Form No. 610 - Articles Of Merger Or Consolidation June 2006 Page 2
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ID Number:
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
Office of the Secretary of State
Corporations Division
148 W. River Street
Providence, Rhode Island 02904-2615
ARTICLES OF MERGER OR CONSOLIDATION INTO
(Insert full name of surviving or new entity on this line.)
SECTION I:
TO BE COMPLETED BY ALL MERGING OR CONSOLIDATING ENTITIES
Pursuant to the applicable provisions of the General Laws of Rhode Island, 1956, as amended, the undersigned entities submit the
following Articles of
Merger or
Consolidation (check one box only) for the purpose of merging or consolidating them into one
entity.
a. The name and type (for example, business corporation, non-profit corporation, limited liability company, limited partnership, etc.) of
each of the merging or consolidating entities and the state under which each is organized are:
State under which
Name of entity
Type of entity
entity is organized
b. The laws of the state under which each entity is organized permit such merger or consolidation.
c. The full name of the surviving or new entity is
which is to be governed by the laws of the state of
d. The attached Plan of Merger or Consolidation was duly authorized, approved, and executed by each entity in the manner prescribed
by the laws of the state under which each entity is organized. (Attach Plan of Merger or Consolidation)
e. If the surviving entity’s name has been amended via the merger, please state the new name:
f. If the surviving or new entity is to be governed by the laws of a state other than the State of Rhode Island, and such surviving or new
entity is not qualified to conduct business in the state of Rhode Island, the entity agrees that it: (i) may be served with process in
Rhode Island in any proceeding for the enforcement of any obligation of any domestic entity which is a party to the merger or
consolidation; (ii) irrevocably appoints the Secretary of State as its agent to accept service of process in any action, suit, or
proceeding; and (iii) the address to which a copy of such process of service shall be mailed to it by the Secretary of State is:
g. These Articles of Merger or Consolidation shall be effective upon filing unless a specified date is provided which shall be no later
th
than the 90
day after the date of this filing
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SECTION II:
TO BE COMPLETED ONLY IF ONE OR MORE OF THE MERGING OR CONSOLIDATING ENTITIES
IS A BUSINESS CORPORATION PURSUANT TO TITLE 7, CHAPTER 1.2 OF THE RHODE ISLAND
GENERAL LAWS, AS AMENDED.
a.
If the surviving or new entity is to be governed by the laws of a state other than the State of Rhode Island, such surviving or new
entity hereby agrees that it will promptly pay to the dissenting shareholders of any domestic corporation the amount, if any, to which
they shall be entitled under the provisions of Title 7, Chapter 1.2 of the General Laws of Rhode Island, 1956, as amended, with
respect to dissenting shareholders.
Form No. 610
Revised: 06/06
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