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EXHIBIT 2.6
ARTICLES OF MERGER
OF
NEENAH FOUNDRY COMPANY
INTO
NEENAH CORPORATION
The undersigned, NEENAH CORPORATION ("Neenah"), a Wisconsin
corporation and NEENAH FOUNDRY COMPANY ("NFC"), a Wisconsin corporation and the
wholly owned subsidiary of Neenah, each give notice of corporate action
effecting the merger of NFC into Neenah, and acting by their respective officers
and pursuant to Section 180.1105 of the Wisconsin Business Corporation Law,
hereby certify, each with respect to the facts and acts relating to it, the
following:
1. Plan of Merger.
(a) The surviving corporation shall be Neenah and it
shall be governed by the laws of the State of Wisconsin.
(b) The terms and conditions of the merger, the manner
and basis of exchanging shares of each corporation into shares and
cash, and other provisions relating to the merger are set forth in the
Merger Agreement which is attached as Addendum A hereto and which is
incorporated herein by reference.
2. Approval of Merger Agreement. The Merger Agreement
has been adopted and approved by the respective boards of directors and approved
by the respective shareholders of Neenah and NFC in accordance with Section
180.1103 of the Wisconsin Business Corporation Law.
3. Effective Time. The merger shall be effective upon
the filing of these Articles of Merger with the State of Wisconsin Department of
Financial Institutions.
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IN WITNESS WHEREOF, each of the parties hereto has caused
these Articles of Merge to be executed on its behalf by its respective duly
authorized officers, this __ day of ________, 1997.
NEENAH CORPORATION
By:
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Name:
Title:
Attest:
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, Secretary
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NEENAH FOUNDRY COMPANY
By:
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Name:
Title:
Attest:
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, Secretary
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This document was drafted by:
Kirkland & Ellis
Citicorp Center
153 East 53rd Street
New York, New York 10022-4675
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