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6. The Plan of Msager herein made and approved shall be submitted to the sole <br />shareholder of.the tetminatm~ corporation for its approval or neon in are mam~r p~cribed by <br />the provisions of the Indtana Business Corpmation Law and to the sole shareholder of the surviving <br />corporation for its approval or rejecfion in the manner prescabed by the laws of the State of <br />Colorado. <br />7. If the Plan of Me oet shall have been approved by the sole shatelwlder of the <br />terminating rnrporarion in the mamrer prescribed by the provisions of the Indrana Bnsimss <br />Corpcnation Law and by the sole shareholder of the surviving corporatioh m compliance with the <br />laws of the State of Colorado, the terminating rxaporation and the surviving corporation hereby <br />stipulam that they will cause to be executed amd Sled and/or recorded any doarmettt or documents <br />prescn'bed by the laws of the State of Indiana and by the State of Colorado, and that they will cause <br />to be perfntmed all necessary acts therein. and elsewhere to effectuate the merger. <br />8. The Board of Diredms and the proper officers of the te®inamrg wrporation and <br />of the surviving corporation, tespec~tively, ate hereby authorized, empowcaed, and directed to do <br />an}r and all acts and things, and to make. execute, deliver, file, and/or record any and all <br />instrwnents, papers, and documents which shall be of became rary, proper, or convenient to <br />cagy out or put into effect any of the provisions of this Plan of Merger or of the merger herein <br />provided for. <br />9. The effective tune and date: of the merger herein provided for in the Staze of <br />Indiana shall be 1159 p.m. M.S.T. on December 31,2000. <br />[SIGNATURE PAGE FOLLOWS] <br /> <br />2 <br />