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Articles-Certificate Of Merger Or Share Exchange MBCA-10 - Maine

Articles-Certificate Of Merger Or Share Exchange Form. This is a Maine form and can be used in Domestic Or Foreign Business Corporation Secretary Of State .
 Fillable pdf Last Modified 11/28/2007
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Filing Fee $80.00 STATE OF MAINE ARTICLES/CERTIFICATE OF MERGER OR SHARE EXCHANGE _____________________ Deputy Secretary of State Pursuant to 13-C MRSA 1106 and 1107, 31 MRSA 417 and/or 31 MRSA 741-A the undersigned survivor of the A True Copy When Attested By Signature merger or the acquiring corporation in a share exchange executes and delivers the following Articles/Certificate of _____________________ Merger or Share Exchange: Deputy Secretary of State FIRST: The names, type of entity, jurisdiction of the parties involved in the merger or share exchange and the date on which the merger or share exchange occurred or is to be effective (attach additional pages, if necessary): Name Type of Entity Jurisdiction Date ______________________________________________________________________ _________________________ ______________________________________________________________________ _________________________ ______________________________________________________________________ _________________________ ______________________________________________________________________ _________________________ SECOND: The name of the surviving entity is __________________________________________________________________. THIRD: The surviving entity is not a domestic corporation and the executed agreement or plan of merger is on file at the principal place of business of the surviving business entity. A copy of the agreement or plan of merger will be furnished by the surviving entity, on request and without cost, to any shareholder of any constituent corporation and any record owner of interests in any other business entity that participated in the merger. The address of such place of business is as follows: ______________________________________________________________________ _________________________ ______________________________________________________________________ _________________________ FOURTH: ("X" one box only) If the originating document of the survivor of a merger is amended, the amendments to the survivors originating document set forth in Exhibit ___ attached hereto and made a part hereof. If the result of the merger or share exchange creates a new entity, attached is Exhibit ________ which contains all the provisions required to be set forth in its public organic document with any other desired provisions that are permitted. For a Domestic Business Corporation, attach form MBCA-6-1. For a Domestic Limited Liability Company, attach form MLLC-6-1. For a Domestic Limited Partnership, attach form ML PA-6-1. FORM NO. MBCA-10 (1 of 3) <<<<<<<<<********>>>>>>>>>>>>> 2 FIFTH: The future effective date of the articles/certificate of merger or share exchange (if other than the date of filing of the articles/certificate of meor share exchrger ange) is _______________________________. SIXTH: ("X" if applicable) The plan was duly approved by the shareholders iand, f voting by any separate voting group was required, by each separate group in the manner required by this Act and the corporations articles of incorporation. The plan of merger or share exchange did not require approval by the shareholders. SEVENTH: ("X" if applicable) The participation of the foreign corporation was duly authorized as required by the organic law of the corporation. The participation of the eligible entity was duly authorized as required by the organic law of that entity. EIGHTH: When a merger becomes effective, a foreign corporation or a foreign other entity that is the survivor of the merger is deemed e as its agent for service of process into appoint the Secretary of Stat a proceeding to enforce the rights of shareholders of each domestic corporation that is a party the mto erger who exercise appraisal rights. The foreign corporation or the foreign other entity shall provide the mailing address to which the Secretary of State may mail a copy of any process served on the Secretary of State. ______________________________________________________________________ _________________________ (mailing address) NINTH: The foreign corporation or foreign her entity agrees that it ot will promptly pay the amount, if any, to which the shareholders are entitled under chapter 13 of Title 13-C. TENTH: The merger was effected in compliance with the laws applicable to mergers of all parties to the merger. ELEVENTH: There is an agreement that the surviving corporation or other business entity shall continue to comply with all provisions of all laws applicable to mergers of all parties to the merger, including, without limitation, provisions on payment of amounts to which dissenting shareholders are entitled. Must Be Completed By The First Participant To The Merger ______________________________________________________________________ _____________________________ (name and type of participating business entity) (dated) __________________________________________________ ___________________________________________ (authorized signature) (type or print name and capacity) __________________________________________________ ___________________________________________ (authorized signature) (type or print name and capacity) Must Be Completed By The Second Participant To The Merger ______________________________________________________________________ _____________________________ (name and type of participating business entity) (dated) __________________________________________________ ___________________________________________ (authorized signature) (type or print name and capacity) __________________________________________________ ___________________________________________ (authorized signature) (type or print name and capacity) FORM NO. MBCA-10 (2 of 3) <<<<<<<<<********>>>>>>>>>>>>> 3 Must Be Completed By The Third Participant To The Merger ______________________________________________________________________ _____________________________ (name and type of participating business entity) (dated) __________________________________________________ ___________________________________________ (authorized signature) (type or print name and capacity) __________________________________________________ ___________________________________________ (authorized signature) (type or print name and capacity) (Copy this page, and modify participant number, if more signature spaces are needed.) Instructions For Required Signatures Corporations If this is a corporation, this document MUST be signed by an officer or other duly authorize
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