1
EXHIBIT 3.25
CERTIFICATE OF MERGER
OF
MEDQUIST RECEIVABLES MANAGEMENT COMPANY
WITH AND INTO
ASSETCARE, INC.
The undersigned corporation, organized and existing under and by virtue of
the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. MedQuist Receivables Management Company, a New Jersey corporation
("MRMC"), is merging with and into AssetCare, Inc., a Georgia corporation
("AssetCare")(the "Merger"), and AssetCare will be the surviving Georgia
corporation following the Merger, using the name "AssetCare, Inc."
2. The Articles of Incorporation of AssetCare (the "Articles") will
continue after the Merger as the Articles of the surviving corporation until
thereafter duly amended in accordance with their terms and the Code.
3. The executed Plan of Merger pursuant to which the Merger is being
consummated is on file at the principal place of business of the surviving
corporation. The address of the principal place of business of the surviving
corporation is AssetCare, Inc., 2700 Cumberland Parkway, Suite 300, Atlanta,
Georgia 30339.
4. A copy of the Plan of Merger will be furnished by the surviving
corporation, on request and without cost, to any shareholder of any corporation
that is a party to the Merger.
5. The Merger has been duly approved by the written consent of the
sole shareholder of MRMC and by the written consent of the sole shareholder of
AssetCare.
6. The effective date of the Merger shall be May 31, 1996.
IN WITNESS WHEREOF, AssetCare has caused its duly authorized officer to
execute and deliver this Certificate of Merger as of the 29th day of May, 1996.
ASSETCARE, INC.
By: /s/ Michael R. Cote
----------------------------------------
Michael R. Cote
Senior Vice President - Finance
and Chief Financial Officer
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ASSETCARE, INC.
CERTIFICATE OF VERIFICATION OF
REQUEST FOR PUBLICATION
Pursuant to Section 14-2-1105.1(a) of the Georgia Business Corporation
Code, AssetCare, Inc., a Georgia corporation, hereby verifies that a request
for publication of a notice of merger to merge MedQuist Receivables Management
Company with and into AssetCare, Inc. and payment therefor have been made, as
required by Section 14-2-1105.1(b) of the Georgia Business Corporation Code.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this 29
day of May, 1996.
ASSETCARE, INC.
By: /s/William R. Spalding
----------------------------------------
William R. Spalding
Sr. Vice President - Administration
General Counsel and Secretary
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Secretary of State DOCKET NUMBER : 943560398
Business Services and Regulation CONTROL NUMBER : 9005383
Suite 315, West Tower EFFECTIVE DATE : 12/31/1994
2 Martin Luther King, Jr. Dr. REFERENCE : 0091
Atlanta, Georgia 30334-1530 PRINT DATE : 12/22/1994
FORM NUMBER : 411
PARANET CORPORATION SERVICES, INC.
DOUGLAS W. JUNKER
3761 VENTURE DRIVE
SUITE 260
DULUTH, GA 30136
CERTIFICATE OF MERGER
I, MAX CLELAND, Secretary of State of the State of Georgia, do hereby issue
this certificate pursuant to Title 14 of the Official Code of Georgia Annotated
certifying that articles or a certificate of merger and fees have been filed
regarding the merger of the below entities, effective as of the date shown
above. Attached is a true and correct copy of said filing.
Surviving Entity:
ASSETCARE, INC., A GEORGIA CORPORATION
Nonsurviving Entity/Entities:
CBR COLLECTION SERVICES DIVISION, INC., A TEXAS CORPORATION
/s/Max Cleland
[SEAL] MAX CLELAND
SECRETARY OF STATE
/s/ Verley J. Spivey
VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
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CERTIFICATE OF MERGER OF
CBR COLLECTION SERVICES DIVISION, INC.
WITH AND INTO
ASSETCARE, INC.
The undersigned corporation, organized and existing under and by virtue
of the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. CBR Collection Services Division, Inc., a Texas corporation
("CBR"), is merging with and into AssetCare, Inc., a Georgia corporation
("AssetCare")(the "Merger"), and AssetCare will be the surviving corporation
following the Merger, using the name "AssetCare, Inc."
2. The Articles of Incorporation of AssetCare (the "Articles") will
continue after the Merger as the Articles of the surviving corporation.
3. The executed Agreement and Plan of Merger pursuant to which the
Merger is being consummated is on file at the principal place of business of
the surviving corporation. The address of the principal place of business of
the surviving corporation is AssetCare, Inc., 2700 Cumberland Parkway, Suite
300, Atlanta, Georgia 30339.
4. A copy of the Plan of Merger will be finished by the surviving
corporation, on request and without cost, to any stockholder of any corporation
that is a party to the Merger.
5. The Agreement and Plan of Merger did not require approval by the
shareholders of AssetCare or CBR pursuant to Section 14-2-1104 of the Code.
6. The effective date of the Merger is December 31, 1994.
IN WITNESS WHEREOF, AssetCare has caused its duly authorized officer to
execute and deliver this Certificate of Merger as of the 21st day of December,
1994.
ASSETCARE, INC.
By: /s/ Randolph Gibson
----------------------------------------
Title: Co-Chairman
-------------------------------------
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CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
CBR COLLECTION SERVICES DIVISION, INC. WITH AND INTO
ASSETCARE, INC.
The surviving corporation certifies that a Notice of Merger and a
publishing fee of $40.00 have been mailed or delivered to an authorized
newspaper, as required by O.C.G.A., Section 14-2-1105.1(b).
AssetCare, Inc.
By: /s/Pamela S. Topper
----------------------------------------
Pamela S. Topper
Vice President, General Counsel
and Secretary
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CERTIFICATE OF MERGER
OF
LEARNER-EUREKA, INC.
WITH AND INTO
ASSETCARE, INC.
The undersigned corporation, organized and existing under and by virtue
of the Georgia Business Corporation Code (the "Code"), DOES HEREBY CERTIFY:
1. Learner-Eureka, Inc., a California corporation ("LEI"), is merging
with and into AssetCare, Inc., a Georgia corporation ("AssetCare") (the
"Merger"), and AssetCare will be the surviving corporation following the
Merger, using the name "AssetCare, Inc."
2. The Articles of Incorporation of AssetCare (the "Articles") will
continue after the Merger as the Articles of the surviving corporation.
3. The executed Agreement and Plan of Merger pursuant to which the
Merger is being consummated is on file at the principal place of business of
the surviving corporation. The address of the principal place of business of
the surviving corporation is AssetCare, Inc., 2700 Cumberland Parkway, Suite
300, Atlanta, Georgia 30339.
4. A copy of the Plan of Merger will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any corporation
that is a party to the Merger.
5. The Agreement and Plan of Merger did not require approval by the
shareholders of AssetCare or LEI pursuant to Section 14-2-1104 of the Code.
IN WITNESS WHEREOF, AssetCare has caused its duly authorized officer to
execute and deliver this Certificate of Merger as of the 29th day of July, 1994.
ASSETCARE, INC.
By: /s/ Randolph Gibson
----------------------------------------
Title: Co-Chairman
-------------------------------------
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CERTIFICATE OF PUBLICATION OF CERTIFICATE OF MERGER OF
LEARNER-EUREKA, INC. WITH AND INTO
ASSETCARE, INC.
The surviving corporation certifies that a Notice of Merger and a
publishing fee of $40.00 have been mailed or delivered to an authorized
newspaper, as a required by O.C.G.A., Section 14-2-1105.1(b).
AssetCare, Inc.
By: /s/Pamela S. Topper
----------------------------------------
Pamela S. Topper
Vice President, General Counsel
and Secretary
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Secretary of State DOCKET NUMBER : 920490021
Business Services And Regulation CONTROL NUMBER : 9005383
Suite 315, West Tower EFFECTIVE DATE : 02/13/1992
2 Martin Luther King, Jr. Dr. REFERENCE : 0045
Atlanta, Georgia 30334-1530 PRINT DATE : 03/05/1992
FORM NUMBER : 111
MEDAPHIS CORPORATION
MICHELE SCOLLARD
2700 CUMBERLAND PKWY., STE. 300
ATLANTA, GEORGIA 30339
CERTIFICATE OF AMENDMENT
I, MAX CLELAND, Secretary of State and the Corporation Commissioner of the
State of Georgia, do hereby certify under the seal of my office that
ASSETCARE, INC.
a domestic profit corporation
has filed articles of amendment in the office of the Secretary of State and has
paid the required fees as provided by Title 14 of the Official Code of Georgia
Annotated. Attached hereto is a true and correct copy of said articles of
amendment.
WITNESS my hand and official seal in the City of Atlanta and the State of
Georgia on the date set forth above.
/s/Max Cleland
-----------------------------
MAX CLELAND
SECRETARY OF STATE
/s/VERLEY J. SPIVEY
-----------------------------
VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOTLINE
656-2894 656-3079 656-2817 404-656-2222
Outside Metro Atlanta
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ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
ASSETCARE, INC.
1.
The name of the Corporation is AssetCare, Inc.
2.
The amendment to the Corporation's Articles of Incorporation is to amend
Article 2 of the Articles of Incorporation so that Article 2 shall hereafter be
as follows:
"2.
The Corporation is authorized to issue 12,000 shares of stock, designated
as "Common Stock."
3.
Said amendment was adopted by the Board of Directors of the Corporation
as of February 10, 1992.
4.
Said amendment was duly adopted by the Board of Directors without
shareholder action in accordance with Code Section 14-2-1002(6) of the Georgia
Business Corporation Code.
IN WITNESS WHEREOF, AssetCare, Inc. has caused these Articles of
Amendment to be executed, its corporate seal to be affixed, and
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its seal and the execution hereof to be attested to by its duly authorized
officers, this 10th day of February, 1992.
ASSETCARE, INC.
By: /s/Dennis R. Byerly
----------------------------------------
Dennis R. Byerly
Chairman
[CORPORATE SEAL]
Attest:
By: /s/Pamela S. Topper
-------------------------------
Pamela S. Topper
Secretary
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Secretary of State TRANSACTION NUMBER: 91331066 (067)
Business Services And Regulation CONTROL NUMBER : 9005383
Suite 315, West Tower DATE INCORPORATED : 03/21/90
2 Martin Luther King, Jr. Dr. DATE AMENDED : 11/27/91
Atlanta, Georgia 30334-1530 EXAMINER : DONNA HYDE
TELEPHONE : 404-656-0624
REQUESTED BY:
MEDAPHIS PHYSICIAN SERVICES CORPORATION
MICHELE SCOLLARD
210 INTERSTATE NORTH, SUITE 601
ATLANTA, GEORGIA 30339
CERTIFICATE OF AMENDMENT
I, MAX CLELAND, Secretary of State and Corporations Commissioner of the
State of Georgia do hereby certify, under the seal of my office, that the
articles of incorporation of
- -------------------------------------------------------------------------------
"INTEGRATEC RECEIVABLE MANAGEMENT, INC."
- -------------------------------------------------------------------------------
have been duly amended under the laws of the State of Georgia, changing its
name to
- -------------------------------------------------------------------------------
"ASSETCARE, INC."
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by the filing of articles of amendment in the office of the Secretary of State
and the fees therefor paid, as provided by law, and that attached hereto is a
true and correct copy of said articles of amendment.
WITNESS, my hand and official seal, in the City of Atlanta and the State
of Georgia on the date set forth below.
DATE: NOVEMBER 27, 1991
FORM A3 (JULY 1989)
/s/Max Cleland
---------------------------------
MAX CLELAND
SECRETARY OF STATE
/s/Verley J. Spivey
---------------------------------
VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOT-LINE
656-2894 656-3079 656-2817 404-656-2222
Outside Metro Atlanta
12
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
INTEGRATEC RECEIVABLE MANAGEMENT, INC.
1.
The name of the Corporation is INTEGRATEC Receivable Management, Inc.
2.
The amendment to the Corporation's Article of Incorporation is to amend
Article 1 of the Articles of Incorporation so that Article 1 shall hereafter be
as follows:
"1.
The name of the Corporation is AssetCare, Inc."
3.
Said amendment was adopted by the Board of Directors of the Corporation
as of August 20, 1991.
4.
Said amendment was duly adopted by the Board of Directors without
shareholder action in accordance with Code Section 14-2-1002(6) of the Georgia
Business Corporation Code.
IN WITNESS WHEREOF, INTEGRATEC Receivable Management, Inc. has caused
these Articles of Amendment to be executed, its corporate
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seal to be affixed, and its seal and the execution hereof to be attested to by
its July authorized officers, this 27th day of November, 1991.
INTEGRATEC RECEIVABLE
MANAGEMENT, INC.
By: /s/Dennis R. Byerly
----------------------------------------
Dennis R. Byerly
Chairman
[CORPORATE SEAL]
Attest:
By: /s/Bruce B. Cox
-------------------------------
Bruce B. Cox
Assistant Secretary
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Secretary of State FORM NUMBER : NR
Business Services And Regulation CERTIFICATE DATE : 10/22/91
Suite 315, West Tower DOCKET NUMBER : 93290048
2 Martin Luther King, Jr. Dr. EXAMINER : STACEY GILLEY
Atlanta, Georgia 30334-1530 TELEPHONE : 404-656-3173
REQUESTED BY:
MICHELLE SCOLLARD/ARTRAC CORP.
5990 OAKBROOK PKWY.
NORCROSS, GA 30093
NAME RESERVATION CERTIFICATE
THE RECORDS OF THE SECRETARY OF STATE HAVE BEEN REVIEWED AND THE
FOLLOWING NAME IS NOT IDENTICAL TO, AND APPEARS TO BE DISTINGUISHABLE FROM, THE
NAME OF ANY OTHER EXISTING CORPORATION PROFESSIONAL ASSOCIATION, OR LIMITED
PARTNERSHIP ON FILE PURSUANT TO THE APPLICABLE PROVISIONS OF GEORGIA LAW.
(TITLE 14 OF THE OFFICIAL CODE OF GEORGIA ANNOTATED).
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"ASSETCARE, INC."
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THIS CERTIFICATE SHALL BE VALID FOR A NONRENEWABLE PERIOD OF NINETY (90)
DAYS FOR PROFIT AND NONPROFIT CORPORATIONS, PROFESSIONAL ASSOCIATIONS (DP, FP,
DM, FM,& PA), OR LIMITED PARTNERSHIPS (7D OR 7F), FROM THE DATE OF THIS
CERTIFICATE. PLEASE SUBMIT THE ORIGINAL CERTIFICATE (WHITE COPY) WITH THE
ARTICLES OF INCORPORATION, CERTIFICATE OF LIMITED PARTNERSHIP, APPLICATION FOR
PROFESSIONAL ASSOCIATION OR CERTIFICATE OF AUTHORITY TO TRANSACT BUSINESS.
NAME RESERVATIONS ARE NOT RENEWABLE AFTER EXPIRATION OF THE STATUTORY
RESERVATION PERIOD SET OUT ABOVE.
/s/ Max Cleland
-----------------------------------
MAX CLELAND
SECRETARY OF STATE
/s/ Verley J. Spivey
-----------------------------------
[SEAL] VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOT-LINE
656-2894 656-3079 656-2817 404-656-2222
Outside Metro Atlanta
15
Secretary of State TRANSACTION NUMBER: 90333391(392)
Business Services And Regulation CHARTER NUMBER : 9005383
Suite 315, West Tower DATE INCORPORATED : 03/21/90
2 Martin Luther King, Jr. Dr. EFFECTIVE DATE : 11/27/90
Atlanta, Georgia 30334-1530 EXAMINER : DONNA HYDE
TELEPHONE : 404-656-0624
REQUESTED BY:
CT CORPORATION SYSTEM
KATHY SLAYMAN
2 PEACHTREE STREET, NW
ATLANTA, GEORGIA 30383
CERTIFICATE OF MERGER
I, MAX CLELAND, Secretary of State and the Corporations Commissioner of the
State of Georgia do hereby certify, under the seal of my office, that articles
of merger have been duly filed on the effective date set forth above, merging
- -------------------------------------------------------------------------------
"CREDIT UNION PROCESSING SYSTEMS, INC.," a Georgia corporation
with and into
"INTEGRATEC RECEIVABLE MANAGEMENT, INC.," a Georgia corporation
- -------------------------------------------------------------------------------
and the fees therefor paid as provided by law, and that attached hereto is a
true and correct copy of said articles of merger.
WITNESS, my hand and official seal, in the City of Atlanta and the State
of Georgia on the date set forth below.
DATE: NOVEMBER 29, 1990
FORM A6 (JULY 1989)
/s/ Max Cleland
-----------------------------------
MAX CLELAND
SECRETARY OF STATE
/s/ Verley J. Spivey
-----------------------------------
[SEAL] VERLEY J. SPIVEY
DEPUTY SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOT-LINE
656-2894 656-3079 656-2817 404-656-2222
Outside Metro Atlanta
16
ARTICLES OF MERGER
OF
INTEGRATEC RECEIVABLE MANAGEMENT, INC.
AND
CREDIT UNION PROCESSING SYSTEMS, INC.
INTO
INTEGRATEC RECEIVABLE MANAGEMENT, INC.
Pursuant to the provisions of Section 14-2-1105 of the Official Code of
Georgia Annotated, the undersigned corporations adopt the following articles of
merger:
1. The plan of merger is set forth as Exhibit A.
2. As to Credit Union Processing Systems, the plan was duly approved
by the shareholders on September 29, 1990.
As to Integratec Receivable Management, the plan was duly approved
by the shareholders on September 29, 1990.
3. The surviving corporation certifies that a Notice of Merger and a
publishing fee of $40.00 have been mailed or delivered to an authorized
newspaper, as required by law.
INTEGRATEC RECEIVABLE MANAGEMENT, INC.
/s/James F. Richards
- -------------------------------------
JAMES F. RICHARDS - PRESIDENT
/s/James J. Thorpe
- -------------------------------------
JAMES J. THORPE - SECRETARY
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EXHIBIT "A"
AGREEMENT AND PLAN OF MERGER
INTEGRATEC RECEIVABLE MANAGEMENT, INC.
AND
CREDIT UNION PROCESSING SYSTEMS, INC.
This Agreement and Plan of Merger made and entered into this 28th day of
September, 1990 hereinafter referred to as the "Agreement") by and between
INTEGRATEC RECEIVABLE MANAGEMENT, INC., a Georgia corporation, and CREDIT UNION
PROCESSING SYSTEMS, INC., a Georgia corporation, (said corporations being
hereinafter sometimes referred to as the "Constituent Corporations"):
W I T N E S S E T H:
WHEREAS, INTEGRATEC RECEIVABLE MANAGEMENT, INC. is a corporation duly
organized and validly existing under the laws of the State of Georgia; and
WHEREAS, CREDIT UNION PROCESSING SYSTEMS, INC. is a corporation duly
organized and validly existing under the laws of the State of Georgia; and
WHEREAS, The Boards of Directors of each of said corporations deem it
advisable and for the benefit of each of said corporations and their respective
shareholders that CREDIT UNION PROCESSING SYSTEMS, INC. merge itself into
INTEGRATEC RECEIVABLE MANAGEMENT, INC.
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NOW, THEREFORE, for and in consideration of the premises and of the
mutual agreements, promises and covenants hereinafter contained, it is hereby
agreed by and between the parties hereto subject to the approval and adoption of
this Agreement by the respective shareholders of each of the constituent
Corporations, and subject to the conditions hereafter set forth, that CREDIT
UNION PROCESSING, INC. be merged into INTEGRATEC RECEIVABLE MANAGEMENT, INC.
(hereinafter sometimes referred to as the "Surviving Corporation"), the
corporate existence of which shall be continued under the same name and
thereafter the individual existence of CREDIT UNION PROCESSING, INC. shall
cease. The terms and conditions of the merger hereby agreed upon and the mode
of carrying the same into effect and the manner of converting the shares of
CREDIT UNION PROCESSING, INC. into securities of the Surviving Corporation are
and shall be as follows:
1.
The acts and things required to be done by the Georgia Business
Corporation Code (the "Code") in order to make this Agreement effective,
including the submission of this Agreement to the shareholders of both of the
Constituent Corporations and the filing of the Articles of Merger in the
manner provided for the Code, shall be attended to and done by the proper
officers of the Constituent Corporations as soon as practicable.
2.
The merger herein contemplated shall be effective upon filing the
Articles of Merger with the Secretary of State.
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3.
The articles of Incorporation of INTEGRATEC RECEIVABLE MANAGEMENT, INC.
shall on the Effective date be the Articles of Incorporation of the Surviving
Corporation.
4.
Until altered, amended, or repealed as therein provided, the By-Laws of
INTEGRATEC RECEIVABLE MANAGEMENT, INC. as in effect on the Effective Date
shall be the By-Laws of the Surviving Corporation.
5.
Upon the merger contemplated herein becoming effective, the directors of
the Surviving Corporation shall be as follows:
A. Wayne Johnson
John H. Gilbride
James F. Burns, Jr.
These persons shall hold office until the next annual meeting of the
shareholders of the Surviving Corporation and until their respective successors
are elected in accordance with the By-Laws of the Surviving Corporation. If on
the Effective Date any vacancy shall exist on the Board of Directors of the
Surviving Corporation, the vacancy shall be filled in the manner specified in
the By-Laws of the Surviving Corporation.
6.
(a) Upon the Effective Date of the merger:
(i) Each share of the Common Stock of INTEGRATEC RECEIVABLE MANAGEMENT,
INC., issued and outstanding immediately prior to the Effective Date shall
continue unchanged and shall continue to evidence the same number of shares of
Common Stock of the Surviving Corporation.
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(ii) Each share of the Common Stock of CREDIT UNION PROCESSING SYSTEMS,
INC. shall be converted into One One Thousandth (1/1000) of one share of the
Common Stock of the Surviving Corporation.
(b) From and after the Effective Date, each holder of any of the shares
to be converted as above provided shall be entitled, upon presentation and
surrender to the Surviving Corporation of the certificates representing such
shares, to receive in exchange therefor certificates representing the number of
shares (including fractional shares) of the stock of the Surviving Corporation
into which such shares shall have been converted. The surrendered shares shall
be canceled. Until so surrendered, each outstanding certificate which prior to
the Effective Date of the merger represented common stock of CREDIT UNION
PROCESSING SYSTEMS, INC. shall be deemed for all corporate purposes to evidence
ownership of the number of common shares of the Surviving Corporation into
which the same shall have been converted.
7.
Upon the Effective Date, the separate existence of CREDIT UNION
PROCESSING SYSTEMS, INC. shall cease, and in accordance with the terms of this
Agreement, the Surviving Corporation shall possess all the rights, privileges,
immunities and franchises, of public as and of a private nature, of each of the
Constituent Corporations; and all property, real, personal and mixed, and all
debts due on whatever account, including subscriptions to shares, and all other
chooses in action and all every other interest of or belonging to or due to each
of such corporations shall be taken and deemed to be transferred to and vested
in the Surviving Corporation without further act or deed; and all property,
rights and privileges, powers
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and franchises and all and every other interest shall be thereafter as
effectually the property of the Surviving Corporation as they were of the
respective Constituent Corporations, and the title to any real estate, whether
by deed or otherwise, vested in either of said corporations, shall not revert
or be in any way impaired by reason of this merger. The Surviving Corporation
shall thenceforth be reasonable and liable for all the liabilities and
obligations of the Constituent Corporations, and any claim existing or action
or proceeding pending by or against either of said Constituent Corporations may
be prosecuted as if the merger had not taken place, or the Surviving
Corporation may be substituted in its place. Neither the rights of creditors
nor any liens upon the property of either of the Constituent Corporations shall
be impaired by the merger.
8.
If at any time the Surviving Corporation shall consider or be advised that
any further assignments or assurances in law or any things are necessary or
desirable to vest in said corporation, according to the terms hereof, the title
to any property or rights of CREDIT UNION PROCESSING SYSTEMS, INC., the proper
officers and directors of CREDIT UNION PROCESSING SYSTEMS, INC. shall and will
execute and make all such proper assignments and assurances and do all things
necessary or proper to vest title in such property or rights in the Surviving
Corporation, and otherwise to carry out the purposes of this Agreement.
9.
From the date of this Agreement until the Effective Date or until the
abandonment of the merger pursuant to the provisions hereof:
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(a) CREDIT UNION PROCESSING SYSTEMS, INC. and INTEGRATEC RECEIVABLE
MANAGEMENT, INC. shall continue to conduct their respective businesses in the
ordinary course and neither CREDIT UNION PROCESSING SYSTEMS, INC., nor
INTEGRATEC RECEIVABLE MANAGEMENT, INC. shall, without the prior written consent
of the other, engage in any transaction or incur any obligation except in the
ordinary course of business or as otherwise authorized by this Agreement.
Without limiting the foregoing, neither CREDIT UNION PROCESSING SYSTEMS, INC.
nor INTEGRATEC RECEIVABLE MANAGEMENT, INC. shall during the foregoing period,
without the prior consent of the other:
(i) amend its Articles of Incorporation, except as may be necessary to
carry out this Agreement or as required by law.
(ii) borrow any money, other than short term borrowings in the ordinary
course of business.
(iii) issue, sell, encumber or otherwise dispose of any shares of its
capital stock.
(iv) declare, authorize or pay any dividend on, make any distribution in
respect of, redeem or acquire for value any shares of its capital stock,
directly or indirectly.
(v) sell, lease or otherwise dispose of any part of its property or
assets, except in the ordinary course of business; enter into any new plans or
agreements for the benefit of officers or employees or increase the benefits
under any existing such plan.
(vi) make any purchase of real estate, personal property, merchandise or
securities, except in the ordinary course of business.
(b) CREDIT UNION PROCESSING SYSTEMS, INC. and INTEGRATEC
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RECEIVABLE MANAGEMENT, INC. shall each make available for examination by the
other as requested, in addition to its financial statements, any inventory and
other detailed records in support of such statements, records of important
contracts, commitments, leases, licensing agreements, deeds, title insurance
policies, patents, trademarks, and other evidence of interest or ownership in
property; details and status of the various funds, plans, profit sharing and
deferred compensation agreements, if any, stock option plans and other
provisions of either party for the benefit of its officers and employees,
income tax returns, audit material and related data, information concerning
claims, litigation threatened or pending, and all other information relevant to
their respective businesses and to the merger herein contemplated.
(c) With respect to all leases and other interests or instruments under
which either CREDIT UNION PROCESSING SYSTEMS, INC. or INTEGRATEC RECEIVABLE
MANAGEMENT, INC. is obligated to obtain a consent prior to the merger herein
contemplated in order to comply with the conditions thereof or to invest its
interest therein in the Surviving Corporation, CREDIT UNION PROCESSING SYSTEMS,
INC. or INTEGRATEC RECEIVABLE MANAGEMENT, INC., respectively, will exercise all
reasonable efforts to obtain such consent.
10.
CREDIT UNION PROCESSING SYSTEMS, INC. represents and warrants to
INTEGRATEC RECEIVABLE MANAGEMENT, INC. as follows:
(a) CREDIT UNION PROCESSING SYSTEMS, INC. is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Georgia, has full corporate power to carry on its business as it is now
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being conducted and to own and operate the properties and assets now owned or
operated by it and is duly qualified to do business and is in good standing in
each jurisdiction where the conduct of its business or the ownership of its
property requires such qualification.
(b) All of the outstanding shares of CREDIT UNION PROCESSING SYSTEMS,
INC. are validly issued, fully paid and non-assessable.
(c) CREDIT UNION PROCESSING SYSTEMS, INC. has authorized capital stock of
one thousand (1,000) shares and has one thousand (1,000) outstanding shares.
(d) All federal, state and other tax returns and reports that are
required by law to be filed by CREDIT UNION PROCESSING SYSTEMS, INC. have been
duly filed and all taxes, assessments, fees and other governmental charges
shown to be due on said returns and reports have been paid.
(e) There is no suit, action or litigation, administrative, arbitration
or other proceedings, or any change in the zoning or building ordinances
affecting the real property, or leasehold interest of CREDIT UNION PROCESSING
SYSTEMS, INC. pending or (to the knowledge of the management of CREDIT UNION
PROCESSING SYSTEMS, INC.) threatened, which might materially and adversely
affect the overall financial condition, business or property of CREDIT UNION
PROCESSING SYSTEMS, INC. CREDIT UNION PROCESSING SYSTEMS, INC. has complied
with and is not in default in any material respect under any laws, ordinances,
requirements, regulations or orders applicable to its business.
(f) The execution of this Agreement has been duly authorized by the Board
of Directors of CREDIT UNION PROCESSING SYSTEMS, INC. and no further corporate
action is necessary for the execution hereof. Neither the
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25
execution and delivery of this Agreement, nor the consummation of the
transaction provided for herein, will violate any material agreement to which
CREDIT UNION PROCESSING SYSTEMS, INC. or any law, order or decree.
11.
INTEGRATEC RECEIVABLE MANAGEMENT, INC. represents and warrants to CREDIT
UNION PROCESSING SYSTEMS, INC. as follows:
(a) INTEGRATEC RECEIVABLE MANAGEMENT, INC. is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Georgia, has full corporate power to carry on its business as it is now being
conducted and to own and operate the properties and assets now owned or
operated by it and is duly qualified to do business and is in good standing in
each jurisdiction where the conduct of its business or the ownership of its
property requires such qualification.
(b) All of the outstanding shares of INTEGRATEC RECEIVABLE MANAGEMENT,
INC. are validly issued, fully paid and non-assessable.
(c) INTEGRATEC RECEIVABLE MANAGEMENT, INC. has authorized capital stock
of ten thousand (10,000) shares and has nine thousand nine hundred and ninety
eight (9,998) outstanding shares.
(d) All federal, state, and other tax returns and reports that are
required by law to be filed by INTEGRATEC RECEIVABLE MANAGEMENT, INC. have been
duly filed and all taxes, assessments, fees and other governmental charges
shown to be due on said returns and reports have been paid.
(e) There is no suit, action or litigation, administrative, arbitration
or other proceedings, or any change in the zoning or building ordinances
affecting the real property, or leasehold interest of
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26
INTEGRATEC RECEIVABLE MANAGEMENT, INC. pending or (to the knowledge of the
management of INTEGRATEC RECEIVABLE MANAGEMENT, INC.) threatened, which might
materially and adversely affect the overall financial condition, business or
property of INTEGRATEC RECEIVABLE MANAGEMENT, INC. INTEGRATEC RECEIVABLE
MANAGEMENT, INC. has complied with and is not in default in any material respect
under any laws, ordinances, requirements, regulations or orders applicable to
its business.
(f) The execution of this Agreement has been duly authorized by the Board
of Directors of INTEGRATEC RECEIVABLE MANAGEMENT, INC. and no further corporate
action is necessary for the execution hereof. Neither the execution and
delivery of this Agreement, nor the consummation of the transaction provided for
herein, will violate any material agreement to which INTEGRATEC RECEIVABLE
MANAGEMENT, INC. is a party or by which it is bound or any provisions of the
Articles of Incorporation or By-Laws of INTEGRATEC RECEIVABLE MANAGEMENT, INC.
or any law, order or decree.
12.
If the merger contemplated hereby becomes effective, all expenses incurred
hereunder shall be borne by the Surviving Corporation. If, for any reason other
than breach of the covenants of the parties set forth herein, the merger shall
not become effective or shall be abandoned, then each of the Constituent
Corporations shall bear its own expenses, separately incurred in connection
herewith, with no liability to the other party hereto, and each shall pay
one-half of the expenses incurred by them jointly.
13.
Each of the Constituent Corporations represents to the other that it
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27
has not incurred and will not incur any liability for brokerage fees or agent's
commissions in connection with the Agreement and the merger contemplated hereby.
14.
The warranties and representations of the Constituent Corporations
contained in paragraphs 9 and 10 of this Agreement shall survive the Effective
Date.
15.
At any time before or after approval and adoption by the respective
shareholders of the Constituent Corporations, this Agreement may be modified in
matter of form, or supplemented by additional agreements, articles or
certificates, as may be mutually determined by the Board of Directors of the
Constituent Corporations to be necessary, desirable or expedient to clarify the
intention of the parties hereto or to effect or facilitate the filing, recording
or official approval of this Agreement and the consummation of the merger herein
contemplated, in accordance with the purpose and intent of this Agreement.
IN WITNESS WHEREOF, INTEGRATEC RECEIVABLE MANAGEMENT, INC. and CREDIT UNION
PROCESSING SYSTEMS, INC. have each caused this Agreement and Plan of Merger to
be executed on their respective behalf and their respective corporate seals
affixed and the foregoing attested, all by their respective duly authorized
officers on the 28th day of September, 1990.
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28
INTEGRATEC RECEIVABLE MANAGEMENT, INC.
By: /s/ James F. Richards
----------------------------------
James F. Richards, President
ATTEST:
/s/ James J. Thorpe
- ------------------------
James J. Thorpe, Secretary
[CORPORATE SEAL]
CREDIT UNION PROCESSING SYSTEMS, INC.
By: /s/ James F. Burns
----------------------------------
James F. Burns
ATTEST:
/s/ James F. Burns
- -----------------------
James F. Burns
[CORPORATE SEAL]
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29
Secretary of State TRANSACTION NUMBER : 90331187 (188)
Business Services And Regulation CHARTER NUMBER : 9005383
Suite 315, West Tower DATE INCORPORATED : 03/21/90
2 Martin Luther King, Jr., Dr. EFFECTIVE DATE : 11/27/90
Atlanta, Georgia 30334-1530 EXAMINER : DONNA HYDE
TELEPHONE : 404 656-0624
REQUESTED BY:
CT CORPORATION SYSTEM
MICHELLE FEIGENBUAM
2 PEACHTREE STREET, NW
ATLANTA, GEORGIA 30383
CERTIFICATE OF MERGER
I, MAX CLELAND, Secretary of State and the Corporations Commissioner of
the State of Georgia do hereby certify, under the seal of my office, that
articles of merger have been duly filed on the effective date set forth above,
merging
"CREDITORS MERCANTILE, INC.", a Georgia corporation
with and into
"INTEGRATEC RECEIVABLE MANAGEMENT, INC.", a Georgia Corporation
and the fees paid as provided by law, and that attached hereto is a true and
correct copy of said articles of merger.
WITNESS, my hand and official seal, in the City of Atlanta and the State
of Georgia on the date set forth below.
DATE: NOVEMBER 27, 1990
FORM AC (JULY 1989)
[SEAL] /s/ MAX CLELAND
--------------------
MAX CLELAND
SECRETARY OF STATE
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOT-LINE
656-2894 656-3079 656-2817 404-656-2222
Outside Metro Atlanta
30
ARTICLES OF MERGER
of
INTEGRATEC RECEIVABLE MANAGEMENT, INC.
and
CREDITORS MERCANTILE, INC.
into
INTEGRATEC RECEIVABLE MANAGEMENT, INC.
Pursuant to the provisions of Section 14-2-1105 of the Official Code of
Georgia Annotated, the undersigned corporations adopt the following articles of
merger:
1. The plan of merger is set forth as Exhibit A.
2. As to Creditors Mercantile, Inc., the plan was duly approved by the
shareholders on September 29, 1990.
As to Integratec Receivable Management, the plan was duly approved
by the shareholders on September 29, 1990.
3. The surviving corporation certifies that a Notice of Merger and a
publishing fee of $40.00 have been mailed or delivered to an authorized
newspaper, as required by law.
INTEGRATEC RECEIVABLE MANAGEMENT, INC.
/s/ James F. Richards
- ------------------------------
JAMES F. RICHARDS - PRESIDENT
/s/ James J. Thorpe
- ------------------------------
JAMES J. THORPE - SECRETARY
31
EXHIBIT "A"
AGREEMENT AND PLAN OF MERGER
INTEGRATEC RECEIVABLE MANAGEMENT, INC.
AND
CREDITORS MERCANTILE, INC.
This Agreement and Plan of Merger made and entered into this 28th day of
September, 1990 (hereinafter referred to as the "Agreement") by and between
INTEGRATEC RECEIVABLE MANAGEMENT, INC., a Georgia corporation, and CREDITORS
MERCANTILE, INC., a Georgia corporation (said corporations being hereinafter
sometimes referred to as the "Constituent Corporations"):
WITNESSETH:
WHEREAS, INTEGRATEC RECEIVABLE MANAGEMENT, INC. is a corporation duly
organized and validly existing under the laws of the State of Georgia; and
WHEREAS CREDITORS MERCANTILE, INC. is a corporation duly organized and
validly existing under the laws of the State of Georgia; and
WHEREAS, the Boards of Directors of each of said corporations deem it
advisable and for the benefit of each of said corporations and their respective
shareholders that CREDITORS MERCANTILE, INC. merge itself into INTEGRATEC
RECEIVABLE MANAGEMENT, INC.
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32
NOW, THEREFORE, for and in consideration of the premises and of the mutual
agreements, promises and covenants hereinafter contained, it is hereby agreed
by and between the parties hereto subject to the approval and adoption of this
Agreement by the respective shareholders of each of the constituent
Corporations, and subject to the conditions hereafter set forth, that CREDITORS
MERCANTILE, INC. be merged into INTEGRATEC RECEIVABLE MANAGEMENT, INC.
(hereinafter sometimes referred to as the "Surviving Corporation"), the
corporate existence of which shall be continued under the same name and
thereafter the individual existence of CREDITORS MERCANTILE, INC. shall cease.
The terms and conditions of the merger hereby agreed upon and the mode of
carrying the same into effect and the manner of converting the shares of
CREDITORS MERCANTILE, INC. into securities of the Surviving Corporation are and
shall be as follows:
1.
The acts and things required to be done by the Georgia Business
Corporation Code (the "Code") in order to make this Agreement effective,
including the submission of this Agreement to the shareholders of both of the
Constituent Corporations and the filing of the Articles of Merger in the manner
provided for the Code, shall be attended to and done by the proper officers of
the Constituent Corporations as soon as practicable.
2.
The merger herein contemplated shall be effective upon filing the Articles
of Merger with the Secretary of State.
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33
3.
The articles of Incorporation of INTEGRATEC RECEIVABLE MANAGEMENT, INC.
shall on the Effective date be the Articles of Incorporation of the Surviving
Corporation.
4.
Until altered, amended, or repealed as therein provided, the By-Laws of
INTEGRATEC RECEIVABLE MANAGEMENT, INC. as in effect on the Effective Date
shall be the By-Laws of the surviving Corporation.
5.
Upon the merger contemplated herein becoming effective, the directors of
the Surviving Corporation shall be as follows:
A. Wayne Johnson
John H. Gilbride
James F. Burns, Jr.
These persons shall hold office until the next annual meeting of the
shareholders of the Surviving Corporation and until their respective successors
are elected in accordance with the By-laws of the Surviving Corporation. If on
the Effective Date any vacancy shall exist on the Board of Directors of the
Surviving Corporation, the vacancy shall be filled in the manner specified in
the By-Laws of the Surviving Corporation.
6.
(a) Upon the Effective Date of the merger:
(i) Each share of the Common Stock of INTEGRATEC RECEIVABLE MANAGEMENT,
INC., issued and outstanding immediately prior to the Effective Date shall
continue unchanged and shall continue to evidence the same number of shares of
Common Stock of the Surviving Corporation.
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34
(ii) Each share of the Common Stock of CREDITORS MERCANTILE, INC. shall be
converted into One One Thousandth (1/1000) of one share of the Common Stock of
the Surviving Corporation.
(b) From and after the Effective Date, each holder of any of the shares
to be converted as above provided shall be entitled, upon presentation and
surrender to the Surviving Corporation of the certificates representing such
shares, to receive in exchange therefor certificates representing the number of
shares (including fractional shares) of the stock of the Surviving Corporation
into which such shares shall have been converted. The surrendered shares shall
be canceled. Until so surrendered each outstanding certificate which prior to
the Effective Date of the merger represented common stock of CREDITORS
MERCANTILE, INC. shall be deemed for all corporate purposes to evidence
ownership of the number of common shares of the Surviving Corporation into
which the same shall have been converted.
7.
Upon the Effective Date, the Separate existence of CREDITORS MERCANTILE,
INC. shall cease, and in accordance with the terms of this Agreement, the
Surviving Corporation shall possess all the rights, privileges, immunities
or franchises, of public as and of a private nature, of each of the Constituent
Corporations; and all property, real, personal and mixed, and all debts due on
whatever account, including subscriptions to shares, and all other chooses in
action and all every other interest of or belonging to or due to each of such
corporations shall be taken and deemed to be transferred to and vested in the
Surviving Corporation without further act or deed; and all property, rights and
privileges, powers
-4-
35
and franchises and all and every other interest shall be thereafter as
effectually the property of the Surviving Corporation as they were of the
respective Constituent Corporations, and the title to any real estate, whether
by deed or otherwise, vested in either of said corporations, shall not revert
or be in any way impaired by reason of this merger. The Surviving Corporation
shall thenceforth be reasonable and liable for all the liabilities and
obligations of the Constituent Corporations, and any claim existing or action
or proceeding pending by or against either of said Constituent Corporations may
be prosecuted as if the merger had not taken place, or the Surviving
Corporations may be substituted in its place. Neither the rights of creditors
nor any liens upon the property of either of the Constituent Corporations
shall be impaired by the merger.
8.
If at any time the Surviving Corporation shall consider or be advised that
any further assignments or assurances in law or any things are necessary or
desirable to vest in said corporation, according to the terms hereof, the title
to any property or rights of CREDITORS MERCANTILE, INC., the proper officers
and directors of CREDITORS MERCANTILE, INC. shall and will execute and make all
such proper assignments and assurances and do all things necessary or proper to
vest title in such property or rights in the Surviving Corporation, and
otherwise to carry out the purposes of this Agreement.
9.
From the date of this Agreement until the Effective Date or until the
abandonment of the merger pursuant to the provisions hereof:
-5-
36
(a) CREDITORS MERCANTILE, INC. and INTERGRATEC RECEIVABLE MANAGEMENT, INC.
shall continue to conduct their respective businesses in the ordinary course
and neither CREDITORS MERCANTILE, INC., nor INTERGRATEC RECEIVABLE MANAGEMENT,
INC. shall, without the prior written consent of the other, engage in any
transaction or incur any obligation except in the ordinary course of business or
as otherwise authorized by this Agreement. Without limiting the foregoing,
neither CREDITORS MERCANTILE, INC. nor INTERGRATEC RECEIVABLE MANAGEMENT, INC.
shall during the foregoing period, without the prior consent of the other:
(i) amend its Articles of Incorporation, except as may be necessary to
carry out this Agreement or as required by law;
(ii) borrow any money, other than short term borrowings in the ordinary
course of business
(ii) issue, sell, encumber or otherwise dispose of any shares of its
capital stock
(iv) declare, authorize or pay any dividend on, make any distribution in
respect of, redeem or acquire for value any shares of its capital stock,
directly or indirectly
(v) sell, lease or otherwise dispose of any part of its property or
assets, except in the ordinary course of business; enter into any new plans
or agreements for the benefit of officers or employees or increase the benefits
under any existing such plan
(vi) make any purchase of real estate, personal property, merchandise or
securities, except in the ordinary course of business
(b) CREDITORS MERCANTILE, INC and INTERGRATEC RECEIVABLE MANAGEMENT, INC.
shall each make available for examination by the other as
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37
requested, in addition to its financial statements, any inventory and other
detailed records in support of such statements, records of important contracts,
commitments, leases, licensing agreements, deeds, title insurance policies,
patents, trademarks, and other evidence of interest or ownership in property;
details and status of the various funds, plans, profit sharing and deferred
compensation agreements, if any, stock option plans and other provisions of
either party for the benefit of its officers and employees, income tax returns,
audit material and related data, information concerning claims, litigation
threatened or pending, and all other information relevant to their respective
businesses and to the merger herein contemplated.
(c) With respect to all leases and other interests or instruments under
which either CREDITORS MERCANTILE, INC. or INTEGRATEC RECEIVABLE MANAGEMENT,
INC. is obligated to obtain a consent prior to the merger herein contemplated
in order to comply with the conditions thereof or to invest its interest therein
in the Surviving Corporation, CREDITORS MERCANTILE, INC. or INTEGRATEC
RECEIVABLE MANAGEMENT, INC., respectively, will exercise all reasonable efforts
to obtain such consent.
10.
CREDITORS MERCANTILE, INC. represents and warrants to INTEGRATEC
RECEIVABLE MANAGEMENT, INC. as follows:
(a) CREDITORS MERCANTILE, INC. is a corporation duly organized, validly
existing and in good standing under the laws of the State of Georgia, has full
corporate power to carry on its business as it is now being conducted and to
own and operate the properties and assets now owned or operated by it and is
duly qualified to do business and is in good
-7-
38
standing in each jurisdiction where the conduct of its business or the ownership
of its property requires such qualification.
(b) All of the outstanding shares of CREDITORS MERCANTILE, INC. are
validly issued, fully paid and non-assessable.
(c) CREDITORS MERCANTILE, INC. has authorized capital stock of one
thousand (1,000) shares and has one thousand (1,000) outstanding shares.
(d) All federal, state and other tax returns and reports that are required
by law to be filed by CREDITORS MERCANTILE, INC. have been duly filed and all
taxes, assessments, fees and other governmental charges shown to be due on said
returns and reports have been paid.
(e) There is no suit, action or litigation, administrative, arbitration or
other proceedings, or any change in the zoning or building ordinances affecting
the real property, or leasehold interest of CREDITORS MERCANTILE, INC. pending
or (to the knowledge of the management of CREDITORS MERCANTILE, INC.)
threatened, which might materially and adversely effect the overall financial
condition, business or property of CREDITORS MERCANTILE, INC. CREDITORS
MERCANTILE, INC. has complied with and is not in default in any material respect
under any laws, ordinances, requirements, regulations or orders applicable to
its business.
(f) The execution of this Agreement has been duly authorized by the Board
of Directors of CREDITORS MERCANTILE, INC. and no further corporate action is
necessary for the execution hereof. Neither the execution and delivery of the
Agreement, nor the consummation of the transaction provided for herein, will
violate any material agreement to which CREDITORS MERCANTILE, INC. or any law,
order or decree.
-8-
39
11.
INTEGRATEC RECEIVABLE MANAGEMENT, INC. represents and warrants to
CREDITORS MERCANTILE, INC. as follows:
(a) INTEGRATEC RECEIVABLE MANAGEMENT, INC. is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Georgia, has full corporate power to carry on its business as it is now being
conducted and to own and operate the properties and assets now owned or
operated by it and is duly qualified to do business and is in good standing in
each jurisdiction where the conduct of its business or the ownership of its
property requires such qualification.
(b) All of the outstanding shares of INTEGRATEC RECEIVABLE MANAGEMENT,
INC. are validly issued, fully paid and non-assessable.
(c) INTEGRATEC RECEIVABLE MANAGEMENT, INC. has authorized capital stock
of ten thousand (10,000) shares and has nine thousand nine hundred and ninety
eight (9,998) outstanding shares.
(d) All federal, state, and other tax returns and reports that are
required by law to be filed by INTEGRATEC RECEIVABLE MANAGEMENT, INC. have been
duly filed and all taxes, assessments, fees and other governmental charges
shown to be due on said returns and reports have been paid.
(e) There is no suit, action or litigation, administrative, arbitration or
other proceedings, or any change in the zoning or building ordinances affecting
the real property, or leasehold interest of INTEGRATEC RECEIVABLE MANAGEMENT,
INC. pending or (to the knowledge of the management of INTEGRATEC RECEIVABLE
MANAGEMENT, INC.) threatened, which might materially and adversely affect the
overall financial condition, business or property of INTEGRATEC RECEIVABLE
MANAGEMENT, INC.
-9-
40
INTEGRATEC RECEIVABLE MANAGEMENT, INC. has complied with and is not in default
in any material respect under any laws, ordinances, requirements, regulations
or orders applicable to its business.
(f) The execution of this Agreement has been duly authorized by the Board
of Directors of INTEGRATEC RECEIVABLE MANAGEMENT, INC. and no further corporate
action is necessary for the execution hereof. Neither the execution and
delivery of this Agreement, nor the consummation of the transaction provided
for herein, will violate any material agreement to which INTEGRATEC RECEIVABLE
MANAGEMENT, INC. is a party or by which it is bound or any provisions of the
Articles of Incorporation or By-Laws of INTEGRATEC RECEIVABLE MANAGEMENT, INC.
or any law, order or decree.
12.
If the merger contemplated hereby becomes effective, all expenses incurred
hereunder shall be borne by the Surviving Corporation. If, for any reason other
than breach of the covenants of the parties set forth herein, the merger shall
not become effective or shall be abandoned, then each of the Constituent
Corporations shall bear its own expenses, separately incurred in connection
herewith, with no liability to the other party hereto, and each shall pay
one-half of the expenses incurred by them jointly.
13.
Each of the Constituent Corporations represents to the other that it has
not incurred and will not incur any liability for brokerage fees or agent's
commissions in connection with the Agreement and the merger contemplated
hereby.
-10-
41
14.
The warranties and representations of the Constituent Corporations
contained in paragraphs 9 and 10 of this Agreement shall survive the Effective
Date.
15.
At any time before or after approval and adoption by the respective
shareholders of the Constituent Corporations, this Agreement may be modified in
matter of form, or supplemented by additional agreements, articles or
certificates, as may be mutually determined by the Board of Directors of the
Constituent Corporations to be necessary, desirable or expedient to clarify the
intention of the parties hereto or to effect to or facilitate the filing,
recording or official approval of the Agreement and the consummation of the
merger herein contemplated, in accordance with the purpose and intent of this
Agreement.
IN WITNESS WHEREOF, INTEGRATEC RECEIVABLE MANAGEMENT, INC. and CREDITORS
MERCANTILE, INC. have each caused this Agreement and Plan of Merger to be
executed on their respective behalf and their respective corporate seals affixed
and the foregoing attested, all by their respective duly authorized officer on
the 28th day of September, 1990.
INTERGRATEC RECEIVABLE MANAGEMENT, INC.
By: /s/ James F. Richards
--------------------------------
James F. Richards, President
ATTEST:
/s/James J. Thorpe
- -----------------------------
James J. Thorpe, Secretary
(CORPORATE SEAL)
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42
CREDITORS MERCANTILE, INC.
By: /s/ James F. Richards
----------------------------
James F. Richards, President
ATTEST:
/s/ Howard M. Gibbs
- -------------------
Howard Gibbs
(CORPORATE SEAL)
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43
Secretary of State CHARTER NUMBER : 9005383 DP
Business Services and Regulation COUNTY : FULTON
Suite 306, West Tower DATE INCORPORATED : MARCH 21, 1990
2 Martin Luther King Jr. Dr. EXAMINER : DONNA HYDE
Atlanta, Georgia 30334 TELEPHONE : 404-656-0624
REQUESTED BY:
KING & SPALDING
ROBERT P. BRYANT
2500 TRUST COMPANY TOWER
ATLANTA, GEORGIA 30303
CERTIFICATE OF INCORPORATION
I, MAX CLELAND, Secretary of State and the Corporations Commissioner of
the State of Georgia do hereby certify, under the seal of my office, that
- --------------------------------------------------------------------------------
"INTERGRATEC RECEIVABLE MANAGEMENT, INC."
- --------------------------------------------------------------------------------
has been duly incorporated under the laws of the State of Georgia on the date
set forth above, by the filing of articles of incorporation in the office of
the Secretary of State and the fees therefor paid, as provided by law, and that
attached hereto is a true copy of said articles of incorporation.
WITNESS, my hand and official seal, in the City of Atlanta and the State
of Georgia on the date set forth below.
DATE: MARCH 21, 1990
/s/ Max Cleland
-------------------
MAX CLELAND
SECRETARY OF STATE
/s/ H. Wayne Howell
-------------------
H. WAYNE HOWELL
DEPUTY SECRETARY OF STATE
(SEAL)
SECURITIES CEMETERIES CORPORATIONS CORPORATIONS HOT-LINE
656-2894 656-3079 656-2317 404-656-2222
44
ARTICLES OF INCORPORATION
OF
INTERGRATEC RECEIVABLE MANAGEMENT, INC.
1.
The name of the Corporation is Integratec Receivable Management, Inc.
2.
The Corporation is authorized to issue 10,000 shares of stock, designated
as "Common Stock."
3.
The initial Board of Directors shall consist of three (3) members, whose
names and addresses are as follows:
A. Wayne Johnson
Atlanta Financial Center
East Tower
Suite 1100
3333 Peachtree Rd., N.E.
Atlanta, Georgia 30326
John H. Gilbride
Atlanta Financial Center
East Tower
Suite 1100
3333 Peachtree Rd., N.E.
Atlanta, Georgia 30326
James A. Watts, Jr.
Atlanta Financial Center
East Tower
Suite 1100
3333 Peachtree Rd., N.E.
Atlanta, Georgia 30326
45
3.
The address of the initial registered office of the Corporation shall be
Two Peachtree Street, N.W., County of Fulton, Atlanta, Georgia 30383. The
initial registered agent of the Corporation at such address shall be CT
Corporation System.
4.
The name and address of the Incorporator are as follows:
Robert P. Bryant
2500 Trust Company Tower
Atlanta, Georgia 30303
5.
The mailing address of the initial principal office of the Corporation is
4553 Winters Chapel Road, Atlanta, Georgia 30360.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation.
/s/ Robert P. Bryant
--------------------
Robert P. Bryant
Incorporator
-2-