OCR Text |
Show designated as common stock. Shares of common stock of the corporation may be issued by the corporation from time to time for such consideration as from time to time may be fixed by the board of directors of the corporation, provided that shares of common stock shall not be issued for a consideration less than the par value thereof." Subsequent to the effective time of the Merger, such Certificate of Incorporation as so amended shall be the Certificate of Incorporation of the Surviving Corporation until changed as provided by law. (b) At the effective time of the Merger the By-Laws of Utah shall become the By-Laws of the Surviving Corporation. Subsequent to the effective time of the Merger, such By-Laws shall be the By-Laws of the Surviving Corporation until they shall thereafter be duly amended. ARTICLE IV Directors The names and mailing addresses of the persons who shall constitute the Board of Directors of Utah at the effective time of the Merger are as follows: Name Address Ernest C. Arbuckle................................. 550 California Street San Francisco, California 94104 Alf E. Brandin........................................ 550 California Street San Francisco, California 94104 Val. A. Browning................................... 550 California Street San Francisco, California 94104 James T. Curry....................................... 550 California Street San Francisco, California 94104 Thomas D. Dee, II................................. 550 California Street San Francisco, California 94104 George S. Eccles..................................... 550 California Street San Francisco, California 94104 Marriner S. Eccles.................................. 550 California Street San Francisco, California 94104 William R. Hewlett................................ 550 California Street San Francisco, California 94104 Reginald H. Jones.................................. 3135 Easton Turnpike Fairfield, Connecticut 06431 William R. Kimball............................... 550 California Street San Francisco, California 94104 J. B. Ladd............................................... 550 California Street San Francisco, California 94104 E. W. Littlefield...................................... 550 California Street San Francisco, California 94104 Arjay Miller............................................ 550 California Street San Francisco, California 94104 Jack S. Parker......................................... 3135 Easton Turnpike Fairfield, Connecticut 06431 Paul L. Wattis, Jr................................... 550 California Street San Francisco, California 94104 Alva O. Way........................................... 3135 Easton Turnpike Fairfield, Connecticut 06431 A. M. Wilson.......................................... 550 California Street San Francisco, California 94104 unless, prior to the effective time of the Merger, any one or more of the persons named above shall die or refuse or become unable to serve, in which event the remaining persons named above shall be the Directors of the Surviving Corporation at the effective time of the Merger, and any vacancy occurring by reason of death, refusal or inability to serve shall be filled as provided in the By-Laws of the Surviving Corporation. The Directors of the Surviving Corporation shall hold office subject to the provisions of the laws of the State of Delaware and of the Certificate of Incorporation and By-Laws of the Surviving Corporation. 2 ARTICLE V The manner of (i) converting the shares of GE Subsidiary Common Stock issued and outstanding immediately prior to the effective time of the Merger into shares of Utah Common Stock, and (ii) exchanging the shares of Utah Common Stock issued and outstanding immediately prior to the effective time of the Merger for shares of GE Common Stock, shall be as follows: (1) At the effective time of the Merger: (a) Each share of Utah Common Stock issued and outstanding immediately prior to the effective time of the Merger shall, by virtue of the Merger and without any action on the part of the holders thereof, automatically be cancelled and there shall be exchanged therefor, subject to paragraph (2)(d) of this Article V, 1.3 fully paid and nonassessable shares of GE Common Stock. Each share of Utah Common Stock held in the treasury of Utah immediately prior to the effective time of the Merger shall not be exchanged for GE Common Stock but shall automatically be cancelled at the effective time of the Merger. (b) Each share of GE Subsidiary Common Stock issued and outstanding immediately prior to the effective time of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be cancelled and converted into one fully paid and nonassessable share of Utah Common Stock. Each share of GE Subsidiary Common Stock held in the treasury of GE Subsidiary at the effective time of the Merger, if any, shall automatically be cancelled. (2) After the effective time of the Merger: (a) Each holder of an outstanding certificate or certificates theretofore representing shares of Utah Common Stock (other than shares issued pursuant to paragraph (1)(b) of this Article V) shall be entitled, upon surrender of such certificate or certificates to First National Bank of Boston or such other agent or agents as may be appointed by the Surviving Corporation (the "Exchange Agent"), to receive therefor a certificate or certificates representing the number of full shares of GE Common Stock for which the shares of Utah Common Stock theretofore represented by the certificate or certificates so surrendered shall have been exchanged as aforesaid. On or before the fifth business day following the effective time of the Merger, the Exchange Agent will send a notice and a transmittal form to each holder of an outstanding certificate or certificates, which immediately prior to the effective time of the Merger represented shares of Utah Common Stock, advising such stockholder of the terms of the exchange effected by the Merger, the method of electing the purchase or sale of any fractional share interest (when applicable) as described in paragraph (2) (d) of this Article V, and the procedure for surrendering to the Exchange Agent (which may involve the use of one or more forwarding agents for stockholders) such certificate or certificates for exchange for one or more certificates representing the number of full shares of GE Common Stock which such stockholder is entitled to receive pursuant to the terms of this Agreement. Until so surrendered, each such outstanding certificate which prior to the effective time of the Merger represented shares of Utah Common Stock shall be deemed for all corporate purposes (subject to the further provisions of this paragraph (2)(a)) to evidence ownership of the number of full shares of GE Common Stock for which such shares of Utah Common Stock shall have been so exchanged. After the effective time of the Merger there shall be no further registry of transfers on the records of Utah of Utah Common Stock outstanding immediately prior to the effective time of the Merger, and, if certificates representing such shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for certificates representing full shares of GE Common Stock as herein provided. No dividends or distributions will be paid to persons entitled to receive certificates for shares of GE Common Stock pursuant to paragraph (l)(a) of this Article V until such persons shall have surrendered their certificates which prior to the effective time of the Merger represented Utah Common Stock; provided, however, that when certificates which prior to the effective time of the Merger represented Utah Common Stock shall have been so surrendered, there shall be paid to the holders thereof, but without interest thereon, all dividends and other distributions payable subsequent to, and in respect of a record date after, the effective time of the Merger on the shares of GE Common Stock for which such certificates shall have been so exchanged. 3 |