unit of TCC outstanding immediately <br />prior to the Effective Date shall be canceled. The issued units of TCC shall not be converted or <br />exchanged in any manner and each unit of Mining which is issued as of the Effective Date of the <br />merger shall continue to represent an issued unit of the surviving company. <br />FIFTH: The terms and conditions of the merger are as follows: <br />(a) The Fourth Amended and Restated Limited Liability Company Agreement of <br />Mining (the "LLC Agreement") in effect on the Effective Date shall be and remain the LLC <br />Agreement of the surviving company until the same may be altered, amended or repealed as therein <br />provided. <br />(b) The managers and officers of Mining on the Effective Date shall remain the <br />managers and officers of the surviving Company until their successors shall have been elected and <br />qualified. <br />