Fill and Sign the Ex 41 Form of Stockholders Agreement Secgov

- 1 - MERGER AGREEMENT This Merger Agreement ("Agreement") dated as of _____ day of ________, 20___ is made by and among __________________, a ________________ corporation (hereinafter referred to as "__________________"), __________________ (hereinafter "Guarantors"), __________________ a ________________ corporation (hereinafter referred to as "__________________"), __________________, a ________________ limited liability company (hereinafter referred to as "__________________ "), and __________________ and __________________ (hereinafter sometimes collectively referred to as the "__________________"). RECITALS: (a) __________________ is a corporation duly organized and validly existing under the laws of the State of ________________ operating a pallet manufacturing and distribution business in the States of ________________ and _______________. (b) __________________ is a corporation duly organized and validly existing under the laws of the State of ________________, all issued and outstanding shares of which are owned by the __________________. (c) __________________ is a limited liability company duly organized and validly existing under the laws of the State of ________________, having as its members the __________________. (d) __________________ operates a sawmill facility and a manufacturing facility located at __________________, __________________, ________________ (the "Facilities"). __________________ owns the Facilities and the real properties on which the Facilities are
Located. (e) has issued and outstanding shares of the class a common stock of another corporation and all other securities the ownership of which are evidenced by a certificate with the proper official seal of that company. The shares of the class a common stock of the other corporation is held by the guarantors as trustee of the assets of " page 169 the company" (the "corporation"). The terms of the securities will be described in the following section of this covenant. (f) the company hereby agrees to combine with the corporation, and each of them, all their respective assets in whatever proportions may be necessary to effect the purposes of the merger. (g) the company will hold to its trust the property and assets of the company that is not transferred in contemplation of the merger and the rights to such assets of the other corporations. (h) the company will continue to operate its established operations, employ its employees and maintain its office space and office equipment in the cities of (name of the cities) and in other states or places where it shall so elect. (i) the corporation will hold to its trust the property and assets of the corporation that is not transferred in contemplation of the merger and the rights to such assets of the other corporations. (j) the corporation will continue to operate its established operations, employ its employees and maintain its office space and office equipment in the cities of (name of the cities) and in other states or places where it shall so elect. (k) the company will not, after the effective time, change its business or cease its business, and thereafter it will continue its business under the name “sawmill/mining corporation." if the company is not already engaged in the business of offering and selling products manufactured with a saw mill, the company may not thereafter commence such business in the United States. (l) following the merger the company will continue by its own hand, for a minimum of five years, to use its corporate name as the name under which it does business. (m) the company's creditors and the general partners have the right to elect, by their written consent, to exercise, immediately following the consummation of the merger, the following rights. (i) the creditors of the United States must receive in payment for their undivided interest in the assets of the company all distributions of all assets, other than cash, received in the form of cash by the company from any source, including (as applicable) sales of assets, from the