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EXHIBIT 3.6
ARTICLES OF MERGER
MERGING
INTERNET AMERICA, INC., AN ARIZONA CORPORATION,
WITH AND INTO
INTRNTUSA, INC., A TEXAS CORPORATION
Pursuant to the provisions of Article 5.04 of the Texas Business
Corporation Act and Section 10-074 of the Arizona General Corporation Law, the
undersigned corporations adopt the following Articles of Merger for the purpose
of effecting a merger in accordance with the provisions of Article 5 of the
Texas Business Corporation Act and Article 4 of the Arizona General Corporation
Law.
1. An Agreement and Plan of Merger (the "Plan of Merger") adopted in
accordance with the provisions of Article 5.03 of the Texas Business Corporation
Act and the Arizona General Corporation Law attached hereto as Exhibit A and is
hereby incorporated herein by reference, which provides for the merger of
Internet America, Inc., an Arizona corporation ("IA Arizona"), with and into
INTRNTUSA, Inc., a Texas corporation ("IA Texas"), and resulting in IA Texas
being the surviving corporation (the "Surviving Corporation"). Pursuant to the
Plan of Merger, the Surviving Corporation's name will be changed to "Internet
America, Inc."
2. As to each of the undersigned corporations, the approval of whose
shareholders is required, the number of outstanding shares of stock of such
corporation entitled to vote on the Plan of Merger is as follows:
Number of
Name of Shares
Corporation Outstanding
----------- -----------
Internet America, Inc. 1,099,500 shares of
Common Stock
INTRNTUSA, Inc. 1 share of
Common Stock
3. As to each of the undersigned corporations, the approval of whose
shareholders is required, the number of shares voted for and against the Plan of
Merger, respectively, is as follows:
Total Total
Name of Voted Voted Total
Corporation For Against Abstaining
----------- --- ------- ----------
Internet America, Inc. 1,099,500 0 0
INTRNTUSA, Inc. 1 0 0
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4. IA Arizona hereby declares that the approval of the Plan of Merger
was duly authorized by all action required by the laws under which it was
incorporated or organized and by its constituent documents.
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IN WITNESS WHEREOF, the undersigned have executed these Articles of
Merger as of the 21st day of July, 1995.
INTRNTUSA, INC.,
a Texas corporation
/s/ John N. Nanni
------------------------------------------
John N. Nanni, President
INTERNET AMERICA, INC.,
an Arizona corporation
/s/ Robert J. Maynard
------------------------------------------
Robert J. Maynard, Chief Executive Officer
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Exhibit A
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this "Agreement") is made and
entered into as of July 21, 1995, by and among INTRNTUSA, Inc., a Texas
corporation ("IA Texas"), and Internet America, Inc., an Arizona corporation
("IA Arizona").
RECITALS:
A. IA Arizona desires to merge with and into IA Texas, and IA Texas
desires to merge with IA Arizona (the "Merger").
B. The terms and conditions of Merger, the mode of carrying the same
into effect, the manner and basis of canceling the shares of $.01 par value
common stock of IA Arizona ("IA Arizona Common Stock"), the issuance of the
shares of $.01 par value common stock of IA Texas ("IA Texas Common Stock"), and
such other terms and provisions as the parties desire to be stated in this
Agreement are set forth below.
C. The current shareholders of IA Arizona shall be the only
shareholders of IA Texas immediately upon the completion of the Merger, and each
such shareholder shall own the same percentage of IA Texas Common Stock as he
owned of IA Arizona Common Stock prior to the Merger.
D. The Boards of Directors of IA Arizona and IA Texas deem the Merger
to be desirable and in the best interests of their respective corporations and
shareholders.
THEREFORE, in consideration of the premises and the mutual agreements
contained herein, the parties hereto agree as follows:
AGREEMENTS
ARTICLE I
THE MERGER
1.1 Merger. At the Effective Time (as defined in Section 1.2), IA
Arizona shall be merged with and into IA Texas, the separate existence of IA
Arizona shall cease, and IA Texas, as the surviving corporation (the "Surviving
Corporation"), shall continue to exist by virtue of and shall be governed by the
laws of the State of Texas, and the name of the Surviving Corporation shall be
changed to "Internet America, Inc."
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1.2 Effective Time of Merger. The Articles of Merger setting forth the
information required by, and otherwise in compliance with, the Texas Business
Corporation Act with respect to the Merger, shall be delivered for filing with
the Secretary of State of the State of Texas. Certified copies of the Articles
of Merger and the Agreement and Plan of Merger ("Certified Copies"), issued by
the Secretary of State of the State of Texas and setting forth the information
required by, and otherwise in compliance with the General Corporation Law of the
State of Arizona, shall be delivered for filing to the Arizona Corporation
Commission. The Merger shall become effective on the day and at the time the
Secretary of State of the State of Texas files such Articles of Merger (the time
of such effectiveness is herein called the "Effective Time"). Notwithstanding
the foregoing, either IA Arizona or IA Texas, by action of its Board of
Directors, may terminate this Agreement at any time prior to the earlier of (i)
the filing of the Articles of Merger with the Secretary of State of the State of
Texas or (ii) the filing of the Certified Copies with the Arizona Corporation
Commission.
1.3 Effects of Merger. At the Effective Time, IA Texas, without further
action, as provided by the laws of the State of Arizona and the laws of the
State of Texas, shall succeed to and possess all of the rights, privileges,
powers, and franchises, of a public as well as of a private nature, of IA
Arizona; and all property, real, personal and mixed, and all debts due on
whatsoever account, including subscriptions to shares, and all other choses in
action, and all and every other interest, of or belonging to or due to IA
Arizona shall be deemed to be vested in IA Texas without further act or deed;
and the title to any real estate, or any interest therein, vested in IA Texas or
IA Arizona shall not revert or be in any way impaired by reason of the Merger.
Such transfer to and vesting in IA Texas shall be deemed to occur by operation
of law, and no consent or approval of any other person shall be required in
connection with any such transfer or vesting unless such consent or approval is
specifically required in the event of merger or consolidation by law or express
provision in any contract, agreement, decree, order, or other instrument to
which IA Texas or IA Arizona is a party or by which either of them is bound. IA
Texas shall thenceforth be responsible and liable for all debts, liabilities,
and duties of IA Arizona which may be enforced against IA Texas to the same
extent as if said debts, liabilities, and duties had been incurred or contracted
by it. Neither the rights of creditors nor any liens upon the property of IA
Arizona and IA Texas shall be impaired by the Merger.
1.4 Articles of Incorporation. The Articles of Incorporation of IA
Texas before the merger shall be and remain the Articles of Incorporation of IA
Texas after the Effective Time, until the same shall thereafter be altered,
amended, or repealed in accordance with law and IA Texas's Articles of
Incorporation; provided, however, that at the time of the Merger the Articles of
Incorporation of IA Texas shall be amended as provided on Exhibit I, attached
hereto and incorporated herein by reference, in order to change the name of the
Surviving Corporation to Internet America, Inc.
1.5 Bylaws. The Bylaws of IA Texas as in effect at the Effective Time
shall be and remain the Bylaws of IA Texas, as the Surviving Corporation, until
the same shall thereafter be
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altered, amended, or repealed in accordance with law, IA Texas's Articles of
Incorporation, or such Bylaws.
ARTICLE II
EFFECT ON OUTSTANDING STOCK
2.1 IA Texas Common Stock. At the Effective Time, all of the shares of
IA Texas Common Stock that were outstanding immediately before the Effective
Time shall, without any action on the part of the holder thereof, be canceled.
2.2 IA Arizona Common Stock. At the Effective Time, each outstanding
share of IA Arizona Common Stock shall, without any action on the part of the
holders thereof, be deemed converted into and represent the same number of
shares of IA Texas Common Stock as each holder of IA Arizona Common Stock owned
prior to the Merger.
2.3 Surrender of Certificates of IA Arizona Common Stock. At or after
the Effective Time, each holder of IA Arizona Common Stock that was outstanding
immediately before the Effective Time shall surrender the certificate(s) that
represented that holder's shares immediately before the Effective Time, and IA
Texas shall, upon receipt of such certificate(s), immediately cancel such
certificate(s) and issue certificate(s) for IA Texas Common Stock in the name of
that holder or in the name of any person that the holder so directs. Whether or
not so surrendered, at and after the Effective Time, the certificate(s)
representing IA Arizona Common Stock shall be deemed for all purposes to have
been canceled and shall not evidence any right or interest in or claim against
IA Texas or IA Arizona.
ARTICLE III
OFFICERS AND DIRECTORS
3.1 Directors. At the Effective Time, each of the persons who was
serving as a director of IA Texas immediately prior to the Effective Time shall
continue to be a director of IA Texas, and each shall serve in such capacity
until the next annual meeting of shareholders of IA Texas and until his
successor is duly elected and qualified or, if earlier, until his death,
resignation, or removal from office.
3.2 Officers. At the Effective Time, each of the persons who was
serving as an officer of IA Texas immediately prior to the Effective Time shall
continue to be an officer of IA Texas and shall continue to serve in such
capacity at the pleasure of the Board of Directors of IA Texas or, if earlier,
until their respective death or resignation.
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ARTICLE IV
MISCELLANEOUS
4.1 Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
4.2 Amendment. To the extent permitted by law, this Agreement may be
amended or supplemented at any time and in any respect, to the extent such
amendment or supplement relates to the Merger, by action taken by the Boards of
Directors of IA Arizona and IA Texas, if prior to the Effective Time, or by the
Board of Directors of IA Texas, if on or after the Effective Time.
4.3 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas with respect to all matters
except to the extent the laws of the State of Arizona apply to matters of
corporate governance relating to IA Arizona.
4.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first written above.
INTRNTUSA, INC.,
a Texas corporation
By: /s/ Robert J. Maynard
---------------------------------
Title: CEO
INTERNET AMERICA, INC.,
an Arizona corporation
By:/s/ John N. Nanni
---------------------------------
Title: President
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