Attached files
Exhibit
3.3
Unassociated
Document
ROSS
MILLER
Secretary
of State
(775) 684
5708
Website:
www.nvsos.gov
204 North
Carson Street, Ste 1
Carson
City, Nevada 89701-4299
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
PAGE
1
Articles
of Merger
(Pursuant
to NRS Chapter 92A - excluding 92A.200(4b))
1) Name
and jurisdiction of organization of each constituent entity (NRS 92A.200). If
there are more than four merging entities, check box o and attach an 81/2" x
11'' blank sheet containing the required information for each additional
entity.
Alamo Energy Corp. |
Name
of merging entity
Nevada | Corporation |
Jurisdiction | Entity type* |
Name
of Merging entity
Jurisdiction | Entity type* |
Name
of merging entity
Jurisdiction | Entity type* |
Name
of merging entity
Jurisdiction | Entity type* |
and,
Green Irons Holdings Corp. (to be renamed Alamo Energy Corp.) |
Name
of surviving entity
Nevada
|
Corporation |
Jurisdiction | Entity type* |
*Corporation,
non-profit corporation, limited partnership, limited-liability company or
business trust.
Filing
Fee: $350.00
This form
must be accompanied by appropriate fees.
Nevada
Secretary of State 92A Merger Page 1
Revised:
3-26-09
1
ROSS
MILLER
Secretary
of State
(775) 684
5708
Website:
www.nvsos.gov
204 North
Carson Street, Ste 1
Carson
City, Nevada 89701-4299
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
PAGE
2
2)
Forwarding address where copies of process may be sent by the Secretary of State
of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1
90):
Attn:
_________________________________
c/o:
_________________________________
3)
(Choose one)
o The undersigned
declares that a plan of merger has been adopted by each constituent entity (NRS
92A.200).
x The undersigned
declares that a plan of merger has been adopted by the parent domestic entity
(NRS 92A.180)
4)
Owner's approval (NRS 92A.200) (options a, b, or c must be used, as applicable,
for each entity) (if there are more than four merging entities, check
box o and
attach an 8 1/2" x 11'' blank sheet containing the required information for each
additional entity):
(a)
Owner's approval was not required from
Alamo Energy Corp. |
Name of
merging entity, if applicable
Name of
merging entity, if applicable
Name of
merging entity, if applicable
Name of
merging entity, if applicable
and,
or;
Green Irons Holdings Corp. (to be renamed Alamo Energy Corp.) |
Name of
surviving entity, if applicable
This form
must be accompanied by appropriate fees.
Nevada
Secretary of State 92A Merger Page 2
Revised:
3-26-09
2
ROSS
MILLER
Secretary
of State
(775) 684
5708
Website:
www.nvsos.gov
204 North
Carson Street, Ste 1
Carson
City, Nevada 89701-4299
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
PAGE
3
(b) The
plan was approved by the required consent of the owners of*:
Name of
merging entity, if applicable
Name of
merging entity, if applicable
Name of
merging entity, if applicable
Name of
merging entity, if applicable
and,
or;
Name of
surviving entity, if applicable
* Unless
otherwise provided in the certificate of trust or governing instrument of a
business trust, a merger must be approved by all the trustees and beneficial
owners of each business trust that is a constituent entity in the
merger.
This form
must be accompanied by appropriate fees.
Nevada
Secretary of State 92A Merger Page 3
Revised:
3-26-09
3
ROSS
MILLER
Secretary
of State
(775) 684
5708
Website:
www.nvsos.gov
204 North
Carson Street, Ste 1
Carson
City, Nevada 89701-4299
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
PAGE
4
(c)
Approval of plan of merger for Nevada non-profit corporation (NRS
92A.160):
The plan
of merger has been approved by the directors of the corporation and by each
public officer or other person whose approval of the plan of merger is required
by the articles of incorporation of the domestic corporation.
Name of
merging entity, if applicable
Name of
merging entity, if applicable
Name of
merging entity, if applicable
Name of
merging entity, if applicable
and,
or;
Name of
surviving entity, if applicable
This form
must be accompanied by appropriate fees.
Nevada
Secretary of State 92A Merger Page 4
Revised:
3-26-09
4
ROSS
MILLER
Secretary
of State
(775) 684
5708
Website:
www.nvsos.gov
204 North
Carson Street, Ste 1
Carson
City, Nevada 89701-4299
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
PAGE
5
5)
Amendments, if any, to the articles or certificate of the surviving entity.
Provide article numbers, if available. (NRS 92A.200)*:
Article
1 of the surviving corporation’s Articles of Incorporation shall be
amended in its entirety to read as follows:
“The
name of the Corporation is: Alamo Energy Corp.”
|
6)
Location of Plan of Merger (check a or b):
o (a) The entire
plan of merger is attached;
or,
x (b) The entire
plan of merger is on file at the registered office of the surviving corporation,
limited-liability company or business trust, or at the records office address if
a limited partnership, or other place of business of the surviving entity (NRS
92A.200).
7) Effective date (optional)**: | November 19,2009 |
* Amended
and restated articles may be attached as an exhibit or integrated into the
articles of merger. Please entitle them ''Restated'' or ''Amended and
Restated,'' accordingly. The form to accompany restated articles prescribed by
the secretary of state must accompany the amended and/or restated articles.
Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning
90% or more of subsidiary), the articles of merger may not contain amendments to
the constituent documents of the surviving entity except that the name of the
surviving entity may be changed.
** A
merger takes effect upon filing the articles of merger or upon a later date as
specified in the articles, which must not be more than 90 days after the
articles are filed (NRS 92A.240).
This form
must be accompanied by appropriate fees.
Nevada
Secretary of State 92A Merger Page 5
Revised:
3-26-09
5
ROSS
MILLER
Secretary
of State
(775) 684
5708
Website:
www.nvsos.gov
204 North
Carson Street, Ste 1
Carson
City, Nevada 89701-4299
Articles
of Merger
(PURSUANT
TO NRS 92A.200)
PAGE
6
8)
Signatures - Must be signed by: An officer of each Nevada corporation; All
general partners of each Nevada limited partnership; All general partners of
each Nevada limited-liability limited partnership; A manager of each Nevada
limited-liability company with managers or one member if there are no managers;
A trustee of each Nevada business trust (NRS 92A.230)*
(if there
are more than four merging entities, check box o and attach an 8 1/2''
x 11"
blank sheet containing the required information for each additional
entity.):
Alamo Energy Corp. |
Name of
merging entity
/s/ Sandy McDougall | President | 11/18/2009 |
Signature Sandy McDougall | Title | Date |
Name of
merging entity
Signature | Title | Date |
Name of
merging entity
Signature | Title | Date |
Name of
merging entity
Signature | Title | Date |
Green Irons Holdings Corp. (to
be renamed Alamo Energy
Corp.)
|
Name of
surviving entity
|
||
/s/
Sandy McDougall
|
President | 11/18/2009 |
Signature Sandy McDougall | Title | Date |
* The
articles of merger must be signed by each foreign constituent entity in the
manner provided by the law governing it (NRS 92A.230). Additional signature
blocks may be added to this page or as an attachment, as needed.
IMPORTANT:
Failure to include any of the above information and submit with the proper fees
may cause this filing to be rejected.
This form
must be accompanied by appropriate fees.
Nevada
Secretary of State 92A Merger Page 6
Revised:
3-26-09