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Title: |
Articles of Merger |
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Date: |
2001 |
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Preview shows 5KB of 15KB total |
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$36 |
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ID: |
#336177 |
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ARTICLES OF MERGER
(PLAN ATTACHED)
OF
EAST APARTMENT MANAGEMENT, INC.
INTO
GABLES RESIDENTIAL SERVICES, INC.
Pursuant to the provisions of Article 5.04 of the Texas Business
Corporation Act, the undersigned corporations adopt the following Articles of
Merger.
An Agreement and Plan of Merger has been approved and adopted in
accordance with the provisions of Article 5.03 of the Texas Business Corporation
Act providing for the merger of East Apartment Management, Inc. and Gables
Residential Services, Inc., resulting in Gables Residential Services, Inc. being
the surviving corporation. The Agreement and Plan of Merger is set forth as
Exhibit A hereto.
1. The names of the corporations participating in the merger and
the States under the laws of which they are respectively organized are as
follows:
{TABLE}
{CAPTION}
Name of Corporation State
------------------- -------
{S} {C}
Gables Residential Services, Inc. Texas
East Apartment Management, Inc. Georgia
{/TABLE}
2. The Agreement and Plan of Merger was duly approved by the
stockholders of each corporation as set forth below.
3. As to each of the undersigned corporations, the approval of
whose stockholders is required, the number of shares outstanding, the
designation and number of outstanding shares of each class or series, and the
total number of shares voted for and against the plan, respectively, are as
follows:
{TABLE}
{CAPTION}
Number of Total Total
Shares Voted Voted
Names of Corporations Outstanding For Against
---------------------------------------------------------------------------------------------
{S} {C} {C} {C}
Gables Residential Services, Inc. 100 Class A Common 100 0
(Voting Stock)
9,800 Class B Common N/A N/A
(Non-Voting Stock)
East Apartment Management, Inc. 100 Class A Common 100 0
(Voting Stock)
9,800 Class B Common N/A N/A
(Non-Voting Stock)
{/TABLE}
{PAGE} 2
4. As to Gables Residential Services, Inc., the approval of the
plan of merger was duly authorized by all action required by the laws of the
State of Texas and by its constituent documents.
5. As to East Apartment Management, Inc., the approval of the
plan of merger was duly authorized by all action required by the laws of the
State of Georgia and by its constituent documents.
6. Article 4 of the Articles of Incorporation of Gables
Residential Services, Inc. is hereby amended so as to read as follows:
The aggregate number of shares of capital stock which
the Corporation shall have the authority to issue is nineteen
thousand eight hundred (19,800), of which 200 shares shall be
known as Class A Common Stock with a par value of one cent
($.01) per share, and nineteen thousand six hundred (19,600)
shares shall be known as Class B Common Stock with a par value
of one cent ($.01) per share. The preferences, limitations,
and relative rights of the Class A and Class B Common Stock
shall be identical except (unless and to the extent otherwise
made mandatory by law) the holders of Class B Common Stock
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