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HomeMy WebLinkAbout945311 f J . ûO\i492 ·1 ~ i { . , , ( ! ¡ . i 1 I , I I ! I ¡ . I RECEIVED 2/17/2009 at 11 :58 AM RECEIVING # 945311 BOOK: 715 PAGE: 492 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY j -_.' -. -..-.---,..- _.. :. . ~; . . . .t~, :. .. : ~ ( 'I,: ¡, ~ ~' !~f"'" . --'---'-- ---.-.---.-..---. __. __. ___.__.u ___ ___ r :.. . . (p 1Il- sSþ ARTICLES OF MERGER Northern Food and Dairy, Inc.. a Minnesota corporation ("NFO") and NorSun, LLC, a Minnesota limited liability company ("NorSun"), do hereby agree and certitÿ Ihat: 1. Attached hereto and incorporaled herein by reference is the Plan and Agreement of Merger dated :r"Nu.,WoY :;) IdCO I (the "Plan"), to become effcçtive at tl1eclose of business on -:SA1JIJk9.:Y ;)) ;:). co I (the "Effective Oale"), which has been authorized, adopted, ' approved, execuled, certified and acknowledged by and on behalfofNFO pursuBDt to the Minnesota Business Corporations Act, Sections 302A.6111hrough 302A.6S I, and by and on behalf of Nor Sun pursuant to Ihe Minnesota Limited Liability Company Act, Sections 322B.70 througb 322B.75. 2. StakeTech Holdings, Inc., a Minnesota corporp.~.o,.. (''StakeTech'') is the sole shareholder ofNFO. By an action in writing dated effective IIi: ,.·f JANU,.H!.Y '.' ~ I ,the sole shareholder ofNFO approved Ihe Plan of Merger pursuant to the Mlnne~ola Business Corporations Act, Section 302A.621. 3. NFD Is \he sole member of Nor Sun. By an action in wliting dated effective as of :JÅ,ijuM-Y I I ?W I ' NFD, as the soie member of Nor Sun approved the Plan of Merger pursuant to the Minnesota Limited Liability CompBDY Act, Section '\228.72. 4. The name of the surviving entity shall be "Northern Fåod and Dairy, Inc., a Mlnnesola corporation. 5. ')NJ\ The Merger shall become effecliVllIUi of \he close of business on..:::J:ðWL1f:Ï!2., 6. A copy ofthe Plan of Merger is on file at the place of business oCthe surviving entity. Northern Food and Dsiry. Inc., a Minnesota corporation, at 601 3"' Avenue Wesl, Alexandria, Minnesota 56308 and a copy oflhe PIBD of Merger will be furnished by the aurvivlng entity on request BDd without cost to any shareholder ofNFO and any member of NorSun. 7. The Plan has been authorized by NFD and NorSun and the person signing these' Artioles of Merger has been authorized to do so by NFO and NorSun. respectively. , Doc# 1290228\1 0787'70 .. ----------..--- C:Oô493 . . . . . . :. r t . '. ,i~. ". '. . " .- .~ .. " . ~~. ,',., .J,;Ó!,f.j;~'::i~\:::;fjr,:;;;':\ '~,; 'i;·,rf.i:".1~': ., , , ',. " 'J'", -, , ," ~ j 1, . ......... .... ",! .:, ,;I~::;·-. ·~<·,i.f~~ '{··¡:Y", -,,'.": .' ';~·~,":P.':'-;i~::'··: F~.~.r-"~":,/,..,,,,..~'I:(.'~'~"'.1":t!!;4-....tI___._.. IN WITNESS WHBRBOF,lhe plll'lies have caused this instrument 10 be executed as of Egetc ]. ~^tJ¡,\ML'( ~) ;).Oð\ NORTHERN FOOD AND DAIRY; INC., a Minncsota corporation . By 11 lJ.()p lis C e D NORSUN, LLC, a Minncsota limited liability compWlY By Its Dod I290Z2Ø\1 2 00v494 . ,.",:, . .' I '. I ., I . . ! .-..-...---.---.- '. ' t -.--- -'--~-"---'" .' .":~~"""'C~"' I(~"I'''''''-''''''-'''''~___'''''___III'''.'''''''!''''·' '-'~'!I:'''""",~",,,,,,,, .... . F .,1. . i.~ '.:}'. ·F. '( .. ; I ".\ , .' l . . . .......------. 000495 . , ..'.':"_........,.,...-....~./:1...., "."~...·".'r_1......""t..,.'"..._...... . IN WITNESS WHEREOF, the parties have caused tld.lnstrument to be executed 81 of ~]. IANIA~YJldCol NORTHERN FOOD AND DAIRY, INC" a MIMesota corporation By lis ~",~tð., 'G NORSUN, LLC, a MIMesota I¡mited liability company BY~ /.J_~ lis 'S Q..c. ( q. 'to. r LA ,~ ( DodIIZgoUSII 2 ì ¡; ~ '1 'I ,.} :¡ ,~q:;l . . . " . . . ÜûiY496 .~ Cf/G Q¡fv\ I~ßIHmnIUI~III~II~111 16461260007 ARTICLES OF MERGER OOû497 OF NORTHERN FOOD AND DAIRY, INC. e a Minnesota corporation) AND SUNOPTA INGREDIENTS INC. (a Delaware corporation) To the Secretary of State State of Minnesota Pursuant to the provi~ions of the Minnesota Business Corporation Act and the Delaware General Corporation Law, the business entities hereinafter named do hereby adopt the folJowing articles of-merger: FIRST: Annexed hereto and made a part hereof is the Plan of Merger for merging Northern Food and Dairy, Inc., a business corporation of the State of Minnesota, with and into SunOpta Ingredients Inc., a business corporation of the State of Delaware, as approved by the Boards of Directors and shareholders of said business entities parties to the Plan of Merger. <" SECOND: The Plan of Merger was advised by the Board of Directors and approved by the shareholders of Northern Food and Dairy, Inc. in accordance with the corporation's Articles of Incorporation and applicable Minnesota law. THIRD: The Plan of Merger was advised by the Board of Directors and approved by the shareholders of SunOpta Ingredients Inc. in accordance with the laws governing the merger of corporations of the State of Delaware. FOURTH: SunOpta Ingredients Inc. will continue its existence as the survlVlng corporation under its present name pursuant to the provisions of the laws governing the merger of corporations of the State of Delaware. / FIFTH: SunOpta Ingredients Inc. agrees that it may be served with process in this state in a proceeding for the enforcement of an obligation of a constituent organization and in a proceeding for the enforcement of the rights of a dissenting owner of an ownership interest of a constituent organization against it. eOó49'8 SIXTH: SunOpta Ingredients Inc. irrevocably appoints the Minnesota Secretary of State / as its agent to accept service of process in any proceeding, the address to which process may be forwarded is: SunOpta Ingredients Inc. 25 Wiggins Avenue Bedford, MA 01730 SEVENTH: The merger shall become effective at 12:01 am on January 1,2006. / -2- ûOÚi499 Executed on this 20th day of December, 2005. NORTHERN FOOD AND DAIRY, INC. By ~- J::::,~ Jo Dletnch,. Secretary/Treasurer SUNOPT A INGREDIENTS 1Ne. By: \:: ~~ JoHn Dietrich, Secretary/Treasurer -3- ûOûSOO PLAN OF MERGER approved on December 20, 2005 by Northern Food and Dairy, Inc., a business Corporation of the State of Minnesota, and by resolution adopted unanimously by ìts Board of Directors, and approved on December 20, 2005 by SunOpta Ingredients Inc., a Corporation of the State of Delaware, and by resolution adopted unanimously 'by its Board of Directors. 1. The business entities parties hereto, Northern Food and Dairy, Inc. and SunOpta Ingredients Iné., shall, pursuant to the provisions of the Minnesota Business Corporation Act and the provisions of the laws governing the merger of corporations of the State of Delaware, be merged with and into a single Corporation, to wit, SunOpta Ingredients Inc., which shall be the surviving Corporation Upon the effective dat~ of the merger and which is sometimes hereinafter referred to as the "surviving corporation," and which shall continue to exist as said surviving corporation under its present name pursuant to the provisions of the laws governing the merger of corporations of the State of Delaware. The separate existence of Northern Food and Dairy, Inc., which is sometimes hereinafter referred to as the "terminating corporation", shall cease upon the effective date of the merger in accordance with the provisions of the said Minnesota Business Corporation Act. 2. The Certificate of Incorporation of the surviving corporation as of the effective date of the merger shall be the Certificate of Incorporation of said surviving corporation and shall continue in full force and effect until sooner amended or changed as permitted by the provisions of the laws governing the merger of corporations of the State of Delaware. 3. The shareholders of the surviving corporation Upon the effective date of the merger shall be the shareholders of the surviving corporation. 4. Each issued share of the tenrunating corporation shall, upon the effective date of the merger, be cancelled. The shareholder interests in the surviving corporation shall not be converted or changed in any manner. 5. The Plan of Merger herein made and approved shall be submitted to the shareholders of the terminating and surviving corporations for their approval or rejection in the manner prescribed by the provisions of the Minnesota Business Corporation Act and the Delaware General Corporation Law. 6. In the event that the Plan of Merger shall have been approved by the shareholders entitled to vote of the terminating and surviving corporàtions in the manner prescribed by the provisions of the laws governing the merger of corporations of the States of Minnesota and Delaware, the terminating COrporation and the surviving corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the States of Minnesota and Delaware, and that they will cause to be perfonned all necessary acts therein and elsewhere to effectuate the merger. -4- . '-"'t. 00&501 7. The Boards of Direçtors and the proper officers of the tenninating and surviving corporations, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, ånd to make, execute, deliver, file, and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for. INNESOTA STATp~R9tE~i OF STATg D!: FiLED DEC ;~ R 1005 q,¿~ seJ'aryõt stata ';,;, /¡~: , '. . ¡".\: , 1.;, t ~:'~. ,'~ " ',; ¡,:',~ ,..., r: . ' .; ·I;"<~ .'·'-··'t ,:) H (:,,~ :x><:;:n '1C\ iI~ -5- '". ': f·, , Ii;' i .;;", ., i ~:.\. ,;;:;,01;.1 ;)." i :) Girt; , rAn ~. ÜOûS02 ..." r ": ;"..~ '.,". :.....,. ;.....' STATE OF MINNESOTA DEPARTMENT OF STATE I herebxcertify, that this isfoh true anä com~let~ E.~py 0 td E? document as tiled Jgf'recor an this office. 'l\r " \:;' 'd-ÇQ9 DATED I'D\.) -...J ) ') ~é~~ ..,·..~.1\'.u~1:2"" ,zO¡"--'i"..... ~\~.I~ "'~¡....,l,~ """'¡,~tr'I~.,~", By Sccrctllry of Slalc 3 OFFICE OF COUNTY RECORDER TODD COUNTY MINNESOTA I hereby certify that , this instrument # 4~0691. was filed/recorded i~iS office for recor9 pn the d- day of ~d-.0 2004 at -L-am/pm Che I Perish, Co nty Recorder by: Deputy.. .J:j{/1 -- rec ing fee well certificate deed tax/mtg reg tax cJò~~~ ~ o.Ç..(1ù ['~' o ~~~'>7 ' f) 13. II ~c_.-"'R0})JJJ:ºi!,8 8 902882 RECEIVED LINCOLN COUNTY CLERI< Ql. SEP 16 Pci II: 33 WARRANTY DEED ,JEANNE V,'AGNER i<FWAERUt ;:'j':)\"dNG THIS INDENTURE. made tbe ~ day of September, 2004 by and between the CUSTOM DRIED FOODS, 11 corporation organize<l and existing under and by virtue of the laws of the State of Wyoml.n¡ 'and having its principal place of business in the County of Lincoln the GRANTOR, and NORTHERN FOOD & DAmY, INC, a Minnesota Corpqration whose address is ¡;'u, -J ref A,.V0. Wc=s t, A k X ~ It ~I-I ~ I {VI 0 as Grantee, WITNESSETH: That the grantor, for and in consideration of the sum. of Ten Dollars ($10.00) and other good and valua.blcconsideration in ba11d paid, the receipt whereof is hereby acknowledged. does, by these presents, grant, bargain, sell, CONVEY AND WARRANT unto the said Grantee all that certain tract, lot; piece, and parcel of land situated in the COWlty of Lincoln, State of Wyonùng. and described as follows tQ-wit: That part of SectlOJ,l 25, T32N R1l9W of the 6th P.M., Lincoln County, Wyoming describtd on Exhibit A prepared by Marlowe A. Scherbel labeled "Custom Dried FoodB, Custom Dried Foods Tmct" dated March 29, 2002. SUBJECT,' hoWClver. to.all reservations, restrictions, protective covenants, exceptions, easements and rlgms-of.way o(record. in sight, or in use. IN WITNESS WHEREOF. tþe Grantor has catL!lCd these pre5ents to be signed by its duly authorizedofflcer, the day-and year first abqve written. CUSTOM DRIED FOODS ,.,."..-..."',)l( 'DO D# Þ J(t It(" :¡;l ]2 uJ: 9-)"'" ~ Dy r ~. C q./l~~.wv&- ¿)Earll. Gilmartin,lr. . President (v i, t! ) State of 1C~ ) )ss . County of f}cd~'7() . , On 1bis l!i of September, 2004 before me personally appeared Earl J. Gilmartin, Jr. to me peraonallY knowu, who, being by me duly sworn, did say .that he Is tile President of Custol)l Dried Foods and that said instrument was signed on behalf of said corporation by authority of its Board of D~ and said President acknowledged said instrument to be the free' act and deed of said' corpomtion, Given under my hand and notarial seal tlùs ~ day of September, 2004. (!~rít- ~Jt1( iii- t U Notary Public My CQDUIÙssion Expires ~ c?-I, o<()o1 ':": ,. I· (,OûS03 -.............. -..- .....--...,.. ---...- ~"""""'Hlt.111D --....- ......- .....-...- ............. Na.... "-~NIt.:l7alll -,.,- w,..~PS._ __LTD. -- 113....._ -- .........-...... _...... 1 -DE¡j1C.RJ!F'JI'XON JFOJRt , I (C(Q)[P11 CVSTOM IDJIUED FOODS CUS1'~M DRIED FOODS TRACT r :. f.~.JJ To-wit: - - 090;:;8Ö~~ That part of the SV,NEY4 of Section 25, T32N, R1I9W, Lincoln County, Wyoroing, described as fuUows: . . BEGINNING at the intcrsection of the westerly extension of the south line of Block: 6 of the Original Townsite of Aftonofrecord in the Office of the Clerk of Lincoln County lIS Plat No. 100 with an existing north/south fènce line, N87°-40'-26"W, 727.41 feet ftom the southwest point of said Block 6, aJso ~ing N25°·36' -28"W, 282.70 feet ftom the southeast comer of the SWY4NEV. of said Section 25; thence SOl °-42'·08"W, 24.66 feet toa poin_t; tbence S89°-24'-4T'W, 493.67 feet to a point on an existing fence line; thence coursing wd 1imce line as fullows: ' NOO"-07' -SO"W, 242.80 fuet to a point; NS9"-24'-06"E, 501.44 feet to a point; SOl°-42'-OS"W. 218.43 fèet to the POINT OF BEGINNING; , ENCOMP ASSlNG IIU area of2.?7 acres, more or less; the BASE BEARING fur this survey is the east line of the NEV. {If Section 25, T32N, R! !9W, being NOOa-OS' -24"£; . . TOO~R }'fithll ~ of in¡ress, egress and utilities over, undcr and acro,ss ~',strip of J.aod described as fullows: ' ~ . . , , BECItfflmG ~ an intersection of the westerly exlensÌDn of the south line of BlotCk «) 'a¢.tþ.!:,'l;VCSterly incof'\:'~19 Street of the Original Townsite of Afton ofrccord in the Office of the Clerk ofLincoln County as Plat No. 100, N87°-40'-26"W, 106.99 feet ftom the southwest point of said Block 6, also beingN65°-13'-19''E, 54S.19 feet ftomthe southwest comer of the SE~NEV. of said Section 25; thence SOI-56'-12"W, 83.12 feet, aJoDgsaid westerly line ofLincoIn Street, to a point on the southerly line of that easement of rcoord in said Officc in Book 95 of Pho,tostatic Rc:confs on page 411; thence N87°-19' ..()()"W, 931.55 fuct. aJong said soutberly line, to a point on WI existing " fence line; thcuce N49°-06'-16"W, 55.541èet, along said fènce line, to a point on the south line of 1he aOO~re described 1J'aCt and leave said fèJice line; thence N89°-24'-4T'E, 354.70 feet, along said south line, to the southeast point of said t.mct; thcoce N01°-42'..QS"E, 24.66 feet, aloDg the east line of said tract, to a point on the westerly cxtension ofthc south line of said Block: 6; thence S87°-4{)'-26"E¡ 62Q.42 feet, along said extension!, to the POINT OF BEGINNING; "ModlficaUon In 1/'111 way o! thø loregolng description terminates lIabilily 01 the SUI'\IÐyor" (:0\)1504 -.....- ,.,M......... . Wy.L~....,... .....~...... '*"~Na..ln --....- ......- .....-....- ................... - \WI,,...,.....Mt..:lJI1tt -..- w,..~"'- ~..,.:.;""LJD. .......- -- u..ttl:fllpdngl.*,- _.- ~w>L ~ ~!,,~..d,.~;;:;-;;t¡;" ~~¡~:'~"":r--". DESCRIPTION FOR CUSTOM DRIlID FOODS CUSTOM DRIED FOODS TRACT PAGE TWO 090~882 00ú505 .,~~ SUBJECf to an CllSCmCnt fur the West Aiton Sprinkler Company IrrigBtion Pipeline over, under and acroS8 the north 1 U tèet oftbe above described tract; each "point" or "intersection" marked by a 5/8" X 24" steel reinforcing rod with a 2" aJuminwn cap .inscn'bed, "SURVEYOR SCHERBEL L TD AFfON WY PLS 5368" or "SURVEYOR sCHÈRB.EL LID BIG PINEY WY PLS 5368", with appropÌia1e details; each "Comer" found as described in the COmer Record filed or to be filed in the Office of the Clerk ofLincoln County; all in accordance with the pint prepared to be filed in the Office of the Clerk of Lincoln County titJed, "PLAT OF A.l.T.A.lA.C.S.M.. LAND TITI..E SURVEY FOR CUSTOM DRIED FOODS WITIDN SI~~ SECTION 25 T32N R1l9W LINCOLN CO 0", . 200ò, as revised. "Modifteation In any way of the foregoing description ts(minales liability of the surveyor"