Agreement Of Merger Between A Delaware Domestic Corporation And A Foreign Corporation Form Page 3

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ARTICLE I
The ________________________________________________ and the Delaware
Corporation shall be merged into a single corporation, in accordance with applicable
provisions of the laws of the State of ___________________________ and of the State of
Delaware, by the Delaware Corporation merging into the ________________
Corporation, which shall be the surviving Corporation.
ARTICLE II
Upon the merger becoming effective as provided in the applicable laws of the State
of ___________________ and of the State of Delaware (the time when the merger shall so
become effective being sometimes herein referred to as the “EFFECTIVE DATE OF THE
MERGER”):
1.
The two Constituent Corporations shall be a single corporation, which shall
be ________________________________________________________ as
the Surviving Corporation, and the separate existence of
______________________________________
shall cease except to the extent provided by the laws of the State of __________________
in the case of a corporation after its merger into another corporation.
ARTICLE III
The Certificate of Incorporation of ____________________________ shall not be
amended in any respect by reason of this Agreement of Merger.
ARTICLE IV
The manner of converting the outstanding shares of each of the Constituent
Corporations shall be as follows:

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