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$38	Full Doc	2001	Articles of Merger Articles of Merger (12K) Doc #256810: This document is immediately available for purchase, but does not have a preview available for viewing. 256810	Shurgard Shurgard Storage Centers, Inc. ( Real Estate ) As referenced in this Articles of Merger: SHURGARD STORAGE CENTERS, – TYPE}EX-3.4 {SEQUENCE}5 {FILENAME}v69867ex3-4.txt {DESCRIPTION}EXHIBIT 3.4 {TEXT} {PAGE} 1 EXHIBIT 3.4 ARTICLES OF MERGER SHURGARD STORAGE CENTERS, INC. AND SHURGARD WASHINGTON CORPORATION Pursuant to the provisions of the Washington Business Corporation Act, Title 23B of the Revised Code of _____________ Shurgard Storage Centers, – the Revised Code of Washington and the Delaware General Corporation Law, the following Articles of Merger are executed for the purpose of merging Shurgard Storage Centers, Inc., a Delaware corporation (the "Disappearing Corporation"), into Shurgard Washington Corporation, a Washington corporation (the "Surviving Corporation"). 1. The Agreement and Plan _____________ SHURGARD STORAGE CENTERS, – Barbo ---------------------------- Charles K. Barbo, President ATTEST: By: /s/ Harrell L. Beck ---------------------------------------- Harrell L. Beck, Senior Vice President, Chief Financial Officer & Treasurer {PAGE} 2 SHURGARD STORAGE CENTERS, INC. a Delaware corporation By /s/ Charles K. Barbo -------------------------------------------- Charles K. Barbo, Chairman of the Board, President and Chief Executive Officer ATTEST: _____________ SHURGARD STORAGE CENTERS, – L. Beck, Senior Vice President, Chief Financial Officer & Treasurer {PAGE} 3 Exhibit A AGREEMENT AND PLAN OF MERGER BETWEEN SHURGARD WASHINGTON CORPORATION AND SHURGARD STORAGE CENTERS, INC. This Agreement and Plan of Merger (this "Agreement") is entered into this 13th day of May, 1997, by and between Shurgard _____________ Shurgard Storage Centers, – Agreement") is entered into this 13th day of May, 1997, by and between Shurgard Washington Corporation, a Washington corporation (the "Surviving Corporation"), and Shurgard Storage Centers, Inc., a Delaware corporation ("Shurgard"). The Surviving Corporation and Shurgard are sometimes referred to jointly as the "Constituent Corporations." RECITALS A. Each _____________ dt 131263
$38	Preview Full Doc	2001	Articles of Merger Articles of Merger (9K) Doc #256811: Click preview link for longer preview. ARTICLES OF MERGER SSC ACQUISITIONS, INC. AND SHURGARD STORAGE CENTERS, INC. Pursuant to the provisions of RCW 23B.11.050, the following Articles of Merger are executed for the purpose of merging SSC Acquisitions, Inc., a Delaware corporation (the "Disappearing Corporation"), into Shurgard Storage Centers, Inc., a Washington Corporation (the "Surviving Corporation"). 1. The Agreement and Plan of Merger approved by the . . . 256811	Shurgard Shurgard Storage Centers, Inc. ( Real Estate ) As referenced in this Articles of Merger: SHURGARD STORAGE CENTERS, – SEQUENCE}6 {FILENAME}v69867ex3-5.txt {DESCRIPTION}EXHIBIT 3.5 {TEXT} {PAGE} 1 EXHIBIT 3.5 ARTICLES OF MERGER SSC ACQUISITIONS, INC. AND SHURGARD STORAGE CENTERS, INC. Pursuant to the provisions of RCW 23B.11.050, the following Articles of Merger are executed for the purpose of merging _____________ Shurgard Storage Centers, – 050, the following Articles of Merger are executed for the purpose of merging SSC Acquisitions, Inc., a Delaware corporation (the "Disappearing Corporation"), into Shurgard Storage Centers, Inc., a Washington Corporation (the "Surviving Corporation"). 1. The Agreement and Plan of Merger approved by the Board of Directors of the _____________ SHURGARD STORAGE CENTERS, – Board of Directors of the Surviving Corporation and, pursuant to RCW 23B.11.040, shareholder approval was not required. Dated: May 21, 1997 SHURGARD STORAGE CENTERS, INC. By: /s/ Harrell L. Beck -------------------------------------- Harrell L. Beck Senior Vice President, Chief Financial Officer and Treasurer 1 {PAGE} 2 Exhibit A _____________ SHURGARD STORAGE CENTERS, – Beck -------------------------------------- Harrell L. Beck Senior Vice President, Chief Financial Officer and Treasurer 1 {PAGE} 2 Exhibit A AGREEMENT AND PLAN OF MERGER BETWEEN SHURGARD STORAGE CENTERS, INC. AND SSC ACQUISITIONS, INC. This Agreement and Plan of Merger (this "Agreement") is entered into this 21st day of May, 1997, _____________ Shurgard Storage Centers, – SSC ACQUISITIONS, INC. This Agreement and Plan of Merger (this "Agreement") is entered into this 21st day of May, 1997, by and between Shurgard Storage Centers, Inc., a Washington corporation ("Shurgard"), and SSC Acquisitions, Inc., a Delaware corporation ("Acquisitions"). Shurgard and Acquisitions are sometimes referred to jointly as _____________ dt 131264
$30	Full Doc	2001	Articles of Merger Articles of Merger (9K) Doc #258999: This document is immediately available for purchase, but does not have a preview available for viewing. 258999	U.S. Restaurant U.S. Restaurant Properties Inc. ( Real Estate ) As referenced in this Articles of Merger: U.S. RESTAURANT PROPERTIES, INC – FILENAME}0003.txt {DESCRIPTION}ARTICLES OF MERGER {TEXT} {PAGE} EXHIBIT 2.2 ARTICLES OF MERGER between QSV PROPERTIES, INC., a Delaware corporation and U.S. RESTAURANT PROPERTIES, INC ., a Maryland corporation The undersigned file these Articles of Merger pursuant to Article 3-109 of the Maryland General Corporation Law and _____________ U.S. Restaurant Properties, Inc – The undersigned file these Articles of Merger pursuant to Article 3-109 of the Maryland General Corporation Law and hereby certify that: FIRST: U.S. Restaurant Properties, Inc ., is a Maryland corporation (the "Company"). SECOND: QSV Properties, Inc. is a Delaware corporation ("QSV"). THIRD: The Company and QSV agree to _____________ U.S. RESTAURANT PROPERTIES, INC – IN WITNESS WHEREOF, these Articles of Merger have been duly executed by the parties hereto this 27th day of December, 2000. ATTEST: (witness) U.S. RESTAURANT PROPERTIES, INC ., a Maryland corporation By: /s/ Valerie Siverling By: /s/ Barbara A. Erhart ------------------------ ------------------------------- Name: Valerie Siverling Name: Barbara A. Erhart Title: Assistant Secretary _____________ dt 133090
$31	Full Doc	2003	Articles of Merger Articles of Merger (9K) Doc #259088: This document is immediately available for purchase, but does not have a preview available for viewing. 259088	United Dominion United Dominion Realty Trust Inc. ( Real Estate ) As referenced in this Articles of Merger: UNITED DOMINION REALTY TRUST, – EX-2.02 {SEQUENCE}4 {FILENAME}d06673exv2w02.txt {DESCRIPTION}EX-2.02 ARTICLES OF MERGER {TEXT} {PAGE} Exhibit 2.02 ARTICLES OF MERGER UNITED DOMINION REALTY TRUST, INC., A VIRGINIA CORPORATION AND UDRT MARYLAND, INC., A MARYLAND CORPORATION The undersigned corporations, pursuant to Title 13.1, Chapter 9, Article _____________ United Dominion Realty Trust, – Title 13.1, Chapter 9, Article 12 of the Code of Virginia, hereby execute the following articles of merger and set forth: ONE United Dominion Realty Trust, Inc. ("UDRT Virginia") shall be merged into UDRT Maryland, Inc. ("UDRT Maryland") pursuant to the Agreement and Plan of Merger attached hereto _____________ United Dominion Realty Trust, – the written consent of the sole stockholder. The undersigned officers declare that the facts herein stated are true as of June 11, 2003. United Dominion Realty Trust, Inc. By: /s/ Mary Ellen Norwood -------------------------------- Mary Ellen Norwood Vice President and Secretary UDRT Maryland, Inc. By: /s/ Warren L. Troupe -------------------------------- Warren _____________ United Dominion Realty Trust, – AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement"), dated as of June 11, 2003, is by and between United Dominion Realty Trust, Inc., a Virginia corporation ("UDRT") and UDRT Maryland, Inc., a Maryland corporation and a wholly owned subsidiary of UDRT ("UDRT Maryland"). WITNESSETH: _____________ United Dominion Realty Trust, – sometimes referred to herein as the "Surviving Corporation"). In connection with the Merger, the name of UDRT Maryland, Inc. will be changed to United Dominion Realty Trust, Inc. Section 1.02. EFFECTIVE TIME. The parties shall cause the Merger to be consummated by filing articles of merger with the _____________ dt 133174
$33	Full Doc	2003	Articles of Merger Articles of Merger (8K) Doc #259185: This document is immediately available for purchase, but does not have a preview available for viewing. 259185	United Mobile United Mobile Homes, Inc. ( Real Estate ) As referenced in this Articles of Merger: UNITED MOBILE HOMES, – Exhibit 2.2 ARTICLES OF MERGER MERGING UNITED MOBILE HOMES, INC. (a New Jersey Corporation) INTO UNITED MOBILE HOMES, INC. (a Maryland Corporation) FIRST: UNITED MOBILE HOMES, INC., a corporation organized and _____________ UNITED MOBILE HOMES, – Exhibit 2.2 ARTICLES OF MERGER MERGING UNITED MOBILE HOMES, INC. (a New Jersey Corporation) INTO UNITED MOBILE HOMES, INC. (a Maryland Corporation) FIRST: UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of New _____________ UNITED MOBILE HOMES, – 2.2 ARTICLES OF MERGER MERGING UNITED MOBILE HOMES, INC. (a New Jersey Corporation) INTO UNITED MOBILE HOMES, INC. (a Maryland Corporation) FIRST: UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of New Jersey, and UNITED MOBILE HOMES, INC., a corporation _____________ UNITED MOBILE HOMES, – a Maryland Corporation) FIRST: UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of New Jersey, and UNITED MOBILE HOMES, INC., a corporation organized under the laws of the State of Maryland, agree that said UNITED MOBILE HOMES, INC., a corporation organized _____________ UNITED MOBILE HOMES, – State of New Jersey, and UNITED MOBILE HOMES, INC., a corporation organized under the laws of the State of Maryland, agree that said UNITED MOBILE HOMES, INC., a corporation organized and existing under the laws of the State of New Jersey, shall be merged into said UNITED MOBILE _____________ dt 133254
$40	Preview Full Doc	2001	Termination Of Agreement and Plan of Merger Termination Of Agreement and Plan of Merger (5K) Doc #260685: Click preview link for longer preview. TERMINATION OF AGREEMENT AND PLAN OF MERGER ------------------------------- This Termination of Agreement and Plan of Merger (the "Termination") is dated as of September 21, 2001, and entered into by and among FELCOR LODGING TRUST INCORPORATED, a Maryland corporation ("FelCor"), FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership ("FelCor OP" and, together with FelCor, the "FelCor Parties"), MERISTAR HOSPITALITY CORPORATION, a Maryland corporation ("MeriStar"), MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("MeriStar OP" and, together with MeriStar, the "MeriStar Parties"), and FELCOR MERGESUB, L.L.C., a Delaware limited liability company ("FelCor Mergesub"). R E C I T A L S: A. The FelCor Parties and the MeriStar Parties have previously entered into that certain Agreement and Plan of Merger dated as of May 9, 2001, as amended by First Amendment to Agreement and Plan of Merger dated as of August 16, 2001 (the "Merger Agreement"). B. The FelCor Parties and the MeriStar Parties desire to agree to the mutual termination of the Merger Agreement in the manner set forth herein. NOW, THEREFORE, the parties hereto hereby agree and consent to the termination of the Merger Agreement pursuant to Section 9.1(a) thereof effective as of the date hereof. 260685	FelCor Lodging FelCor Lodging Trust Inc. ( Real Estate ) As referenced in this Termination Of Agreement and Plan of Merger: FELCOR LODGING TRUST – This Termination of Agreement and Plan of Merger (the "Termination") is dated as of September 21, 2001, and entered into by and among FELCOR LODGING TRUST INCORPORATED, a Maryland corporation ("FelCor"), FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership ("FelCor OP" and, together with FelCor, the "FelCor Parties"), MERISTAR _____________ FELCOR LODGING TRUST – have caused this Termination to be signed by their respective officers thereunto duly authorized all as of the date first written above. ATTEST: FELCOR LODGING TRUST INCORPORATED, a Maryland corporation By: /s/ Barbara Lacy By: /s/ Thomas J. Corcoran -------------------- --------------------------------------- Name: Thomas J. Corcoran Title: President FELCOR LODGING LIMITED PARTNERSHIP, _____________ FelCor Lodging Trust – Barbara Lacy By: /s/ Thomas J. Corcoran -------------------- --------------------------------------- Name: Thomas J. Corcoran Title: President FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership ATTEST: By: FelCor Lodging Trust Incorporated, its general partner By: /s/ Barbara Lacy By: /s/ Thomas J. Corcoran -------------------- --------------------------------------- Name: Thomas J. Corcoran Title: President ATTEST: MERISTAR HOSPITALITY CORPORATION, _____________ dt 135793 ;	MeriStar MeriStar Hospitality Corp. ( Real Estate ) As referenced in this Termination Of Agreement and Plan of Merger: MERISTAR HOSPITALITY CORP – TRUST INCORPORATED, a Maryland corporation ("FelCor"), FELCOR LODGING LIMITED PARTNERSHIP, a Delaware limited partnership ("FelCor OP" and, together with FelCor, the "FelCor Parties"), MERISTAR HOSPITALITY CORP ORATION, a Maryland corporation ("MeriStar"), MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("MeriStar OP" and, together with MeriStar, the "MeriStar _____________ MERISTAR HOSPITALITY CORP – FelCor Lodging Trust Incorporated, its general partner By: /s/ Barbara Lacy By: /s/ Thomas J. Corcoran -------------------- --------------------------------------- Name: Thomas J. Corcoran Title: President ATTEST: MERISTAR HOSPITALITY CORP ORATION, a Maryland corporation By: /s/ Christopher L. Bennett By: /s/ Paul W. Whetsell -------------------------- --------------------------------------- Name: Paul W. Whetsell Title: Chairman and Chief Executive _____________ MeriStar Hospitality Corp – Whetsell -------------------------- --------------------------------------- Name: Paul W. Whetsell Title: Chairman and Chief Executive Officer MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ATTEST: By: MeriStar Hospitality Corp oration , its general partner By: /s/ Christopher L. Bennett By: /s/ Paul W. Whetsell -------------------------- --------------------------------------- Name: Paul W. Whetsell Title: Chairman and Chief Executive _____________ dt 134435
$36	Preview Full Doc	2003	Articles of Merger Articles of Merger (8K) Doc #261751: Click preview link for longer preview. ARTICLES OF MERGER MERGING MONMOUTH REAL ESTATE INVESTMENT CORPORATION (a Delaware Corporation) INTO MREIC MARYLAND, INC. (a Maryland Corporation) FIRST: MONMOUTH REAL ESTATE INVESTMENT CORPORATION, a corporation organized and existing under the laws of the State of Delaware, and MREIC MARYLAND, INC., a corporation organized under the laws of the State of Maryland, agree that said MONMOUTH REAL ESTATE INVESTMENT CORPORATION shall be merged into said MREIC MARYLAND, INC. The terms and conditions of the merger and the mode carrying the same into effect are as herein set forth in these articles of merger. SECOND: MREIC MARYLAND, INC., a corporation organized and existing under the laws of the State of Maryland, shall survive the merger and shall hereinwith change its name to MONMOUTH REAL ESTATE INVESTMENT CORPORATION, a Maryland corporation. THIRD: The parties to the articles of merger are MREIC MARYLAND, INC., a corporation organized and existing under the laws of the State of Maryland, and MONMOUTH REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation incorporated on the 28th day of March, 1990, under the General Corporation Law of the State of Delaware, which corporation was qualified to do business in the State of Maryland on the 23rd day of March, 2001. 261751	MREIC Monmouth Real Estate Investment Corp. ( Real Estate ) As referenced in this Articles of Merger: MONMOUTH REAL ESTATE INVESTMENT – ARTICLES OF MERGER MERGING MONMOUTH REAL ESTATE INVESTMENT CORPORATION (a Delaware Corporation) INTO MREIC MARYLAND, INC. (a Maryland Corporation) FIRST: MONMOUTH REAL ESTATE INVESTMENT CORPORATION, a corporation organized and existing under _____________ MONMOUTH REAL ESTATE INVESTMENT – ARTICLES OF MERGER MERGING MONMOUTH REAL ESTATE INVESTMENT CORPORATION (a Delaware Corporation) INTO MREIC MARYLAND, INC. (a Maryland Corporation) FIRST: MONMOUTH REAL ESTATE INVESTMENT CORPORATION, a corporation organized and existing under the laws of the State of Delaware, and MREIC MARYLAND, INC., a corporation organized under the _____________ MONMOUTH REAL ESTATE INVESTMENT – of the State of Delaware, and MREIC MARYLAND, INC., a corporation organized under the laws of the State of Maryland, agree that said MONMOUTH REAL ESTATE INVESTMENT CORPORATION shall be merged into said MREIC MARYLAND, INC. The terms and conditions of the merger and the mode carrying the same _____________ MONMOUTH REAL ESTATE INVESTMENT – corporation organized and existing under the laws of the State of Maryland, shall survive the merger and shall hereinwith change its name to MONMOUTH REAL ESTATE INVESTMENT CORPORATION, a Maryland corporation. THIRD: The parties to the articles of merger are MREIC MARYLAND, INC., a corporation organized and existing under _____________ MONMOUTH REAL ESTATE INVESTMENT – to the articles of merger are MREIC MARYLAND, INC., a corporation organized and existing under the laws of the State of Maryland, and MONMOUTH REAL ESTATE INVESTMENT CORPORATION, a Delaware corporation incorporated on the 28th day of March, 1990, under the General Corporation Law of the State of Delaware, which _____________ dt 144237 ;	MREIC Maryland, Inc.
$33	Preview Full Doc	2002	Articles & Agreement & Plan of Merger Articles & Agreement & Plan of Merger (9K) Doc #269294: Click preview link for longer preview. Filed Secretary of State State of Nevada September 22, 1999 C20977-99 ARTICLES & AGREEMENT & PLAN OF MERGER This Agreement and Plan of Merger (the "Plan and Merger") is made as of August 31, 1999 by and between Golden Chest, Inc. ("Golden Chest"), an Idaho corporation and Senior Care Industries, Inc., a Nevada corporation ("Senior Care") and are deemed to become an amendment to the Articles of Incorporation of Senior Care Industries, Inc. and shall be filed with the Secretary of State of the State of Nevada. RECITALS A) Golden Chest is a corporation duly organized and existing under the laws of the State of Idaho. B) Senior Care is a corporation duly organized and existing under the laws of the State of Nevada. One share of common stock of Senior Care has been issued and that share of common stock is held by Golden Chest. Thus, Senior Care is a wholly-owned subsidiary of Golden Chest. No shareholder approval of this Plan and Merger is required. C) Golden Chest and Senior Care (the "Constituent Corporations") have approved this Plan and Merger Agreement by resolutions duly adopted by their respective Boards of Directors in accordance with the laws of their respective jurisdictions of incorporation; and D) The Constituent Corporations desire to adopt a plan of reorganization pursuant to the provisions of Section 368(a)(1)(f) of the Internal Revenue Code of 1986, as amended, a Plan of Merger complying with Section 30-1-1105 of the Idaho Code, and NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 269294	Investco Investco Corp. ; Investco Investco Corp. ( Real Estate ) ;	Senior Care Senior Care Industries, Inc. ( Miscellany ) As referenced in this Articles & Agreement & Plan of Merger: Senior Care Industries, Inc – the "Plan and Merger") is made as of August 31, 1999 by and between Golden Chest, Inc. ("Golden Chest"), an Idaho corporation and Senior Care Industries, Inc ., a Nevada corporation ("Senior Care") and are deemed to become an amendment to the Articles of Incorporation of Senior Care Industries, Inc. _____________ Senior Care Industries, Inc – and Senior Care Industries, Inc., a Nevada corporation ("Senior Care") and are deemed to become an amendment to the Articles of Incorporation of Senior Care Industries, Inc . and shall be filed with the Secretary of State of the State of Nevada. RECITALS A) Golden Chest is a corporation duly _____________ Senior Care Industries, Inc – fullest extent permitted by applicable law shall succeed to all the business, properties, assets and liabilities of the Constituent Corporation and shall remain Senior Care Industries, Inc . 2) Authorized Shares - The authorized capital stock of the Surviving Corporation consists of 50,000,000 shares of Common Stock, par value $. _____________ SENIOR CARE INDUSTRIES, INC – INC. 1278 Glenneyre, Suite 212, Laguna Beach, CA 92651 By: /s/ Tom Reichman ------------------------ Tom Reichman, President By: /s/ Ken Schultz ------------------------ Ken Schultz, Secretary SENIOR CARE INDUSTRIES, INC . 3642 Boulder Highway, Suite 387, Las Vegas, NV 89121. By: /s/ Tom Reichman ------------------------ Tom Reichman, President By: /s/ Ken Schultz ------------------------ Ken Schultz, _____________ dt 198407
$38	Preview Full Doc	2001	Articles & Agreement & Plan of Merger Articles & Agreement & Plan of Merger (9K) Doc #269325: Click preview link for longer preview. ARTICLES & AGREEMENT & PLAN OF MERGER This Agreement and Plan of Merger (the "Plan and Merger") is made as of August 31, 1999 by and between Golden Chest, Inc. ("Golden Chest"), an Idaho corporation and Senior Care Industries, Inc., a Nevada corporation ("Senior Care") and are deemed to become an amendment to the Articles of Incorporation of Senior Care Industries, Inc. and shall be filed with the Secretary of State of the State of Nevada. RECITALS A) Golden Chest is a corporation duly organized and existing under the laws of the State of Idaho. B) Senior Care is a corporation duly organized and existing under the laws of the State of Nevada. One share of common stock of Senior Care has been issued and that share of common stock is held by Golden Chest. Thus, Senior Care is a wholly-owned subsidiary of Golden Chest. No shareholder approval of this Plan and Merger is required. C) Golden Chest and Senior Care (the "Constituent Corporations") have approved this Plan and Merger Agreement by resolutions duly adopted by their respective Boards of Directors in accordance with the laws of their respective jurisdictions of incorporation; and D) The Constituent Corporations desire to adopt a plan of reorganization pursuant to the provisions of Section 368(a)(1)(f) of the Internal Revenue Code of 1986, as amended, a Plan of Merger complying with Section 30-1-1105 of the Idaho Code, and NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 269325	Investco Investco Corp. ; Investco Investco Corp. ( Real Estate ) ;	Senior Care Senior Care Industries, Inc. ( Miscellany ) As referenced in this Articles & Agreement & Plan of Merger: Senior Care Industries, Inc – the "Plan and Merger") is made as of August 31, 1999 by and between Golden Chest, Inc. ("Golden Chest"), an Idaho corporation and Senior Care Industries, Inc ., a Nevada corporation ("Senior Care") and are deemed to become an amendment to the Articles of Incorporation of Senior Care Industries, Inc. _____________ Senior Care Industries, Inc – and Senior Care Industries, Inc., a Nevada corporation ("Senior Care") and are deemed to become an amendment to the Articles of Incorporation of Senior Care Industries, Inc . and shall be filed with the Secretary of State of the State of Nevada. RECITALS A) Golden Chest is a corporation duly _____________ Senior Care Industries, Inc – fullest extent permitted by applicable law shall succeed to all the business, properties, assets and liabilities of the Constituent Corporation and shall remain Senior Care Industries, Inc . 2) Authorized Shares - The authorized capital stock of the Surviving Corporation consists of 50,000,000 shares of Common Stock, par value $. _____________ SENIOR CARE INDUSTRIES, INC – INC. 1278 Glenneyre, Suite 212, Laguna Beach, CA 92651 By: /s/ Tom Reichman ------------------------ Tom Reichman, President By: /s/ Ken Schultz ------------------------ Ken Schultz, Secretary SENIOR CARE INDUSTRIES, INC . 3642 Boulder Highway, Suite 387, Las Vegas, NV 89121. By: /s/ Tom Reichman ------------------------ Tom Reichman, President By: /s/ Ken Schultz ------------------------ Ken Schultz, _____________ dt 198424 ; Golden Chest, Inc.
$32	Preview Full Doc	2001	Articles & Agreement & Plan of Merger Articles & Agreement & Plan of Merger (9K) Doc #269353: Click preview link for longer preview. ARTICLES & AGREEMENT & PLAN OF MERGER This Agreement and Plan of Merger (the "Plan and Merger") is made as of August 31, 1999 by and between Golden Chest, Inc. ("Golden Chest"), an Idaho corporation and Senior Care Industries, Inc., a Nevada corporation ("Senior Care") and are deemed to become an amendment to the Articles of Incorporation of Senior Care Industries, Inc. and shall be filed with the Secretary of State of the State of Nevada. RECITALS A) Golden Chest is a corporation duly organized and existing under the laws of the State of Idaho. B) Senior Care is a corporation duly organized and existing under the laws of the State of Nevada. One share of common stock of Senior Care has been issued and that share of common stock is held by Golden Chest. Thus, Senior Care is a wholly-owned subsidiary of Golden Chest. No shareholder approval of this Plan and Merger is required. C) Golden Chest and Senior Care (the "Constituent Corporations") have approved this Plan and Merger Agreement by resolutions duly adopted by their respective Boards of Directors in accordance with the laws of their respective jurisdictions of incorporation; and D) The Constituent Corporations desire to adopt a plan of reorganization pursuant to the provisions of Section 368(a)(1)(f) of the Internal Revenue Code of 1986, as amended, a Plan of Merger complying with Section 30-1-1105 of the Idaho Code, and NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 269353	Investco Investco Corp. ; Investco Investco Corp. ( Real Estate ) ;	Senior Care Senior Care Industries, Inc. ( Miscellany ) As referenced in this Articles & Agreement & Plan of Merger: Senior Care Industries, Inc – the "Plan and Merger") is made as of August 31, 1999 by and between Golden Chest, Inc. ("Golden Chest"), an Idaho corporation and Senior Care Industries, Inc ., a Nevada corporation ("Senior Care") and are deemed to become an amendment to the Articles of Incorporation of Senior Care Industries, Inc. _____________ Senior Care Industries, Inc – and Senior Care Industries, Inc., a Nevada corporation ("Senior Care") and are deemed to become an amendment to the Articles of Incorporation of Senior Care Industries, Inc . and shall be filed with the Secretary of State of the State of Nevada. RECITALS A) Golden Chest is a corporation duly _____________ Senior Care Industries, Inc – fullest extent permitted by applicable law shall succeed to all the business, properties, assets and liabilities of the Constituent Corporation and shall remain Senior Care Industries, Inc . 2) Authorized Shares - The authorized capital stock of the Surviving Corporation consists of 50,000,000 shares of Common Stock, par value $. _____________ SENIOR CARE INDUSTRIES, INC – INC. 1278 Glenneyre, Suite 212, Laguna Beach, CA 92651 By: /s/ Tom Reichman ------------------------ Tom Reichman, President By: /s/ Ken Schultz ------------------------ Ken Schultz, Secretary SENIOR CARE INDUSTRIES, INC . 3642 Boulder Highway, Suite 387, Las Vegas, NV 89121. By: /s/ Tom Reichman ------------------------ Tom Reichman, President By: /s/ Ken Schultz ------------------------ Ken Schultz, _____________ dt 198448 ; Golden Chest, Inc.
$30	Preview Full Doc	2001	Articles & Agreement & Plan of Merger Articles & Agreement & Plan of Merger (9K) Doc #269377: Click preview link for longer preview. ARTICLES & AGREEMENT & PLAN OF MERGER This Agreement and Plan of Merger (the "Plan and Merger") is made as of August 31, 1999 by and between Golden Chest, Inc. ("Golden Chest"), an Idaho corporation and Senior Care Industries, Inc., a Nevada corporation ("Senior Care") and are deemed to become an amendment to the Articles of Incorporation of Senior Care Industries, Inc. and shall be filed with the Secretary of State of the State of Nevada. RECITALS A) Golden Chest is a corporation duly organized and existing under the laws of the State of Idaho. B) Senior Care is a corporation duly organized and existing under the laws of the State of Nevada. One share of common stock of Senior Care has been issued and that share of common stock is held by Golden Chest. Thus, Senior Care is a wholly-owned subsidiary of Golden Chest. No shareholder approval of this Plan and Merger is required. C) Golden Chest and Senior Care (the "Constituent Corporations") have approved this Plan and Merger Agreement by resolutions duly adopted by their respective Boards of Directors in accordance with the laws of their respective jurisdictions of incorporation; and D) The Constituent Corporations desire to adopt a plan of reorganization pursuant to the provisions of Section 368(a)(1)(f) of the Internal Revenue Code of 1986, as amended, a Plan of Merger complying with Section 30-1-1105 of the Idaho Code, and NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 269377	Investco Investco Corp. ; Investco Investco Corp. ( Real Estate ) ;	Senior Care Senior Care Industries, Inc. ( Miscellany ) As referenced in this Articles & Agreement & Plan of Merger: Senior Care Industries, Inc – the "Plan and Merger") is made as of August 31, 1999 by and between Golden Chest, Inc. ("Golden Chest"), an Idaho corporation and Senior Care Industries, Inc ., a Nevada corporation ("Senior Care") and are deemed to become an amendment to the Articles of Incorporation of Senior Care Industries, Inc. _____________ Senior Care Industries, Inc – and Senior Care Industries, Inc., a Nevada corporation ("Senior Care") and are deemed to become an amendment to the Articles of Incorporation of Senior Care Industries, Inc . and shall be filed with the Secretary of State of the State of Nevada. RECITALS A) Golden Chest is a corporation duly _____________ Senior Care Industries, Inc – fullest extent permitted by applicable law shall succeed to all the business, properties, assets and liabilities of the Constituent Corporation and shall remain Senior Care Industries, Inc . 2) Authorized Shares - The authorized capital stock of the Surviving Corporation consists of 50,000,000 shares of Common Stock, par value $. _____________ SENIOR CARE INDUSTRIES, INC – INC. 1278 Glenneyre, Suite 212, Laguna Beach, CA 92651 By: /s/ Tom Reichman ------------------------ Tom Reichman, President By: /s/ Ken Schultz ------------------------ Ken Schultz, Secretary SENIOR CARE INDUSTRIES, INC . 3642 Boulder Highway, Suite 387, Las Vegas, NV 89121. By: /s/ Tom Reichman ------------------------ Tom Reichman, President By: /s/ Ken Schultz ------------------------ Ken Schultz, _____________ dt 198466 ; Golden Chest, Inc.
$36	Preview Full Doc	2001	Articles of Merger Articles of Merger (14K) Doc #336177: Click preview link for longer preview. ARTICLES OF MERGER (PLAN ATTACHED) OF EAST APARTMENT MANAGEMENT, INC. INTO GABLES RESIDENTIAL SERVICES, INC. Pursuant to the provisions of Article 5.04 of the Texas Business Corporation Act, the undersigned corporations adopt the following Articles of Merger. An Agreement and Plan of Merger has been approved and adopted in accordance with the provisions of Article 5.03 of . . . 336177	Gables Gables Residential Trust ( Real Estate )
$30	Full Doc	2001	Articles of Merger Articles of Merger (8K) Doc #385509: This document is immediately available for purchase, but does not have a preview available for viewing. 385509	Laser Mortgage Laser Mortgage Management Inc. ( Real Estate )
$46	Preview Full Doc	2002	Merger Agreement Merger Agreement (144K) Doc #984374: Click preview link for longer preview. This Merger Agreement (the "Agreement") is made and entered into as of the 17th day of December, 2001 by and among Origen Financial, Inc., a Virginia corporation ("Origen"), Origen Manufactured Home Financial, Inc., a Virginia corporation ("Origen MHF"), Dynex Insurance Agency, Inc., a Virginia corporation ("Origen Insurance," and together with Origen MHF, the "Origen Subsidiaries"), Bingham Financial Services Corporation, a Michigan corporation ("Bingham"), Origen Financial L.L.C., a Delaware limited liability company (the . . . 984374	Origen Financial Origen Financial, Inc. ( Real Estate ) As referenced in this Merger Agreement: Origen Financial, Inc – MERGER AGREEMENT EXHIBIT 2.7 MERGER AGREEMENT This Merger Agreement (the "Agreement") is made and entered into as of the 17th day of December, 2001 by and among Origen Financial, Inc ., a Virginia corporation ("Origen"), Origen Manufactured Home Financial, Inc., a Virginia corporation ("Origen MHF"), Dynex Insurance Agency, Inc., a Virginia corporation ("Origen Insurance," and together with Origen MHF, the " _____________ Origen Financial, Inc – meaning set forth in Section 9.1(d) below. 1.84. 2000 Financial Statements has the meaning set forth in Section 4.17 below. 1.85. Underwriting Guidelines means the Origen Financial, Inc . Guidelines for Underwriting Loans in effect at the time each of the applicable Loans were underwritten. For purposes of this Agreement, the term "Underwriting Guidelines" shall include Portal, Origen' _____________ ORIGEN FINANCIAL, INC – page intentionally left blank - the next page is the signature page] 36 IN WITNESS WHEREOF, the Parties have executed this Merger Agreement as of the date first written above. ORIGEN FINANCIAL, INC ., a Virginia corporation By: /s/ Ronald A. Klein ------------------------------------- Its: Chairman ------------------------------------- BINGHAM FINANCIAL SERVICES CORPORATION, a Michigan corporation By: /s/ Ronald A. Klein ------------------------------------- Its: President and Chief Executive Officer ------------------------------------- ORIGEN _____________ dt 1399530 ; Origen Financial Origen Financial, LLC ( Real Estate ) As referenced in this Merger Agreement: Origen Financial L – a Virginia corporation ("Origen MHF"), Dynex Insurance Agency, Inc., a Virginia corporation ("Origen Insurance," and together with Origen MHF, the "Origen Subsidiaries"), Bingham Financial Services Corporation, a Michigan corporation ("Bingham"), Origen Financial L .L.C., a Delaware limited liability company (the "Company"), Origen Manufactured Home Financial, L.L.C., a Delaware limited liability company ("Company MHF"), and Origen Insurance Agency, L.L. _____________ Origen Financial, L – 48009 Birmingham, MI 48009 Attn: James A. Williams Attn: Ronald A. Klein Fax: 248-642-0856 Fax: 248-644-5595 If to a Company Entity: With a required copies to: Origen Financial, L .L.C. Jaffe, Raitt, Heuer & Weiss, P.C. 260 East Brown Street, Suite 200 One Woodward Avenue, Suite 2400 Birmingham, MI 48009 Detroit, MI 48226 Attn: Ronald A. Klein _____________ ORIGEN FINANCIAL L – a Virginia corporation By: /s/ Ronald A. Klein ------------------------------------- Its: Chief Executive Officer ------------------------------------- DYNEX INSURANCE AGENCY, INC., a Virginia corporation By: /s/ Ronald A. Klein ------------------------------------- Its: Chief Executive Officer ------------------------------------- 37 ORIGEN FINANCIAL L .L.C., a Delaware limited liability company By: /s/ Ronald A. Klein ------------------------------------- Its: Manager ------------------------------------- ORIGEN MANUFACTURED HOME FINANCIAL, L.L.C., a Virginia corporation By: /s/ Ronald A. Klein ------------------------------------- _____________ dt 1373256 ; Sun Communities Sun Communities Operating LP ( Real Estate ) As referenced in this Merger Agreement: Sun Communities Operating Limited Partnership – Assets or any of the Leased Personal Property to become subject to, any Lien other than in the ordinary course; (h) incur any debt other than Origen's debt to Sun Communities Operating Limited Partnership and Michigan National Bank; or (i) enter into any agreement or commitment, whether written or oral (other than this Agreement or any arrangement provided for or contemplated in this Agreement), _____________ dt 1413327 ;	Sun Communities Sun Communities, Inc. ( Real Estate ) As referenced in this Merger Agreement: Sun Communities, Inc – Suite 2400 Birmingham, MI 48009 Detroit, MI 48226 Attn: Ronald A. Klein Attn: David H. Raitt Fax: 248-644-5595 Fax: 313-961-8358 And Shiffman Family LLC c/o Sun Communities, Inc . 31700 Middlebelt Road Suite 145 Farmington Hills, MI 48334 Attn: Gary A. Shiffman Fax: (248) 932-3072 Any Party may change the address to which notices hereunder are to _____________ dt 1533273 ; Fannie Mae Federal National Mortgage Association ( Associations ) As referenced in this Merger Agreement: FNMA – servicing in each of those states listed in the attached Schedule 4.6(b), subject to the limitations or comments contained in Schedule 4.6(b). Origen is an approved FNMA Originator/Servicer, under FNMA license number 24250-000-8. Origen has been approved as an Investing Mortgagee by the Federal Housing Administration of the U.S. Department of Housing _____________ FNMA – those states listed in the attached Schedule 4.6(b), subject to the limitations or comments contained in Schedule 4.6(b). Origen is an approved FNMA Originator/Servicer, under FNMA license number 24250-000-8. Origen has been approved as an Investing Mortgagee by the Federal Housing Administration of the U.S. Department of Housing and Urban 12 _____________ dt 1607833
$68	Preview Full Doc	2005	Merger Agreement Merger Agreement (297K) Doc #1019578: Click preview link for longer preview. MERGER AGREEMENT by and among CONCORDIA PROPERTIES, LLC, a Delaware limited liability company, BRE/SOUTHRIDGE MALL L.L.C., a Delaware limited liability company, BRE/SOUTHRIDGE MALL (REIT), INC., a Delaware corporation, CONCORDIA PROPERTIES III, LLC, a Delaware limited liability company, CONCORDIA PROPERTIES II, LLC, a Delaware limited liability company, SOUTHRIDGE MALL II, LLC, a Delaware limited liability company, BRE/GRANGE-GREENDALE LLC, a Delaware limited liability . . . 1019578	Cost Plus Cost Plus, Inc. ( Specialty ) As referenced in this Merger Agreement: Cost Plus, Inc. – b) a lease with LNT West, Inc. (the Linens Lease), with respect to certain space located on the second floor of the Younkers Real Property, and (c) a lease with Cost Plus, Inc. (the Cost Plus Lease and, collectively with the First Floor Lease and the Linens Lease, the Younkers Leases), with respect to certain space located on the second floor of _____________ dt 1509406 ; Cost Plus Cost Plus, Inc. ( Specialty ) As referenced in this Merger Agreement: Cost Plus, Inc. – b) a lease with LNT West, Inc. (the Linens Lease), with respect to certain space located on the second floor of the Younkers Real Property, and (c) a lease with Cost Plus, Inc. (the Cost Plus Lease and, collectively with the First Floor Lease and the Linens Lease, the Younkers Leases), with respect to certain space located on the second floor of _____________ dt 1542292 ; Federated Federated Department Stores Inc. ( Department & Discount ) As referenced in this Merger Agreement: Federated Department Stores, Inc – appurtenance to Parcel 1 above, in and by that certain Operating Agreement dated as of the 31st day of October, 1968 by and between Southridge Company, Sears, Roebuck and Company, Federated Department Stores, Inc ., Gimbel Brothers, Inc. and J.C. Penney Company, Inc., recorded on October 31, 1968, in Reel 448, Images 603 to 695 inclusive, as Document No. 4426795, as amended by _____________ Federated Department Stores, Inc – October 13, 1970, in Reel 554, Images 223 to 225 inclusive, as Document No. 4553024; Supplemental Agreement dated as of the 31st day of October, 1968 between Southridge Company and Federated Department Stores, Inc . (as amended by First Amendment to Supplemental Agreement dated as of the 2nd day of June 1969) and Supplement to Operating Agreement dated as of the 31st day of _____________ dt 1541928 ;	Mills Mills Corp. ( Real Estate ) As referenced in this Merger Agreement: Mills Corp – amounts in compliance with law. (vii) At and after the Effective Time, at Mills election, the officers and directors of either (A) the respective Mills Acquisition Subsidiaries, or (B) the Mills Corp oration (the general partner of Mills, as manager of each Surviving Company), will be authorized to execute and deliver, in the name and on behalf of the applicable Company or _____________ MILLS CORP – limited liability company By: /s/ Anthony Beovich Name: Anthony Beovich Title: Vice President SIGNATURES CONTINUED ON NEXT PAGE 64 MILLS: THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership By: THE MILLS CORP ORATION, its General Partner By: /s/ Greg Neeb Name: Greg Neeb Title: Executive Vice President and Chief Investment Officer SIGNATURES CONTINUED ON NEXT PAGE 65 JOINDER The undersigned hereby joins _____________ Mills Corp – liability company By: Its: BRE/SOUTHRIDGE MALL L.L.C., a Delaware limited liability company By: Its: E-4-1 THE MILLS LIMITED PARTNERSHIP, a Delaware limited partnership By: The Mills Corp oration, its General Partner By: Name: Title: E-4-2 FIDELITY NATIONAL TITLE INSURANCE COMPANY By: Its: E-4-3 EXHIBIT F FORM OF CERTIFICATES OF MERGER CERTIFICATE OF MERGER _____________ dt 1516192 ; Willkie Farr Willkie Farr & Gallagher ( Legal ) As referenced in this Merger Agreement: Willkie Farr – 703) 526-5237 With copies sent simultaneously to: The Mills Limited Partnership 1300 Wilson Boulevard, Suite 400 Arlington, Virginia 22209 Attention: Mark C. Dorigan, Esq. Facsimile: (703) 526-5191 and Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 Attention: Eugene A. Pinover, Esq. Facsimile: (212) 728-8111 All notices given in accordance with the terms hereof _____________ Willkie Farr – 526-5237 - and to The Mills Limited Partnership 1300 Wilson Boulevard, Suite 400 Arlington, Virginia 22209 Attention: Mark Dorigan, Esq. Telephone: (703) 526-5124 Facsimile: (703) 526-5191 - and to Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 Attention: Eugene A. Pinover, Esq. Facsimile: (212) 728-8111 If to Escrow Agent: Fidelity National Title Insurance Company _____________ dt 1501746
$51	Preview Full Doc	2004	Plan of Merger Plan of Merger (139K) Doc #1043520: Click preview link for longer preview. PLAN OF MERGER AND ACQUISITION AGREEMENT BY AND AMONG EXTENDICARE HEALTH SERVICES, INC., ALPHA ACQUISITION, INC. AND ASSISTED LIVING CONCEPTS, INC. November 4, 2004 TABLE OF CONTENTS Page Article 1 The Merger 1 1.1 The Merger 1 1.2 The Closing 2 1.3 Effective Time 2 1.4 Effect of the Merger 2 1.5 Effect on Capital Stock 2 1. . . . 1043520	ALC