Document vV7LV0BQxG23EEkbqp0QjqknZ

RESOLUTION OF BOARD OF DIRECTORS TO MERGE .MIDDLETOWN DEVELOPMENT & SUPPLY CO., INC. INTO McGRAW CONSTRUCTION COMPANY, INC. was held on July 30, 1984, at the corporation's office, Middletown, Ohio. All directors were present. Elliott D. Levey, president of the corporation, presided. The chairman presented a proposal to merge Middletown Development & Supply Co., Inc., the corporation's wholly owned subsidiary, into the corporation. After discussion, the following resolution was unanimously adopted; RESOLVED, that Middletown Development & Supply Co., Inc. an Ohio corporation, be merged into McGraw Construction Company, Inc., an Ohio corporation, in accordance with the following Plan of Merger. 1. Surviving Corporation. Middletown Development & Supply Co., Inc. shall be merged into McGraw Construction Company, Inc., which shall be the surviving corporation. 2. Ownership of Stock. The outstanding shares of stock of Middletown Development & Supply Co., Inc. consist of 500 shares of common stock, all of which are owned by McGraw Construction Company, Inc. 3. Terms and Conditions of Merger. On the effective date of the merger of Middletown Development & Supply Co., Inc. into McGraw Construction Company, Inc., the separate existence of Products shall cease, the stock of Middletown Development & Supply Co., Inc. shall be canceled, and McGraw shall succeed to all of the properties, rights, and other assets and shall be subject to all of the liabilities of Middletown Development & Supply Co., Inc. without further action by either corporation. 4. Further Assurances. If at any time McGraw Construction Company, Inc. shall determine that additional conveyances, documents or other action are necessary to carry out the pro visions of this Plan of Merger, the officers and directors of Middletown Development & Supply Co., Inc. as of the effective date of this merger shall execute such conveyances or documents or^take such action. 5. Effective Date. The effective date of this merger shall be July 31, 1984. The meeting was then adjourned. President McGCON 4838 * , McGRAW CONSTRUCTION COMPANY, INC. fr CONSENT OP SOLE SHAREHOLDER The undersigned, being the holder of the issued and out standing capital shares of McGraw Construction Company, Inc., an Ohio corporation (the "Corporation"), hereby gives its written consent and direct that the following shall be the action of the sole shareholder as fully as if a formal meeting had been held: RESOLVED, that the Agreement and Plan of Merger attached hereto ("Agreement") providing for the merger of Middletown Development & Supply Co. Inc., an Ohio corporation, with and into the Corporation, which shall be the surviving corpo ration under the name McGraw Construction Company, Inc., and the. terms and conditions, set forth in said Agreement, including the amendment of Paragraph THIRD of the Corpo ration's Articles of Incorportion, are hereby approved; and further RESOLVED, that the proper officers of this Corporation are, and each of them is, hereby authorized and directed to execute, deliver and file the Agreement and Plan of Merger and any and all other documents, certificates, applications or other instruments with the Secretary of State of the State of Ohio and to take any and all further action which they may deem necessary or advisable to effectuate the merger; and further RESOLVED, that the Code of Regulations attached hereto is hereby approved and adopted as the Code of Regulations of the Corporation. .; IN WITNESS WHEREOF, each of the undersigned has executed this Consent of Sole Shareholder as of the 10th day of December, 1984. * INTERNATIONAL MILL SERVICE, INC. McGCON 4839 McGRAW CONSTRUCTION COMPANY, INC. j! CONSENT OF DIRECTORS The undersigned, being all the Directors of McGraw Construction Company, Inc., an Ohio corporation (the "Corpo ration" ), hereby give their written consent and direct that the following shall be the action of the Directors as fully as if a formal meeting had been held: RESOLVED, that the Agreement and Plan of Merger attached hereto ("Agreement") providing for the merger of Middletown Development & Supply Co. Inc., an Ohio corporation, with and into this Corporation, which shall be the surviving corporation under the name McGraw Construction Company, Inc., and the terms and conditions set forth in said Agreement, including the amendment of Paragraph THIRD of the Corporation's Articles of Incorporation, are hereby .approved; and further RESOLVED, that the proper officers of this Corporation are, and each of them is, hereby authorized and directed to execute, deliver and file the Agreement and Plan of Merger and any and all other documents, certificates, applications or other instruments with the Secretary of State of the State of Ohio and to take any and all further action which they may deem necessary or advisable to effectuate the merger. IN WITNESS WHEREOF, each of the undersigned has executed McGCON 4840 %if AGREEMENT AND PLAN OF MERGER it AGREEMENT "AND PLAN OF MERGER, made this 10th day of December, 1984, by and between McGRAW CONSTRUCTION COMPANY, INC., an Ohio corporation (herein called "McGraw"), and MIDDLETOWN DEVELOPMENT & SUPPLY CO. INC., an Ohio corporation (herein called "Middletown"). McGraw and Middletown are sometimes collectively called the "Constituent Corporations". BACKGROUND OF AGREEMENT McGraw is a corporation organized under the laws of the State of Ohio by its Articles of Incorporation, which were filed, on August 18, 1941. McGraw has an authorized capital of 1,000 shares of Common Stock, no par value per share ("McGraw Common"), of which 612 shares are now issued and 302 shares are outstanding and owned by International Mill Service, Inc., a Pennsylvania corporation. Middletown is a corporation organized under the laws of the State of Ohio by its Articles of Incorporation, which were filed on April 12, 1946. It has an authorized capital of 2,000 shares of Common Stock, no par value per share ("Middletown Common"), of which 500 shares are now issued, outstanding and owned by McGraw. * The Board of Directors of each of the Constituent Corpo rations has determined that a merger of Middletown into McGraw McGCON 4841 2- - |r is in the best interests of each of the parties hereto, and such parties desire " to set forth herein their entire agreement respecting such merger. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, and in consideration of the mutual covenants herein contained agree as follows: 1. MERGER The Constituent Corporations shall be and hereby are merged into a single corporation in accordance with the applic able provisions of the- General Corporation Law of the State <of Ohio.' Upon the Effective Date' of the merger (as hereinafter defined in Section 5 hereof), the separate existence of Middletown will cease, and McGraw shall survive the merger (and in its capacity as such is referred to herein as the "Surviving Corpo ration"). Thereafter, McGraw shall possess all rights, privi leges, immunities, powers, franchises and purposes of Middletown, both of a public and private nature, and all of its property, real and personal, tangible and intangible, wherever located, including causes of action. Every other asset of each of the Constituent Corporations as of the Effective Date of the merger shall be vested, or continued to be vested, in McGraw without further act or deed. All debts, liabilities, restrictions, and * duties of Middletown shall attach to McGraw and be enforced against it to the same extent as if they had been incurred by it. McGCON 4842 M -3- 0 2. ARTICLES, REGULATIONS, DIRECTORS AND OFFICERS 2.1 The Articles of Incorporation of McGraw shall be amended by changing Article THIRD thereof, so that as amended said Article shall be and read as follows: "THIRD. The purposes for which said corporation is formed are: To engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Revised Code of Ohio." The purposes of the Surviving Corporation shall be the purposes set forth hereinabove. 2.2 The regulations of McGraw as in effect on the Effective Date of the merger shall continue in full force and . effe'ct, unless and until subsequently amended,asthe regulations of the Surviving Corporation. 2.3 The directors and officers of McGraw in office on the Effective Date of the merger shall be the directors and officers of the Surviving Corporation, and they shall continue in office until their successors have been duly elected and qual ified. 3. STATUS OF CAPITAL STOCK 3.1 The number of shares which said Surviving Corporation shall be authorized to have outstanding is one 4f thousand (1,000), all of which shall be common shares without par value. McGCON 4843 3.2 There shall be no conversion of the outstanding shares of capital stock of either of the Constituent Corporations into shares or other securities or obligations of- McGraw, and with respect to the outstanding shares of the Corporations the effect of the merger shall be as follows: (a) Each share of McGraw Common which shall be issued and outstanding on the effective date of this merger shall continue to be one share of the common stock of the Surviving Corportion. (b) Each share of Middletown Common which shall be. issued and outstanding on the Effective Date of this merger, and all rights in respect thereof, shall be cancelled. (c) After the Effective Date of this merger, each holder of an outstanding certificate representing shares of Middletown Common shall surrender the same for cancellation and no shares or other securities or obligations or cash of McGraw shall be issued in exchange therefor. 4. STATUTORY AGENT. The place in Ohio where the principal office of the Surviving Corporation is to be located is Middletown, Butler County. The statutory agent upon whom any process, notice, or demand required or permitted by statute to be served upon the Surviving Corporation may be served is: CT Corporation * System, 813 Carew Tower, Cincinnati, Ohio 45202. McGCON 4844 -5 i 5. STATUTORY COMPLIANCE This Agreement and the merger provided for herein will be adopted and effected pursuant to Title 17, Section 1701 of the Revised Code of Ohio. 6. EFFECTIVE DATE The effective date of the merger shall be upon the filing of the Certificate of Merger with the Secretary of State of the State of Ohio. 7. ADDITIONAL DOCUMENTS Middletown hereby agrees, from time to time and at any time, before or after the Effective Date' of the merger, as and when requested by the Surviving Corporation or its successors or assigns, to execute and deliver, or cause to be executed and delivered, all such deeds and instruments, and to take or cause to be taken all such further or other action, as the Surviving Corporation may deem necessary or desirable in order to vest in and to confirm to the Surviving Corporation title to and possession of any property of Middletown acquired or to be acquired by reason of, or as a result of, the merger provided for herein, and otherwise to carry out the intent and purposes hereof. 8. TERMINATION # Notwithstanding anything contained herein to the contrary, this Agreement and the merger provided for herein may be terminated and abandoned at any time prior to the Effective McGCON 4845 6- - V Date by the consent of the Boards of Directors of each of the Constituent Corporations. IN WITNESS WHEREOF/ this Agreement and Plan of Merger has been signed by each of the Constituent Corporations pursuant to the authority duly given by their respective Boards of Directors, and each Constituent Corporation has caused its corporate seal to be affixed hereto, all as of the day and year first above written. ATTEST:___________________ Harry B. Meran Secretary (Corporate Seal) ATTEST:___________________ Harry B. Meran Secretary (Corporate Seal) McGRAW CONSTRUCTION COMPANY, INC. By: Jack Bayer President MIDDLETOWN DEVELOPMENT & SUPPLY CO. INC. By: Jack Bayer President McGCON 4846 Mi State of Ohio D^artmerJt of State Date 1/15/85 Number 182520 Received of r filed by__ he sum of $ IU INTERNATIONAL CORPORATION 5CU00for filing MR CHP AGS MC GRAW CONSTRUCTION COMPANY* INC. , . ^Sherrod Brown * "' Secretary of State Receipt No. 46749 1-592-1022 ' 0213 F 3 59 2--2-- ___________________ of Returned to: 46749 C T CORPORATION SYST ATT:G-LEWIS 123 S.BROAD ST. RECEIP1 PHILADELPHIA* PA 19109 Name: MC GRAW CONSTRUCTION COMPANY* INC. MER CHP $ AGS 5 0-00 Total Fee: $50. 00 f McGCON 4847 Department of State The State of Ohio Sherrod Brown Secretary of State 182520 00s--*-_1ELIi'-;*>CJn-,osi Certificate It is hereby certified that the Secretary of State of Ohio has custody of the Records of Incorporation and Miscellaneous Filings; that said records show the filing and recording of:MER CHP A6S MC GRAW CONSTRUCTION COMPANY# INC. of: United States ofAmerica State of Ohio Office of the Secretary of State Recorded on Rollf 5 92 at Frame___________________ W?-A _ of the Records of Incorporation and Miscellaneous Filings. Witness my hand and the seal ofthe Secretary of State, at the City of Columbus, Ohio, this7TH_. day of J AN t A.D. 19____ _5. Sherrod Brown Secretary of State mcGCQN 4848 CERTIFICATE OF MERGER OF MIDDLETOWN DEVELOPMENT & SUPPLY CO. INC INTO McGRAW CONSTRUCTION COMPANY, INC. The Agreement and Plan of Merger to which this Certificate is attached having been duly adopted in accordance with the laws of the State of Ohio as set forth in the attached Certificates of the President and Secretary of each of the corporations, parties to the said Agreement of Merger, the officers do therefore sign this Certificate of Merger, pursuant to Section 1701.81 of the Revised Code of Ohio. t MIDDLETOWN DEVELOPMENT & SUPPLY Date: December 10, 1984 9 McGCON 4849 K0592-102." CERTIFICATE OF PRESIDENT AND SECRETARY OF McGRAW CONSTRUCTION COMPANY, INC. (an Ohio corporation) SHOWING APPROVAL AND ADOPTION OF AGREEMENT AND PLAN OF MERGER Jack Bayer, President, and Harry B. Meran, Secretary, of McGraw Construction Company, Inc., a corporation organized and existing under the laws of the State of Ohio (the "Corporation"), do hereby certify as such officers of the Corporation that the Agreement and Plan of Merger (the "Agreement") to which this certificate is attached, having first been duly approved by resolution of the Board of Directors by unanimous written consent, was duly approved by the sole shareholder of the Corporation, by written consent on the day of December, 1984, whereupon the said Agreement was duly adopted as the act of the Corporation. IN WITNESS WHEREOF, Jack Bayer, President, and Harry B. Meran, Secretary, have hereunto subscribed their names as of this 10th day of December, 1984. McGCON 4850 CERTIFICATE OF PRESIDENT AND SECRETARY OF MIDDLETOWN DEVELOPMENT & SUPPLY CO. INC. (an Ohio corporation) - SHOWING APPROVAL AND ADOPTION OF AGREEMENT AND PLAN OF MERGER Jack Bayer, President, and Harry B. Meran, Secretary, of Middletown Development & Supply Co., Inc., a corporation organ ized and existing under the laws of the State of Ohio (the "Corporation"), dohereby certify as such officers of the Corporation that the Agreement and Plan of Merger to which this certificate is attached, having first been duly approved by resolution of the Board of Directors by unanimous written consent, was duly approved by the sole shareholder by unanimous written consent on the 10th day of December, 1984, whereupon the said Agreement was duly adopted as the act of the Corporation. IN WITNESS WHEREOF, Jack Bayer, President, and Harry B. Meran, Secretary, have hereunto subscribed their names as of this 10th day of December, 1984. McGCON 4851 F0592-1G27 AGREEMENT AND PLAN OF MERGER fr -------- ------------------------------------------------ . AGREEMENT AND PLAN OF MERGER, made this 10 th day of December, 1984, by and between McGRAW CONSTRUCTION COMPANY, INC., an Ohio corporation (herein called "McGraw"), and MIDDLETOWN DEVELOPMENT & SUPPLY CO. INC., an Ohio corporation (herein called "Middletown")* McGraw and Middletown are sometimes collectively called the "Constituent Corporations". BACKGROUND OF AGREEMENT McGraw is a corporation organized under the laws of the State of Ohio by its Articles of Incorporation, which were filed on August 18, 1941. McGraw has an authorized capital of 1,000 shares of Common Stock, no par value per share ("McGraw Common"), of which 612 shares are now issued and 302 shares are outstanding and owned by International Mill Service, Inc., a Pennsylvania corporation. Middletown is a corporation organized under the laws of the State of Ohio by its Articles of Incorporation, which were filed on April 12, 1946. It has an authorized capital of 2,000 shares of Common Stock, no par value per share ("Middletown Common"), of $ which 500 shares are now issued, outstanding and owned by McGraw. The Board of Directors of each of the Constituent Corpo rations has determined that a merger of Middletown into McGraw McGCON 4852 F0592-102S -2- t k is in the best interests of each of the parties hereto, and such parties desire to set forth herein their entire agreement respecting such merger. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, and in consideration of the mutual covenants herein contained agree as follows: 1 merger The Constituent Corporations shall be and hereby are merged into a single corporation in accordance with the applic able provisions of the- General Corporation Law of the State of. Ohio.' Upon the Effective Date' of the merger (as hereinafter defined in Section 5 hereof), the separate existence of Middletown will cease, and McGraw shall survive the merger (and in its capacity as such is referred to herein as the "Surviving Corpo ration"). Thereafter, McGraw shall possess all rights, privi leges, immunities, powers, franchises and purposes of Middletown, both of a public and private nature, and all of its property, real and personal, tangible and intangible, wherever located, including causes of action. Every other asset of each of the Constituent Corporations as of the Effective Date of the merger shall be vested, or continued to be vested, in McGraw without further act dfr deed. All debts, liabilities, restrictions, and duties of Middletown shall attach to McGraw and be enforced against it to the same extent as if they had been incurred by it. 1 McGCON 4853 F0592-1029 -3- * fr 2. ARTICLES REGULATIONS, DIRECTORS AND OFFICERS 2.1 The Articles of Incorporation of McGraw shall be amended by changing Article THIRD thereof, so that as amended said Article shall be and read as follows: "THIRD. The purposes for which said corporation is formed are: To engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Revised Code of Ohio." The purposes of the Surviving Corporation shall be the purposes set forth hereinabove. 2.2 The regulations of McGraw as in effect on the Effective Date of the merger shall continue in full force and effe'ct, unless and until subsequently amended, as the regulations of the Surviving Corporation. 2.3 The directors and officers of McGraw in office on the Effective Date of the merger shall be the directors and officers of the Surviving Corporation, and they shall continue in office until their successors have been duly elected and qual ified. 3. STATUS OF CAPITAL STOCK 3.1 The number of shares which said Surviving * Corporation shall be authorized to have outstanding is one thousand (1,000), all of which shall be common shares without par value. McGCON 4854 -4- * fr 3.2 There shall be no conversion of the outstanding shares of capital stock of either of the Constituent Corporations into shares or other securities or obligations of- McGraw, and with respect to the outstanding shares of the Corporations the effect of the merger shall be as follows: (a) Each share of McGraw Common which shall be issued and outstanding on the effective date of this merger shall continue to be one share of the common stock of the Surviving Corportion. (b) Each share of Middletown Common which shall be. issued and outstanding on the Effective Date of this mergerr and all rights in respect thereof, shall be cancelled. (c) After the Effective Date of this merger, each holder of an outstanding certificate representing shares of Middletown Common shall surrender the same for cancellation and no shares or other securities or obligations or cash of McGraw shall be issued in exchange therefor. 4. STATUTORY AGENT. The place in Ohio where the principal office of the Surviving Corporation is to be located is Middletown, Butler County. The statutory agent upon whom any process, notice, or demand required or permitted by statute to be served upon the Surviving Corporation may be served is: CT Corporation System, 813 Carew Tower, Cincinnati, Ohio 45202. McGCON 4855 F0592-1031 -5- * k 5. STATUTORY COMPLIANCE This Agreement and the merger provided for herein will be adopted and effected pursuant to Title 17, Section 1701 of the Revised Code of Ohio. 6. EFFECTIVE DATE The effective date of the merger shall be upon the filing of the Certificate of Merger with the Secretary of State of the State of Ohio. 7. ADDITIONAL DOCUMENTS Middletown hereby agrees, from time to time and at any time, before or after the Effective Dates of the merger, as and when requested by the Surviving Corporation or its successors or assigns, to execute and deliver, or cause to be executed and delivered, all such deeds and instruments, and to take or cause to be taken all such further or other action, as the Surviving Corporation may deem necessary or desirable in order to vest in and to confirm to the Surviving Corporation title to and possession of any property of Middletown acquired or to be acquired by reason of, or as a result of, the merger provided for herein, and otherwise to carry out the intent and purposes hereof. 8. TERMINATION Notwithstanding anything contained herein to the contrary, this Agreement and the merger provided for herein ra^ be terminated and abandoned at any time prior to the Eff'' McGCON 4856 -6 Date by the consent of the Boards of Directors-of each of the Constituent Corporations. IN WITNESS WHEREOF, this Agreement and Plan of Merger has been signed by each of the Constituent Corporations pursuant to the authority duly given by their respective Boards of Directors, and each Constituent Corporation has caused its corporate seal to be affixed hereto, all as of the day and year first above written. McGCON 4857