5. Plan of merger was approved, as to each Limited Liability Company, in compliance with the laws of the state under
which it is organized, and (b) as to each Illinois corporation, as follows:
Mark an “X” in one box only for each Illinois Corporation.
By the shareholders, a
resolution of the board of
By written consent of the
directors having been
shareholders having not
duly adopted and submit-
less than the minimum
ted to a vote at a meeting
number of votes required
of shareholders. Not less
by statute and by the
than the minimum num-
Articles of Incorporation.
ber of votes required by
Shareholders who have
By written consent of ALL
statute and by the Articles
not consented in writing
the shareholders entitled
of Incorporation voted in
have been given notice in
to vote on the action, in
favor of the action taken.
accordance with §7.10.
accordance with §7.10
(§11.20)
(§11.20)
and §11.20.
Name of Corporation:
____________________
____________________
____________________
______________________________
______________________________
______________________________
______________________________
______________________________
6. Not applicable if survivor is an Illinois Corporation or an Illinois Limited Liability Company.
It is agreed that, upon and after the filing of Articles of Merger by the Secretary of State of the State of Illinois:
a. The surviving Limited Liability Company may be served with process in the State of Illinois in any proceeding for the
enforcement of any obligation of any Corporation organized under the laws of the State of Illinois which is a party to
the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such
Corporation organized under the laws of the State of Illinois against the surviving Limited Liability Company.
b. The Secretary of State of the State of Illinois shall be and is hereby irrevocably appointed as the agent of the sur-
viving Limited Liability Company to accept service of process in any such proceedings, and
c. The surviving Limited Liability Company will promptly pay to the dissenting shareholders of any Corporation organ-
ized under the laws of the State of Illinois which is a party to the merger the amount, if any, to which they shall be
entitled under the provisions of The Business Corporation Act of 1983 of the State of Illinois with respect to the rights
of dissenting shareholders.
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