; Merger Plan - Type F Reorganization
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Merger Plan - Type F Reorganization

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This short-form document sets forth a sample plan of merger between two corporations. Holders of stock in the merged corporation will be given shares of stock in the surviving corporation. The surviving corporation shall have all the rights, privileges, immunities, and assets of the merged corporation and employees of the merged corporation shall become employees of the surviving corporation. This template merger agreement contains standard clauses but it can be customized to ensure the specific terms of the parties’ agreement are addressed.

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									This short-form document sets forth a sample plan of merger between two corporations.
Holders of stock in the merged corporation will be given shares of stock in the surviving
corporation. The surviving corporation shall have all the rights, privileges, immunities,
and assets of the merged corporation and employees of the merged corporation shall
become employees of the surviving corporation. This template merger agreement
contains standard clauses but it can be customized to ensure the specific terms of the
parties’ agreement are addressed.
                                          "F" Type Merger Plan
   Agreement of merger made _________[date], pursuant to _________[cite local state statute] between
_________ Corporation, a corporation organized and existing under the laws of the State of _________, and
_________ Corporation, a corporation organized and existing under the laws of the State of _________.

   The parties recite and declare that:

       1. Both of the constituent corporations desire to merge into a single corporation.

       2. _________ Corporation by its certificate of incorporation which was filed in the office of the Secretary of
   State of the State of _________ on _________[date], and recorded in the office of the _________[Recorder of
   Deeds] for the County of _________ on _________[date], has an authorized capital stock consisting of
   _________ shares, divided into _________ shares of preferred stock without nominal or par value and
   _________ shares of common stock without nominal or par value, of which stock _________[one] share of such
   common stock is now issued and outstanding and such share shall be cancelled pursuant to this plan and
   agreement of merger.

       3. _________ Corporation, a corporation organized under the laws of the State of B by its certificate of
   incorporation which was filed in the office of the Secretary of State of the State of _________, on
   _________[date], and recorded in the office of the _________[Recorder of Deeds] for the County of _________
   on _________[date], has an authorized capital stock consisting of _________ shares of no par value common
   stock of which stock _________ shares are now issued and outstanding.

      4. The _________[registered] office of the _________ Corporation in the State of _________ is located at
   _________[address] in the _________[city], _________ County, _________[state] and the name of its
   _________[registered] agent at such address is _________.

       5. The _________[registered] office of _________ Corporation in the State of _________ is located at
   _________[address] in the _________[city], _________ County, _________[state], and the name and address
   of its _________[registered] agent is _________ of _________[address], in the _________[city], _________
   County, _________[state].

    The corporations, parties to this agreement, in consideration of the mutual covenants, agreements and provisions
hereinafter contained do prescribe the terms and conditions of the merger and mode of carrying the same into effect
as follows:

                                                    SECTION ONE.

                                                        MERGER

    _________ Corporation, a corporation organized under the laws of the State of _________, hereby merges into
itself _________ Corporation, a corporation organized under the laws of the State of _________, and the _________
Corporation, a State of _________ corporation, shall be and hereby is merged into _________ Corporation, a State
of _________ corporation, which shall be the surviving corporation.

                                                   SECTION TWO.

                                           AMENDMENT OF CERTIFICATE




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    The certificate of incorporation of _________ Corporation, a State of _________ corporation, as heretofore
amended and as in effect on the day of the merger provided for in this agreement, shall continue in full force and
effect as the certificate of incorporation of the corporation surviving this merger.

                                                  SECTION THREE.

                                             CONVERSION OF SHARES

   The manner of converting outstanding shares of the capital stock of each of the constituent corporations into the
shares or other securities of the surviving corporation shall be as follows:

       (a). Each share of common stock of the surviving corporation, which shall be issued and outstanding on the
   effective date of this agreement, shall be cancelled.

       (b). Each share of common stock of the merged corporation which shall be outstanding on the effective date
   of this agreement, and all rights in respect thereof shall forthwith be changed and converted into stock of the
   surviving corporation in the following manner:

          (1). _________ shall be issued _________ shares of the preferred stock of the surviving corporation for
       each of _________[his or her] _________ shares of the merged corporation, or a total of _________ of the
       preferred stock.

          (2). _________ shall be issued _________ shares of the preferred stock of the surviving corporation for
       each of _________[his or her] _________ shares of the merged corporation, or a total of _________ of the
       preferred stock.

          (3). _________ and _________ shall be issued _________ shares of the common stock of the surviving
       corporation for each of their _________ shares of the merged corporation, or a total of _________ each of the
       common stock.

       (c). After the effective date of this agreement each holder of an outstanding certificate representing shares of
   common stock of the merged corporation shall surrender the same to the surviving corporation and each such
   holder shall be entitled on such surrender to receive the number of shares of stock of the surviving corporation
   on the basis provided herein. Until so surrendered the outstanding shares of the stock of the merged corporation
   to be converted into the stock of the surviving corporation as provided herein, may be treated by the surviving
   corporation for all corporate purposes as evidencing the ownership of shares of the surviving corporation as
   though the surrender and exchange had taken place.

                                                   SECTION FOUR.

                                     TERMS AND CONDITIONS OF MERGER

   The terms and conditions of the merger are as follows:

       (a). The bylaws of the surviving corporation as they shall exist on the effective day of this agreement shall be
   and remain the bylaws of the surviving corporation until the same shall be altered, amended and repealed as
   therein provided.

     (b). The directors and officers of the surviving corporation shall continue in office until the next annual
   meeting of stockholders and until their successors shall have been elected and qualified.



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      (c). This merger shall become effective on filing with the Secretary of State of the State of _________.
   However, for all accounting purposes the effective day of the merger shall be as of the close of business on
   _________[date].

       (d). On the merger becoming effective, all the property, rights, privileges, franchises, patents, trademarks,
   licenses, registrations and other assets of every kind and description of the merged corporation shall be
   transferred to, vested in and devolve on the surviving corporation without further act or deed and all property,
   rights, and every other interest of the surviving corporation and the merged corporation shall be as effectively the
   property of the surviving corporation as they were of the surviving corporation and the merged corporation
   respectively. The merged corporation agrees from time to time, as and when requested by the surviving
   corporation or by its successors or assigns, to execute and deliver or cause to be executed and delivered all such
   deeds and instruments and to take or cause to be taken such further or other action as the surviving corporation
   may deem necessary or desirable in order to vest in and confirm to the surviving corporation title to and
   possession of any property of the merged corporation acquired or to be acquired by reason of or as a result of the
   merger herein provided for and otherwise to carry out the intent and purposes hereof and the proper officers and
   directors of the merged corporation and the proper officers and directors of the surviving corporation are fully
   authorized in the name of the merged corporation or otherwise to take any and all such action.

      (e). All corporate acts, plans, policies, contracts, approvals and authorizations of the merged corporation, its
   shareholders, board of directors, committees elected or appointed by the board of directors, officers and agents,
   which were valid and effective immediately prior to the effective day of the merger shall be taken for all
   purposes as the acts, plans, policies, contracts, approvals and authorizations of the surviving corporation and
   shall be as effective and binding thereon as the same were with respect to the merged corporation. The
   employees of the merged corporation shall become the employees of the surviving corporation and continue to
   be entitled to the same rights and benefits which they enjoyed as employees of the merged corporation. Any
   employee plan or agreement of the merged corporation shall be adopted, effective and binding on the surviving
   corporation as the same were with respect to the merged corporation.

       (f). The surviving corporation (i) agrees that it may be served with process in the State of _________ in any
   proceeding for the enforcement of any obligation of the merged corporation and in any proceeding for the
   enforcement of the rights of a dissenting shareholder of the merged corporation; (ii) irrevocably appoint the
   Secretary of State of the State of _________ as its agent to accept service or process in any such proceedings;
   and (iii) agrees that it will promptly pay to dissenting shareholders of the merged corporation the amount, if any,
   to which they shall be entitled pursuant to the laws of the State of _________.

                                                   SECTION FIVE.

                                        TERMINATION OR ABANDONMENT

    Anything herein or elsewhere to the contrary notwithstanding, this agreement may be terminated and abandoned
by the board of directors of any constituent corporation at any time prior to the date of filing the agreement with the
Secretary of State.

   The parties have executed this agreement in _________[triplicate] at _________[designate place of
execution] the day and year first above written.

                                                                                                          [Signatures]




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