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VIASTAR SERVICES CORPORATION ARTICLES OF CONVERSION

Limited Partnership Agreement

VIASTAR SERVICES CORPORATION ARTICLES OF CONVERSION | Document Parties: TRANSCORE HOLDINGS INC | VIASTAR SERVICES CORPORATION You are currently viewing:
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TRANSCORE HOLDINGS INC | VIASTAR SERVICES CORPORATION

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Title: VIASTAR SERVICES CORPORATION ARTICLES OF CONVERSION
Date: 6/10/2004

VIASTAR SERVICES CORPORATION ARTICLES OF CONVERSION, Parties: transcore holdings inc , viastar services corporation
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<PAGE>

 

                                                                    EXHIBIT 3.26

 

                          VIASTAR SERVICES CORPORATION

 

                             ARTICLES OF CONVERSION

 

      Pursuant to the provisions of Article 5.17 of the Texas Business

Corporation Act and Section 2.15 of the Texas Revised Limited Partnership Act,

the undersigned converting entity certifies the following Articles of Conversion

adopted for the purpose of effecting a conversion in accordance with the

provisions of the Texas Business Corporation Act and the Texas Revised Limited

Partnership Act.

 

      1. A Plan of Conversion was approved and adopted in accordance with the

provisions of Article 5.03 of the Texas Business Corporation Act providing for

the conversion of Viastar Services Corporation, a corporation incorporated under

the Texas Business Corporation Act to Viastar Services, LP, a Texas Limited

Partnership.

 

      2. An executed Plan of Conversion is on file at the principal place of

business of the converting entity at 2700 S. Kaufman, Ennis, TX 75119 and, from

and after the conversion, an executed Plan of Conversion will be on file at the

principal place of business of the converted entity at 8158 Adams Drive, Liberty

Centre, Building 200, Hummelstown PA 17036.

 

      3. A copy of the Plan of Conversion will be furnished by the converting

entity (prior to the conversion) or by the converted entity (after the

conversion) on written request and without cost to any shareholder or member of

the converting entity or the converted entity.

 

      4. The approval of the Plan of Conversion was duly authorized by all

action required by the laws under which Viastar Services Corporation is

incorporated and by its constituent documents. The number of outstanding shares

of each class or series of stock of Viastar Services Corporation entitled to

vote, with other shares or as a class, on the Plan of Conversion are as follows:

 

<TABLE>

<CAPTION>

NUMBER OF SHARES OUTSTANDING      CLASS OR SERIES     NUMBER OF SHARES ENTITLED TO VOTE

                                                    AS A CLASS OR SERIES

<S>                               <C>                 <C>

500,000                              Common                 500,000

</TABLE>

 

      5. The number of shares, not entitled to vote onl


 
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