HomeMy WebLinkAbout951583RECEIVED 1/12/2010 at 3:15 PM
RECEIVING 951583
BOOK: 740 PAGE: 1
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
AFFIDAVIT OF MERGER
000001
/ceVil fter being first duly sworn upon his oath does state as follows:
1. I am over the age of 18 and have personal knowledge of all matters stated in this
affidavit. I am competent to testify to all matters stated in this affidavit.
2. I am the S of Stauffer Management Company, LLC.
3. Stauffer Management Company, LLC, is a limited liability company organized and
existing under the laws of the State of Delaware and is currently in good standing and authorized to
do business in the State of Wyoming.
4. On or about December 7, 2000, Atkemix Thirty -Seven Inc., a Delaware Corporation,
merged with Stauffer Management Company, LLC.
5. Attached to this Affidavit is a true and accurate copy of the "Certificate of Merger
Merging Atkemix Thirty-Seven Inc. into Stauffer Management Company LLC" as well as an
"Agreement and Plan of Merger." Also attached to this Affidavit is a Certificate from the Delaware
secretary of State concerning the Merger.
6. Pursuant to this Affidavit and the documents attached hereto, Stauffer Management
Company LLC is the surviving entity and Atkemix Thirty -Seven Inc. ceased to exist as a separate
entity. The merger was effective on December 7, 2000 the date Certificate of Merger was filed
with the Delaware Secretary of State.
7. Prior to the merger, Atkemix Thirty-Seven Inc. was the owner of real property located
in the State of Wyoming, County of Lincoln, more particularly described as follows:
State of Wyoming, County of Lincoln, Township 21 North, Range 120 West of
the 6 P.M., Lincoln County, Wyoming consisting of:
Section 3: Lot 12; and SW '/4 NE
Section 10: Lots 1, 2, 3, 4 and 5; and NE '/4;
Section 11: NE '/4 and SW '/4;
Section 13: NW '/4 NW '/4;
Section 14: NE '/4; NE '/4 NW '/4; NE '/4 SW '/4; and NW '/4 SE '/4.
8. Because of the merger, Stauffer Management Company LLC became the holder of fee
title to the property described in Paragraph 7 of this Affidavit.
FURTHER AFFIANT SAYETH NAUGHT.
Dated this kr day of Nevenrber, 2009.
ACKNOWLEDGEMENT
I, LA k /yJ as of
Stauffer Management LLC, a Delaware Limited Liability Company authorized to do business in the
State of Wyoming, hereby certify that I have read the above and foregoing Affidavit of Merger and
am acquainted with the contents thereof, and that the matters and things therein as set forth are true
as I verily believe.
STATE OF DELAWARE
COUNTY OF,'VE W CA 57
On this /4/6- day of C ebe, 2009, before me personally appeared 4 �g E
1°,06 5Aes fT±—T49 of Stauffer Management LLC, to me personally known, who being by me
duly sworn upon his oath, did say that above and foregoing Affidavit of Merger is true and accurate
and was signed on behalf of Stauffer Management LLC.
-2-
Notary Public
SEAL
My corn.rniss uh expires:
PAULETTE L, HENDRIX
NOTARY PUBLIC
STATE OF DELAWARE
My Commission Expires March 10, 2010
o0w)003
I, ELWARD J". FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
"ATKEMIX THIRTY— S EyEN, INC.", .,A .DE .i °ORATION,
WITH AND :NT0 "S R MANAG LC EMENT
PUNDER THE
NAME OF "STA FFE t MANA COMPANY LLC A `LIMITED .LIABILITY
COMPANY ORGANISED AND EXISTING UNDER THE LAWS OF THE STATE OF
SEVENTH DAY
State ofDelaware
PAGE 1
Office of the Secretary of State
DELAWARE, AS RECEIVED AND FILED IN THIS OF
OF DECEMBER, A. D. 200G, AT 4 O'CLOCK P.
A FILED COPY OF T'BIS CERTIFICATE
NEW CASTLE COUNTY RECORDER OF DEEDS.
3325943 8 ,OOM
)ED TO THE
Edward J. Free, Secretary of State
'AUTHENTICATION: 0838036
001611668 DATE: 12-- 07--00
STATE OP DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04;00 PH 12/07/2000
001611668 $.726943
The undersigned limited liability company, organized and existing; under and by
virtue rxf the' are Limited Liability Company Act, does hereby certify that
FIRST: The
follows:
CERTIFICATE OF MERGER
MERGING
ATKEMIX THIRTY-SEVEN INC.
INTO
STAUFFER MANAGEMENT COMPANY LLC
Name
Atkernix Thirty-seven Inc.
Stauffer Management Company LLC
e and state of domicile of each of the constituent entities in the
State of Dornic le
Delaware
Delaware
SECOND: An Agreement and Plan of Merger between the parties, to the merger
has been adopted, approved, certified, executed and acknowledged by each of the constituent
entities in accordance with the requirements of Section_ 264 of the General Corporation Law of
the State of Delaware and Section 18 -209 of the Delaware Limited Liability Company Act,
THIRD: The name of the surviving limited liability company is Stauffer
Management Company LLC,
FOURTH: The merger shall be effective upon the filing of this Certificate of
Merger in the Office of the Secretary of State of the State of Delaware.
FIFTH: The executed Agreement and Platt of Merger is on file at the principal
place of business of the surviving limited liability company. The address of the principal place
of business of the surviving limited liability company is Stauffer Management Company LLC,
1800 Concord Pike, Wilmington, DE 19850- 5438.
SIXTH: A copy of the Agreement and Plan of Merger will be furnished try the
surviving limited liability company, on request and without cost, to any stockholder of the
constituent corporation and any member of the constituent limited liability company.
(0u006
IN WITNESS WHEREOF, Stauffer Managetnent Company LLC has caused this
Certificate of Merger to be duly executed in its name this 7th day of December, 2000,
AtL37 Merger Cert.doe
Stauffer Management Company
By;
Name: Glenn
Title: Chairman
2
ann
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER ("Agreement"), dated as of
December 7, 2000, by and between Stauffer Management Company LLC, a Delaware limited
liability company (the "LLC" or, after the Effective Date (as defined in Article IV hereof), the
"Surviving Entity"), and Atkemix Thirty-seven Inc., a Delaware corporation (the "Corporation").
WITNESSETH:
WHEREAS, the LLC is a limited liability company formed under the laws of the
State of Delaware;
WHEREAS, the Corporation is a corporation organized under the laws of the
State of Delaware;
WHEREAS, the General Cotporation Law of the State of Delaware, 8 Del. C.
101 et seq. (the "DGCL"), and the Delaware Limited Liability Company Act, 6 Del. C. 18-
101 et sea, (the "LLC Act"), each permit a corporation organized and existing under the DGCL
to merge with and into a limited liability company formed and existing under the LLC Act;
WHEREAS, the Managers of the LLC and the Board of Directors of the
Corporation have duly authorized the merger of the Corporation with and into the LLC pursuant
to the terms of this Agreement; and
WHEREAS, all other conditions precedent to the rnerger of the Corporation with
and into the LLC have been, or prior to the Effective Date will be, satisfied or validly waived;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, it is agreed that, in accordance w.ith the applicable statutes of the
State of Delaware, the Corporation shall be, and hereby is, at the Effective Date, merged with
and into the LLC (the "Merger"), with the LLC to be the Surviving Entity. The mode of carrying
the Merger into effect shall be as follows:
On the Effective Date, (i) all shares of common stock of the Corporation, par
value $1 per share, outstanding immediately prior to the Effective Date, by virtue of the Merger
and without any action on the part of the holder thereof, shall be canceled and (ii) the 1.00%:
limited liability company interest held by Zeneca Inc, as the sole member of the LLC
diately prior to the Effective Date shall remain the 100% limited liability company interest
of such member, and Zeneca Inc. shall continue as the sole member of the Surviving Entity.
ARTICI E I MERGER
On the Effective Date, the Corporation shall be merged with and into the LLC, the
separate existence of the Corporation shall cease, the LLC shall continue in existence and the
Merger shall in all respects have the effects provided for by the DGCL and the LLC Act.
Prior to the Effective Date, the LLC and the Corporation shall take all such action
(including, without limitation, obtaining the approval of this Agreement and the Merger by the
sole stockholder of the Corporation) as shall be necessary or appropriate in order to effectuate
the Merger. If at any time after the Effective Date, the LLC shall consider or he advised that any
further assignments, conveyances or assurances in law are necessary or desirable to carry out the
provisions hereof, the proper officers, directors or other agents of the Corporation shall execute
and deliver any and all proper deeds, assignments, and assurances in law, and do all such
additional things necessary or proper to carry out the provisions hereof.
ARTICLE II TERMS OFTRANSAcTION
2
000008
ARTICLE ffl CERTIFICATE OF FORMATION AND
umnED LIABILITY COMPANY AGREEMENT
From and after the Effective Date, and until thereafter amended as provided by
law, the Certificate of Form tion and Limited Liability Company Agreement of the LLC (the
"LLC Agreemene)as in effect immediately prior to (he Effective. Date shall be the Certificate of
Formation and Limited Liability Company Agreement of the Surviving Entity.
ARTICLE IV EFFECTIVE DATE
Ci0i)009
A certificate of merger evidencing the Merger ("Certificate of Merger") shall be
filed on. December 7, 2000 with the Secretary of State of the State of Delaware ("Secretary of
State") pursuant to the DGCL and the LLC Act and shall specify that the Merger shall. bec
me
effective upon the filing of the Certificate of Merger with the Secretary of State (such time of
effectiveness, the "Effective Date").
AR F. V TERMJNATTON
At any time prior to the filing of the Certificate of Merger with the Secretary of
State, the Board of Managers of the LLC or the Board of Directors of the Corporation may
terminate and abandon this Agreement.
ARTICLE VI AMENDMENTS
At any time prior to the filing of the Certificate of Merger, the Board of Managers
of the LLC and the Board of Directors of the Corporation may amend, modify or supplement this
Agreement in such manner as they jointly may determine.
ARTICLE VII GOVERNING LAW
This Agreement shall be governed by and construed itt accordance with the
domestic laws of the State of Delaware without giving effect to any choice of law or conflict of
law provision or rule (whether of the State of Delaware or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of Delaware.
ARTICLE VIII MISCELLANEOUS
This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and such counterparts shall together constitute but
one and the same instrument.
4
0
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by a duly authorized •officer and the LLC has caused this Agreement to he signed by its
duly authorized representative.
Atk.37 Merger Cert.doe
5
Stauffer Management Company LLC
eoi:;901.1
Atkemix Thirty-seven Inc.
me: Brian A, Spit
Title: President
By:
N me: Glenn M. gelmaiin
Title: Chairman