Attached files
file | filename |
---|---|
8-K - FORM 8-K - SUNAIR SERVICES CORP | g21658e8vk.htm |
EX-3.1 - EX-3.1 - SUNAIR SERVICES CORP | g21658exv3w1.htm |
EX-3.2 - EX-3.2 - SUNAIR SERVICES CORP | g21658exv3w2.htm |
EX-2.1 - EX-2.1 - SUNAIR SERVICES CORP | g21658exv2w1.htm |
EX-99.3 - EX-99.3 - SUNAIR SERVICES CORP | g21658exv99w3.htm |
EX-99.1 - EX-99.1 - SUNAIR SERVICES CORP | g21658exv99w1.htm |
EX-99.2 - EX-99.2 - SUNAIR SERVICES CORP | g21658exv99w2.htm |
Exhibit 99.4
ARTICLES OF MERGER OF
BUYER ACQUISITION COMPANY, INC.
WITH AND INTO
SUNAIR SERVICES CORPORATION
BUYER ACQUISITION COMPANY, INC.
WITH AND INTO
SUNAIR SERVICES CORPORATION
The following articles of merger are being submitted in accordance with Section 607.1105,
Florida Statutes:
FIRST: The exact name and jurisdiction of the surviving corporation are as
follows:
Name | Jurisdiction | Document Number | ||
Sunair Services Corporation
|
Florida | 196169 |
SECOND: The exact name and jurisdiction of the merging corporation are as follows:
Name | Jurisdiction | Document Number | ||
Buyer Acquisition Company, Inc.
|
Florida | P09000080259 |
THIRD: The Plan of Merger is attached.
FOURTH: The merger shall become effective on:
þ | the date these Articles of Merger are filed with the Florida Department of State |
OR
G | |||
(Enter a specific date, which cannot be prior to the date of filing or more than 90 days after the date of filing. |
FIFTH: Adoption of Merger by surviving corporation.
þ | the Plan of Merger was adopted by the shareholders of the surviving corporation on December 14, 2009. |
OR
G | the Plan of Merger was adopted by the board of directors of the surviving corporation on and shareholder approval was not required. |
SIXTH: Adoption of Merger by merging corporation.
þ | the Plan of Merger was adopted by the shareholders of the merging corporation on December 14, 2009. |
OR
G | the Plan of Merger was adopted by the board of directors of the merging corporation on and shareholder approval was not required. |
SEVENTH: Signatures for each corporation
Typed or Printed Name and | ||||
Name of Entity | Signature(s) | Title of Individual | ||
Sunair Services Corporation
|
/s/ Jack I. Ruff | Jack I. Ruff | ||
President and Chief | ||||
Executive Officer | ||||
Buyer Acquisition Company, Inc.
|
/s/ Harvey L. Massey | Harvey L. Massey | ||
Chief Executive Officer |
PLAN OF MERGER
The following plan of merger is submitted in compliance with Section 607.1101, Florida
Statutes, and in accordance with the laws of any other applicable jurisdiction of incorporation.
FIRST: The exact name and jurisdiction of the surviving corporation are as
follows:
Name | Jurisdiction | |
Sunair Services Corporation
|
Florida |
SECOND: The exact name and jurisdiction of the merging corporation are as follows:
Name | Jurisdiction | |
Buyer Acquisition Company, Inc.
|
Florida |
THIRD: The terms and conditions of the merger are as follows:
The merging corporation shall be merged with and into the surviving corporation, and the
separate existence of the merging corporation shall cease as of the effective date of this Plan of
Merger. The surviving corporation shall retain the name of SUNAIR SERVICES CORPORATION after the
merger. As of the effective date of this Plan of Merger, the surviving corporation shall possess
all of the right, privileges, powers and franchises of the merging corporation, of a public as well
as private nature, and all property, real, personal or otherwise, of the merging corporation, and
all debts due on whatever account to it, including all choses of action and all and every other
interest of or belonging to it, shall be taken by and deemed to be transferred to and vested in the
surviving corporation without further act or deed; and except as provided herein, the identity,
existence, purposes, powers, franchises, rights, immunities and liabilities of the surviving
corporation shall continue unaffected and unimpaired by the merger.
Articles of Incorporation
Restated articles of incorporation of the surviving corporation are attached.
Bylaws
The Bylaws of the surviving corporation, as amended and restated as of the execution date of
the Articles of Merger, shall, after the merger, continue to be the Bylaws of the surviving
corporation until duly amended in accordance with law.
Directors
The persons who are the directors of the surviving corporation immediately prior to the merger
hereunder shall, after the merger, resign or be removed, and the following individual shall serve
as the sole director of the surviving corporation, subject to the provisions of the Articles of
Incorporation and Bylaws of the surviving corporation and the laws of the State of Florida:
Harvey L. Massey
315 Groveland Street
Orlando, FL 32804
315 Groveland Street
Orlando, FL 32804
Officers
The persons who are the officers of the surviving corporation immediately prior to the merger
hereunder shall, after the merger, resign or be removed, and new officers shall be elected as
follows:
Name | Office | |
Harvey L. Massey
|
Chairman and Chief Executive Officer | |
Anthony L. Massey
|
President and Chief Operating Officer | |
Gwyn Elias
|
Vice-President, Chief Financial Officer | |
Barbara A. Corino
|
Vice-President, Corporate Secretary | |
Jean Nowry
|
Vice-President | |
Ed Dougherty
|
Vice-President |
FOURTH: The manner and basis of converting the interests, shares, obligations or other
securities of the merging corporation into interest, shares, obligations, or other securities of
the surviving corporation or any other corporation or, in whole or in part, into cash or other
property, and the manner and basis of converting rights to acquire the interest, shares,
obligations or other securities of the merging corporation into the interests, shares, obligations
or other securities of the surviving corporation or, in whole or in part, into cash or other
property are as follows:
After the effective date of this Plan of Merger, by virtue of the merger and without any
action on the part of the shareholders of the merging corporation or the shareholders of the
surviving corporation, all of the issued and outstanding certificates representing shares of
stock in the surviving corporation shall be cancelled. Certificates representing ownership
of shares of stock in the merging corporation shall be converted into the same number of
shares of the surviving corporation.