ARTICLES OF MERGER OF
PERSIMMON CORPORATION:
a Utah Corporation into
AMALGAMATED ENTERTAINMENT, INC.
a Delaware Corporation
Pursuant to the provisions of Section 16-10-72 of the Utah Business
Corporation Act, Persimmon Corporation, a Utah Corporation (hereafter the "Utah
Corporation") , and Amalgamated Entertainment, Inc., a Delaware Corporation
(hereafter "Surviving Corporation" or the "Delaware Corporation") , adopt the
following Articles of Merger for the purpose of merging the Utah Corporation
into the Delaware Corporation.
W I T N E S S E T H
I
PLAN OF MERGER
Pursuant to these Articles of Merger, it is intended and agreed that the
Utah Corporation will be merged into the Delaware Corporation and the Delaware
Corporation shall be the Surviving Corporation. The name of the Surviving
Corporation shall be Amalgamated Entertainment, Inc. The terms, conditions, and
understandings of the merger are set forth in the Plan and Agreement of Merger
between the Delaware Corporation and the Utah Corporation, dated as of December
23, 1991, a copy of which is attached hereto as Exhibit "A" and incorporated
herein by this reference. The sole purpose of such merger is to change the
domicile of the Utah corporation to the State of Delaware.
II
ARTICLES OF INCORPORATION AND BYLAWS
On the consummation of the merger, the Articles of Incorporation and Bylaws
of the Surviving Corporation shall be the Articles of Incorporation and Bylaws
of the Delaware Corporation.
III
AUTHORIZED AND OUTSTANDING SHARES OF THE UTAH CORPORATION
The Utah Corporation has 100, 000, 000 shares of $.015 par value voting
common stock, authorized, of which 915,333 are issued and outstanding. Each of
the common shares is entitled to one vote. The Utah Corporation has 10,000,000
shares of $.001 par value preferred stock, authorized, none of which are issued
or outstanding.
IV
AUTHORIZED AND OUTSTANDING SHARES OF THE DELAWARE
CORPORATION
The Delaware Corporation has 24,000,000 shares of $.01 par value common
stock, authorized, of which 10,000 shares are issued and outstanding. Each share
is entitled to one vote. The Delaware Corporation has 1,000,000 shares of $.01
par value common stock, authorized, none of which are issued or outstanding.
V
APPROVAL BY SHAREHOLDERS OF THE UTAH CORPORATION
Of the 915,333 issued and outstanding shares of the Utah Corporation
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entitled to vote on the Plan and Agreement of Merger, a total of ________ of
such shares were voted in favor of entering into the Plan and Agreement of
Merger, with shares of common stock of the Utah Corporation dissenting. This
represents a majority in interest of the issued and outstanding shares of common
stock. Such shares were voted individually and not as a class.
VI
APPROVAL BY SHAREHOLDERS OF THE DELAWARE
CORPORATION
All 10,000 shares of common stock of the Delaware Corporation were voted in
favor of entering into the Plan and Agreement of Merger with no shares of common
stock of the Delaware Corporation dissenting. Such shares were voted
individually and not as a class.
VII
UNDERTAKINGS OF THE DELAWARE CORPORATION
A. The Delaware Corporation hereby agrees that it may be served with
process in the State of Utah in any proceeding for the enforcement of any
obligation of the Utah Corporation and in any proceeding for the enforcement of
the rights of any dissenting shareholder of the Utah Corporation against the
Delaware Corporation.
B. The Delaware Corporation hereby irrevocably appoints the Secretary of
State of the State of Utah its agent to accept service of process in any
proceeding referred to in paragraph "All above.
C. The Delaware Corporation will promptly pay to the dissenting
shareholders of the Utah Corporation, the amount, if any, to which they shall be
entitled under the provisions of the Utah Business Corporation Act with regard
to the rights of dissenting shareholders.
IN WITNESS WHEREOF, the undersigned corporations, acting by their
respective presidents and secretaries, have executed these Articles of Merger on
the 27th day of January, 1992
Attest: AMALGAMATED ENTERTAINMENT, INC.
a Delaware corporation
By /S/ Gregory A. Stuart By /S/ Richard H. Nordlund
Secretary President
Attest:
PERSIMMON CORPORATION
a Utah corporation
By /S/ Gregory A. Stuart By /S/ Richard H. Nordlund
Secretary President
State of Utah )
) ss
County of Salt Lake )
On the 27th day of January, 1992, personally appeared before me, a Notary
Public, Richard H. Nordlund and Gregory A. Stuart, the president and secretary
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respectively of Persimmon Corporation, a Utah corporation, and the president and
secretary respectively of Amalgamated Entertainment, Inc., a Delaware
corporation, who duly acknowledged to me that they executed these Articles of
Merger.
/S/ A. O. Headman
Notary Public
Residing: /S/ Salt Lake County
