Fillable Form Mllc-10 - Certificate Of Merger (Page 2 of 3) in pdf

Form Mllc-10 - Certificate Of Merger Page 2

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FIFTH:

(Check only one box, if applicable)

Shareholder approval was not required by any corporation party to the merger.

The plan was duly approved by the shareholders and, if voting by any separate voting group was required, by

each separate group in the manner required by

Title 13-C

and the corporation’s articles of incorporation.

SIXTH:

The executed agreement or plan of merger is on file at a place of business of the surviving limited liability company or

other business entity at the following address:

_______________________________________________________________________________________________

SEVENTH:

A copy of the agreement of merger will be furnished by the surviving limited liability company or other business entity

on request and without cost, to a person holding an interest in a limited liability company or other business entity that is

to merge.

EIGHTH:

If the surviving limited liability company or other business entity is not organized under the laws of this State, the

surviving limited liability company or other business entity:

(1)

Agrees that it may be served with process in this State in a proceeding for enforcement of an obligation of a

party to the merger that was organized under the laws of this State, as well as for enforcement of an obligation

of the surviving limited liability company or other business entity arising from the merger; and

(2)

Appoints the Secretary of State as its agent for service of process in any such proceeding. The following is the

address to which a copy of the process must be mailed by the Secretary of State:

_______________________________________________________________________________________________

NINTH:

Effective date of the merger (if other than date of filing of the Certificate) is __________________________________

(Not to exceed 60 days from date of filing of the Certificate)

TENTH:

The merger was effected in compliance with the laws applicable to mergers of all parties to the merger.

ELEVENTH:

An agreement that the surviving limited liability company or other business entity shall continue to comply with all

provisions of all laws applicable to mergers or consolidations of all parties to the merger or consolidation, including,

without limitation, provisions on payment of amounts to which dissenting shareholders are entitled.

Form No. MLLC-10 (2 of 3)

Form Mllc-10 - Certificate Of Merger Page 2

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