Articles of Merger or Share Exchange

(a)After a plan of merger or share exchange is approved by the stockholders, or adopted by the board of directors if stockholder approval is not required, the surviving or acquiring corporation shall deliver to the Director for filing Articles of Merger or Share Exchange setting forth:

(1)The plan of merger or share exchange;

(2)If stockholder approval was not required, a statement to that effect;

(3)If approval of the stockholders of one

(1)or more corporations party to the merger or share exchange was required:

(A)The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and

(B)Either the total number of votes cast for and against the COL070307 CH. 9 MERGER AND SHARE EXCHANGE plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.

(b)A merger or share exchange takes effect upon the later to occur of the date the plan of merger or share exchange is accepted for filing by the Director or the effective date specified in such plan of merger or share exchange.