Reso 2008-1224 - Laserfiche WebLink

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3. Articles; Bylaws. At and after the Effective Time: (a) the Articles of Incorporation of the Surviving Entity in existence immediately prior to the Effective Time shall continue to be the Articles of Incorporation of the Surviving Entity until duly amended; and (b) the Bylaws of the Surviving Entity in existence immediately prior to the Effective Time shalI continue to be the Bylaws of the Surviving Entity until duly amended. 4. Manner and Basis of Converting Securities. At the Effective Time: (a) all of the issued and outstanding membership interests and other securities, and alI rights to acquire securities, of the Merging Entity shall be cancelled and no longer be issued or outstanding; and (b) all of the issued and outstanding shares of common stock and other securities, and all rights to acquire securities, of the Surviving Entity shall remain unaffected and the sole shareholder of the Surviving Entity shall remain the sole shareholder of the Surviving Entity, 5. Aooroval. The Merger contemplated by this Agreement has previously been submitted to and approved by the sole shareholders and the Board of Directors of the Surviving Entity and by the sole member and the Board of Mangers of the Surviving Entity, Subsequent to the execution of this Agreement by the appropriate representatives of the Merging Entity and the Surviving Entity, the proper representatives of the Merging Entity and the Surviving Entity shaIl, and are hereby authorized and directed to, perform all such further acts and execute and deliver to the proper authorities for filing all documents, as the same may be necessary or proper to render effective the Merger contemplated by this Agreement. 6. Miscellaneous. Prior to the Effective Time, this Agreement may be amended or terminated by the written agreement of the parties hereto. This Agreement may be executed in one or more counterparts, each of which shaIl be deemed to be an original, but all of which together will constitute one and the same agreement. This Agreement shall be construed in accordance with the laws of the State of Florida, without regard to the contlict of laws principles thereof. The tenns and conditions of this Agreement are solely for the benefit of the parties hereto and the sole shareholder of the Surviving Entity and the sole Member of the Merging Entity, and no individual who or entity which is not a party to this Agreement shalI have any rights or benefits whatsoever under this Agreement, either as a third party beneficiary or otherwise. \SIGNATURES ON FOLLOWING PAGE) -1 ~ :;><1) = '-f'Tl <:::) In -oJ }:;.::;.) Cl ." :CP 1 1'T'l "]::-:-1 n - <.fJ ,:.... N r V) :::0 f'Tl ""' rq m ,0 ..." ~.. -,., :::!l: 0 I-en 0--; Cf.1 ~)> --I 0 Or.! \.0 ).-,.