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Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 4.62M
Business-Combination Transaction
2: EX-2.1 Agreement and Plan of Merger HTML 438K
3: EX-3.1 Certificate of Incorporation of Kar Holdings, HTML 71K
Inc., as Amended
12: EX-3.10 Operating Agreement for A.D.E. of Knoxville, LLC, HTML 127K
as Amended
102: EX-3.100 Code of Regulations for Auto Disposal Systems, HTML 78K
Inc.
103: EX-3.101 Articles of Organization of Ads Ashland, LLC HTML 69K
104: EX-3.102 Operating Agreement for Ads Ashland, LLC HTML 117K
105: EX-3.103 Articles of Organization of Ads Priority Transport HTML 60K
Ltd.
106: EX-3.104 Operating Agreement for Ads Priority Transport HTML 118K
Ltd.
107: EX-3.105 Articles of Organization of Dent Demon, LLC HTML 71K
108: EX-3.106 Operating Agreement for Dent Demon, LLC HTML 115K
109: EX-3.107 Certificate of Incorporation of Sioux Falls Auto HTML 76K
Auction, Inc.
110: EX-3.108 By-Laws of Sioux Falls Auto Auction, Inc. HTML 107K
111: EX-3.109 Articles of Incorporation of Zabel & Associates, HTML 64K
Inc.
13: EX-3.11 Articles of Organization of Adesa Ark-La-Tex, LLC HTML 64K
112: EX-3.110 By-Laws of Zabel & Associates, Inc. HTML 107K
14: EX-3.12 Amended and Restated Operating Agreement for Adesa HTML 123K
Ark-La-Tex, LLC, as Amended
15: EX-3.13 Certificate of Formation of Adesa Arkansas, LLC HTML 99K
16: EX-3.14 Operating Agreement for Adesa Arkansas, LLC, as HTML 128K
Amended
17: EX-3.15 Certificate of Formation of Adesa Atlanta, LLC HTML 64K
18: EX-3.16 Amended and Restated Operating Agreement for Adesa HTML 122K
Atlanta, LLC, as Amended
19: EX-3.17 Articles of Organization of Adesa Birmingham, LLC HTML 82K
20: EX-3.18 Operating Agreement for Adesa Birmingham, LLC, as HTML 129K
Amended
21: EX-3.19 Articles of Organization-Conversion of Adesa HTML 69K
California, LLC
4: EX-3.2 By-Laws of Kar Holdings, Inc. HTML 160K
22: EX-3.20 Operating Agreement for Adesa California, LLC, as HTML 116K
Amended
23: EX-3.21 Articles of Organization of Adesa Charlotte, LLC HTML 72K
24: EX-3.22 Operating Agreement for Adesa Charlotte, LLC, as HTML 133K
Amended
25: EX-3.23 Articles of Organization of Adesa Colorado, LLC HTML 95K
26: EX-3.24 Operating Agreement for Adesa Colorado, LLC, as HTML 131K
Amended
27: EX-3.25 Articles of Organization of Adesa Dealer Services, HTML 72K
LLC
28: EX-3.26 Operating Agreement for Adesa Dealer Services, LLC HTML 117K
29: EX-3.27 Articles of Organization of Adesa Des Moines, LLC HTML 85K
30: EX-3.28 Operating Agreement for Adesa Des Moines, LLC, as HTML 132K
Amended
31: EX-3.29 Articles of Organization of Adesa Florida, LLC HTML 75K
5: EX-3.3 Amended and Restated Certificate of Incorporation HTML 69K
of Adesa, Inc.
32: EX-3.30 Operating Agreement for Adesa Florida, LLC, as HTML 129K
Amended
33: EX-3.31 Certificate of Formation of Adesa Impact Texas, HTML 83K
LLC
34: EX-3.32 Operating Agreement for Adesa Impact Texas, LLC, HTML 124K
as Amended
35: EX-3.33 Articles of Organization of Adesa Indianapolis, HTML 72K
LLC
36: EX-3.34 Operating Agreement for Adesa Indianapolis, LLC, HTML 131K
as Amended
37: EX-3.35 Articles of Organization of Adesa Lansing, LLC HTML 110K
38: EX-3.36 Operating Agreement for Adesa Lansing, LLC, as HTML 128K
Amended
39: EX-3.37 Articles of Organization of Adesa Lexington, LLC HTML 78K
40: EX-3.38 Operating Agreement for Adesa Lexington, LLC, as HTML 134K
Amended
41: EX-3.39 Articles of Organization of Adesa Mexico, LLC HTML 71K
6: EX-3.4 Amended and Restated By-Laws of Adesa, Inc. HTML 107K
42: EX-3.40 Operating Agreement for Adesa Mexico, LLC HTML 111K
43: EX-3.41 Certificate of Organization of Adesa Missouri, LLC HTML 91K
44: EX-3.42 Operating Agreement for Adesa Missouri, LLC, as HTML 120K
Amended
45: EX-3.43 Certificate of Formation of Adesa New Jersey, LLC HTML 68K
46: EX-3.44 Operating Agreement for Adesa New Jersey, LLC, as HTML 120K
Amended
47: EX-3.45 Articles of Organization of Adesa New York, LLC HTML 70K
48: EX-3.46 Operating Agreement for Adesa New York, LLC, as HTML 131K
Amended
49: EX-3.47 Articles of Organization of Adesa Ohio, LLC HTML 86K
50: EX-3.48 Operating Agreement for Adesa Ohio, LLC, as HTML 130K
Amended
51: EX-3.49 Articles of Organization of Adesa Oklahoma, LLC HTML 88K
7: EX-3.5 Articles of Organization of Adesa Corporation, LLC HTML 71K
52: EX-3.50 Operating Agreement for Adesa Oklahoma, LLC, as HTML 130K
Amended
53: EX-3.51 Certificate of Organization of Adesa Pennsylvania, HTML 132K
Inc.
54: EX-3.52 Operating Agreement for Adesa Pennsylvania, LLC HTML 115K
55: EX-3.53 Articles of Incorporation of Tri-State Auction HTML 89K
Co., Inc.
56: EX-3.54 By-Laws of Tri-State Auction Co., Inc. HTML 106K
57: EX-3.55 Certificate of Formation of Adesa Phoenix, LLC HTML 63K
58: EX-3.56 Amended and Restated Operating Agreement for Adesa HTML 122K
Phoenix, LLC, as Amended
59: EX-3.57 Certificate of Incorporation of Axle Holdings, HTML 68K
Inc., as Amended
60: EX-3.58 By-Laws of Axle Holdings, Inc. HTML 159K
61: EX-3.59 Articles of Organization of Adesa San Diego, LLC HTML 76K
8: EX-3.6 Operating Agreement for Adesa Corporation, LLC, as HTML 120K
Amended
62: EX-3.60 Amended and Restated Operating Agreement for Adesa HTML 119K
San Diego, LLC, as Amended
63: EX-3.61 Articles of Organization of Adesa-South Florida, HTML 62K
LLC
64: EX-3.62 Amended and Restated Operating Agreement for HTML 115K
Adesa-South Florida, LLC
65: EX-3.63 Articles of Organization of Adesa Southern HTML 72K
Indiana, LLC
66: EX-3.64 Operating Agreement for Adesa Southern Indiana, HTML 132K
LLC, as Amended
67: EX-3.65 Articles of Incorporation of Adesa Texas, Inc. HTML 82K
68: EX-3.66 Amended and Restated Code of By-Laws of Adesa HTML 109K
Texas, Inc.
69: EX-3.67 Articles of Organization of Adesa Virginia, LLC HTML 71K
70: EX-3.68 Operating Agreement for Adesa Virginia, LLC, as HTML 122K
Amended
71: EX-3.69 Certificate of Formation of Adesa Washington, LLC HTML 92K
9: EX-3.7 Articles of Incorporation of A.D.E. of Ark-La-Tex, HTML 74K
Inc.
72: EX-3.70 Operating Agreement for Adesa Washington, LLC, as HTML 130K
Amended
73: EX-3.71 Articles of Organization of Adesa Wisconsin, LLC HTML 103K
74: EX-3.72 Operating Agreement for Adesa Wisconsin, LLC, as HTML 129K
Amended
75: EX-3.73 Articles of Organization of Afc Cal, LLC HTML 69K
76: EX-3.74 Amended and Restated Operating Agreement for Afc HTML 93K
Cal, LLC
77: EX-3.75 Restated Certificate of Limited Partnership of HTML 141K
Asset Holdings Iii, L.P.
78: EX-3.76 Amended and Restated Partnership Agreement for HTML 231K
Asset Holdings Iii, L.P.
79: EX-3.77 Certificate of Organization of Auto Dealers HTML 100K
Exchange of Concord, LLC
80: EX-3.78 Operating Agreement for Auto Dealers Exchange of HTML 132K
Concord, LLC, as Amended
81: EX-3.79 Articles of Organization of Auto Dealers Exchange HTML 99K
of Memphis, LLC
10: EX-3.8 Amended and Restated Code of By-Laws of A.D.E. of HTML 109K
Ark-La-Tex, Inc.
82: EX-3.80 Operating Agreement for Auto Dealers Exchange of HTML 133K
Memphis, LLC, as Amended
83: EX-3.81 Articles of Organization of Automotive Finance HTML 72K
Consumer Division, LLC
84: EX-3.82 Operating Agreement for Automotive Finance HTML 115K
Consumer Division, LLC
85: EX-3.83 Articles of Amend. and Restate. of Articles of HTML 106K
Inc. of Automotive Finance Corp.
86: EX-3.84 Amended and Restated Code of By-Laws of Automotive HTML 80K
Finance Corporation
87: EX-3.85 Articles of Incorporation of Automotive Recovery HTML 90K
Services, Inc.
88: EX-3.86 Amended and Restated Code of By-Laws of Automotive HTML 108K
Recovery Services, Inc.
89: EX-3.87 Articles of Incorporation of Autovin, Inc. HTML 70K
90: EX-3.88 Amended and Restated Code of By-Laws of Autovin, HTML 108K
Inc.
91: EX-3.89 Articles of Incorporation of Par, Inc. HTML 96K
11: EX-3.9 Articles of Organization of A.D.E. of Knoxville, HTML 80K
LLC
92: EX-3.90 Amended and Restated Code of By-Laws of Par, Inc. HTML 109K
93: EX-3.91 Articles of Incorporation of Insurance Auto HTML 251K
Auctions, Inc.
94: EX-3.92 By-Laws of Insurance Auto Auctions, Inc. HTML 151K
95: EX-3.93 Articles of Incorporation of Insurance Auto HTML 107K
Auctions Corp.
96: EX-3.94 By-Laws of Insurance Auto Auctions Corp. HTML 98K
97: EX-3.95 Certificate of Incorporation of Iaa Acquisition HTML 65K
Corp.
98: EX-3.96 By-Laws of Iaa Acquisition Corp. HTML 107K
99: EX-3.97 Articles of Incorporation of Iaa Services, Inc. HTML 94K
100: EX-3.98 By-Laws of Iaa Services, Inc. HTML 101K
101: EX-3.99 Articles of Incorporation of Auto Disposal HTML 83K
Systems, Inc., as Amended
113: EX-4.1 Indenture (Floating Rate Senior Notes) HTML 701K
122: EX-4.10 Second Supplemental Indenture (Fixed Rate Senior HTML 75K
Notes)
123: EX-4.11 Second Supplemental Indenture (Senior Subordinated HTML 76K
Notes)
114: EX-4.2 Indenture (Fixed Rate Senior Notes) HTML 690K
115: EX-4.3 Indenture (Senior Subordinated Notes) HTML 757K
116: EX-4.4 Supplemental Indenture (Floating Rate Senior HTML 81K
Notes)
117: EX-4.5 Supplemental Indenture (Fixed Rate Senior Notes) HTML 81K
118: EX-4.6 Supplemental Indenture (Senior Subordinated Notes) HTML 81K
119: EX-4.7 Exchange and Registration Rights Agreement HTML 252K
120: EX-4.8 Registration Rights Agreement HTML 178K
121: EX-4.9 Second Supplemental Indenture (Floating Rate HTML 75K
Senior Notes)
124: EX-5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom HTML 99K
LLP
125: EX-10.1 Guarantee and Collateral Agreement HTML 287K
132: EX-10.10 Form of Conversion Stock Option Agreement HTML 93K
133: EX-10.11 Form of Amendment to Conversion Stock Option HTML 66K
Agreement
134: EX-10.12 Form of Rollover Stock Option Agreement HTML 101K
135: EX-10.13 Form of Conversion Agreement HTML 90K
136: EX-10.14 Stock Incentive Plan of Kar Holdings, Inc. HTML 109K
137: EX-10.15 Form of Nonqualified Stock Option Agreement HTML 97K
138: EX-10.16 Employment Agreement (John Nordin) HTML 105K
139: EX-10.17 Amendment to Employment Agreement (John Nordin) HTML 62K
140: EX-10.18 Financial Advisory Agreement (Goldman, Sachs & HTML 68K
Co.)
141: EX-10.19 Financial Advisory Agreement (Valueact Capital HTML 69K
Master Fund, L.P.)
126: EX-10.2 Credit Agreement HTML 611K
142: EX-10.20 Financial Advisory Agreement (Pcap, L.P.) HTML 69K
143: EX-10.21 2007 Incentive Plan Executive Management of HTML 69K
Insurance Auto Auctions, Inc.
144: EX-10.22 Amended and Restated Employment Agreement (Thomas HTML 104K
C. O'Brien)
145: EX-10.23 Limited Liability Company Agreement of Kar HTML 78K
Holdings Ii, LLC
146: EX-10.24 Amended and Restated Limited Liability Company HTML 338K
Agm'T of Axle Holdings Ii, LLC
147: EX-10.25 Amendment to Amend & Rest. Limited Liability Co. HTML 65K
Agm'T of Axle Holdings Ii, LLC
148: EX-10.26 First Amend. to Amend & Rest. Ltd. Liability Co. HTML 69K
Agm'T of Axle Holdings Ii, LLC
149: EX-10.27 2007 Annual Incentive Program for Kar Holdings HTML 71K
150: EX-10.28 Tax Sharing Agreement HTML 168K
151: EX-10.29 Trust Indenture HTML 311K
127: EX-10.3 Assumption Agreement HTML 108K
152: EX-10.30 Bond Purchase Agreement HTML 152K
153: EX-10.31 Lease Agreement HTML 272K
154: EX-10.32 Amended and Restated Purchase and Sale Agreement HTML 239K
155: EX-10.33 Amendment No. 1 to Amended and Restated Purchase HTML 75K
and Sale Agreement
156: EX-10.34 Amendment No. 2 to Amended and Restated Purchase HTML 70K
and Sale Agreement
157: EX-10.35 Amendment No. 3 to Amended and Restated Purchase HTML 72K
and Sale Agreement
158: EX-10.36 Third Amended and Restated Receivables Purchase HTML 865K
Agreement
128: EX-10.4 Intellectual Property Security Agreement HTML 127K
129: EX-10.5 Shareholders Agreement HTML 193K
130: EX-10.8 Financial Advisory Agreement (Kelso & Company, HTML 70K
L.P.)
131: EX-10.9 Conversion Option Plan of Kar Holdings, Inc. HTML 105K
159: EX-12.1 Statement of Computation of Ratio of Earnings to HTML 103K
Fixed Charges
160: EX-21.1 Subsidiaries of Kar Holdings, Inc. HTML 81K
161: EX-23.1 Consent of Kpmg LLP HTML 60K
162: EX-23.2 Consent of Pricewaterhousecoopers LLP HTML 58K
163: EX-25.1 Form T-1 (Floating Rate Senior Notes) HTML 132K
164: EX-25.2 Form T-1 (Fixed Rate Senior Notes) HTML 130K
165: EX-25.3 Form T-1 (Senior Subordinated Notes) HTML 130K
166: EX-99.1 Form of Letter to Clients HTML 71K
167: EX-99.2 Form of Letter to Brokers, Dealers HTML 66K
| Certificate of Organization of Auto Dealers Exchange of Concord, LLC |
Exhibit 3.77
CERTIFICATE OF ORGANIZATION
OF
Auto Dealers Exchange of Concord, LLC
1. The name of the corporation is Auto Dealers Exchange of Concord, LLC.
2. The street address of the office in the Commonwealth at which its records will be maintained is 63 Western Avenue, Framington, MA 01701.
3. The nature of the business is the auction of automobiles, and, to engage in any lawful act or activity for which limited liability companies may be organized under the laws of Massachusetts.
4. The company is to have perpetual existence.
5. The name and business address of the agent for service of process required to be maintained by M.G.L. Chapter 156C, Section 5 is:
CT Corporation System
101 Federal Street
6. The name and address of the managers are:
| Donald L. Harris | ||
| 310 E. 96th Street, Suite 400 |
310 E. 96th Street, Suite 400 | |
| Indianapolis, IN 46240 | ||
| Paul J. Lips |
Karen C. Turner | |
| 310 E. 96th Street, Suite 400 |
310 E. 96th Street, Suite 400 | |
| Indianapolis, IN 46240 | ||
| Scott A. Anderson |
||
| 310 E. 96th Street, Suite 400 |
||
7. The name and business address of any person in addition to the manager, who is authorized to execute documents to be filed with the Division is as follows:
Karen C. Turner, Esq.
310 E. 96th Street, Suite 400
IN WIITNESS WHEREOF, the undersigned has executed this Certificate of Organization the 12th day of December, 2003.
ARTICLES OF MERGER
OF
AUTO DEALERS EXCHANGE OF CONCORD, INC.
INTO
AUTO DEALERS EXCHANGE OF CONCORD, LLC
Pursuant to the Massachusetts Statues, the undersigned business entities certify the following Articles of Merger adopted for the purpose of effecting a merger in accordance with the provisions of Massachusetts Business Corporation Act and the Massachusetts Limited Liability Company Act (collectively, the “Acts”).
1. Surviving Company. The name, business address, type of entity and state of jurisdiction of the company that shall survive the merge is as follows:
| Name and Address |
Type of Entity |
State | Organization Date | |||
| Auto Dealers Exchange |
Limited Liability Company | MA | 12/12/03 | |||
| of Concord, LLC |
||||||
| 63 Western Ave. |
||||||
| FEIN: 000855896 |
2. Non-Surviving Corporation. The name, business address, type of entity and state of jurisdiction of the corporation that shall not survive the merge is as follows:
| Name and Address |
Type of Entity |
State | Organization Date | |||
| Auto Dealers Exchange |
Corporation | MA | 9/22/92 | |||
| of Concord, Inc. |
||||||
| 77 Hosmer Street |
||||||
| FEIN: 04-3165540 |
3. The Agreement of Merger.
a. The Agreement of Merger, containing such information as required by the Acts, as set forth in Exhibit A (the “Agreement of Merger”), which provides that Auto Dealers Exchange of Concord, Inc. shall merge into Auto Dealers Exchange of Concord, LLC was approved and adopted in accordance with the Acts and, if applicable, in accordance with the operating agreement by the sole-member of the Surviving Company and the sole-shareholder of the Non-Surviving Corporation.
b. An executed copy of the Agreement of Merger is on file at the principal place of businesses of Auto Dealers Exchange of Concord, Inc. and Auto Dealers Exchange of Concord, LLC and a copy shall be furnished by such entities, on written request and without cost, to any shareholder of each corporation that is a party to the Agreement of Merger and to any creditor or obligee of the parties to the merger at the time of the merger if such obligation is then outstanding.
4. Compliance.
a. The merger is permitted under the Acts and is not prohibited by the articles of organization of Surviving Company that is a party to the merger.
b. These Articles of Merger comply and were executed in accordance with the Acts.
5. Manager of the Surviving Company.
a. The names and addresses of the managers are as follows:
| Donald L. Harris | ||
| 310 E. 96th Street, Suite 400 |
63 Western Ave. | |
| Framingtom, MA 01701 | ||
| Paul J. Lips |
Karen C. Turner | |
| 63 Western Ave. |
63 Western Ave. | |
| Framingtom, MA 01701 | ||
| Scott A. Anderson |
||
| 63 Western Ave. |
||
b. Any and all of the managers are authorized, individually, to execute documents that need to be filed with the Massachusetts Corporations Division.
c. Any and all of the managers are authorized, individually, to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property.
d. There are no amendments or changes to the certificate of organization of the Surviving Company to be effected pursuant to the agreement of merger and all other information required information is already included in the certificate of organization.
6. Purpose of Surviving Company. The purpose of the business is the auction of automobiles, and, to engage in any lawful act or activity for which limited liability companies may be organized under the laws of the Commonwealth of Massachusetts.
7. Fiscal Year. The Surviving Company’s adopted the fiscal year of December 31.
8. Effective Date. The merger will become effective on January 1, 2004 at 12:01 a.m. in accordance with the Acts.
IN WITNESS WHEREOF, the parties hereto have executed these Articles of Merger as of the 22nd day of December, 2003.
| NON-SURVIVING CORPORATION | SURVIVING COMPANY | |||
| Auto Dealers Exchange of Concord, Inc. | Auto Dealers Exchange of Concord, LLC | |||
| /s/ James P. Hallett | /s/ James P. Hallett | |||
| James P. Hallett, President | James P. Hallett, President | |||
| /s/ Karen C. Turner | /s/ Karen C. Turner | |||
| Karen C. Turner, Clerk | Karen C. Turner, Clerk | |||
The undersigned, under the penalties of perjury, hereby certifies that the these Articles of Merger and the Agreement of Merger have been duly executed on behalf of such corporation and has been approved in the manner required by the Acts by the stockholders of such corporation.
| NON-SURVIVING CORPORATION | SURVIVING COMPANY | |||
| Auto Dealers Exchange of Concord, Inc. | Auto Dealers Exchange of Concord, LLC | |||
| /s/ James P. Hallett | /s/ James P. Hallett | |||
| James P. Hallett, President | James P. Hallett, President | |||
| /s/ Karen C. Turner | /s/ Karen C. Turner | |||
| Karen C. Turner, Clerk | Karen C. Turner, Clerk | |||
EXHIBIT A
AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER (“Agreement of Merger”) entered into this 22 day of December, 2004 by and between Auto Dealers Exchange of Concord, Inc. a Massachusetts corporation, (the “Non-Surviving Corporation”) and Auto Dealers Exchange of Concord, LLC a Massachusetts limited liability company, (the “Surviving Company”).
WITNESSETH:
WHEREAS, the Non-Surviving Corporation is a corporation organized under the Massachusetts Business Corporation Act;
WHEREAS, the Surviving Company is a limited liability company organized under the Massachusetts Limited Liability Company Act;
WHEREAS, the Board of Directors of the Non-Surviving Corporation and the Manager of the Surviving Company desire that the Non-Surviving Corporation merge into and reorganize with the Surviving Company pursuant to the provisions of the Massachusetts Business Corporation Act and the Massachusetts Limited Liability Company Act (collectively the “Acts”) and 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, in the manner set forth herein (the “Merger”); and
WHEREAS, the Board of Directors of the Non-Surviving Corporation and the Member of the Surviving Company have approved and adopted this Agreement of Merger in accordance with the Acts.
NOW, THEREFORE, the parties agree that the Non-Surviving Corporation shall merge with and into the Surviving Company in accordance with the following provisions:
ARTICLE I
Parties to the Merger
Section 1.1. The Surviving Company. The name of the limited liability company in which shall survive the Merger is “Auto Dealers Exchange of Concord, LLC”.
Section 1.2. The Non-Surviving Corporation. The name of the corporation proposing to merge with and into the Surviving Company is “Auto Dealers Exchange of Concord, Inc”.
ARTICLE II
Terms and Conditions of the Merger
and Mode of Carrying the Merger Into Effect
Section 2.1. Effective Time of the Merger. The “Effective Time of the Merger” shall be January 1, 2004 at 12:01 a.m.
Section 2.2. Effect of the Merger. At the Effective Time of the Merger, the Non-Surviving Corporation shall merge with and into the Surviving Company, and the separate existence of the Non-Surviving Corporation shall cease.
Section 2.3. Ownership and Shares. The Non-Surviving Corporation and the Surviving Company are whole-owned by ADESA Corporation. Upon the effectiveness the Merger, all of issued and outstanding common shares of the Non-Surviving Corporation will be canceled and the certificates issued will be surrendered and the sole Shareholder will be the sole Member of the Surviving Company.
Section 2.4. Director and Manager Approval. The Board of Directors of the Non-Surviving Corporation and the Manager of the Surviving Company have duly authorized the Merger and approved and adopted this Agreement of Merger in accordance with the Acts.
Section 2.5. Shareholder and Member Approval. The sole-shareholder of the Non-Surviving Corporation and the Member of the Surviving Company have approved this Agreement of Merger in accordance with the Acts. This Agreement of Merger shall be executed, acknowledged, filed and recorded as required for accomplishing a merger under the applicable provisions of the Acts.
ARTICLE III
The Surviving Company
Section 3.1. Operating Agreement. The Operating Agreement of the Surviving Company as existing at the Effective Time of the Merger shall continue as such in full force and effect until altered, amended or repealed.
Section 3.2. Purpose of the Surviving Company. The purpose of the business is the auction of automobiles, and, to engage in any lawful act or activity for which limited liability companies may be organized under the laws of the Commonwealth of Massachusetts.
ARTICLE IV
Manager and Officers
Section 4.1. Manager. ADESA Corporation shall be the manager of the Surviving Company. The business address of the Manager is 310 E. 96th Street, Ste. 400, Indianapolis, IN 46240.
Section 4.2. Officers. Each person named below shall hold the office(s) of the Surviving Company listed next to his or her name, to hold such office(s) until the their successor is elected at a meeting of the Manager of the Surviving Company thereafter.
| Name |
Office(s) | |
| President | ||
| Donald L. Harris |
Vice President | |
| Secretary | ||
| Paul J. Lips |
Treasurer | |
| Scott A. Anderson |
Assistant Treasurer |
Section 4.3. Authority of Manager.
a. Any and all of the managers are singularly authorized to execute documents that need to be filed with the Massachusetts Corporations Division.
b. Any and all of the managers are singularly authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property.
c. There are no amendments or changes to the certificate of organization of the Surviving Company to be effected pursuant to the agreement of merger and all other information required information is already included in the certificate of organization.
ARTICLE V
Further Assurances
At the Effective Time of the Merger, the Non-Surviving Corporation will allocate all real estate, property rights and assets to the Surviving Company, and the Surviving Company is liable for all outstanding debts, litigation and obligations of the Non-Surviving Corporation.
If at any time the Surviving Company shall consider or be advised that any further assignment, assurance or any other action is necessary or desirable to vest in the Surviving Company, the title to any property or right of the Non-Surviving Corporation or otherwise to carry out the proposes of this Agreement of Merger, the proper officers and directors of the Non-Surviving Corporation shall execute and make all such proper assignments or assurances and take such other actions. The proper managers of the Surviving Company are hereby authorized in the name of the Non-Surviving Corporation, as taxpayer or otherwise, to take any and all such action.
IN WITNESS WHEREOF, the parties hereto have approved, adopted and executed the Agreement of Merger as of the 22nd day of December, 2003.
| NON-SURVIVING CORPORATION | SURVIVING COMPANY | |||
| Auto Dealers Exchange of Concord, Inc. | Auto Dealers Exchange of Concord, LLC | |||
| /s/ James P. Hallett | /s/ James P. Hallett | |||
| James P. Hallett, President | James P. Hallett, President | |||
| /s/ Karen C. Turner | /s/ Karen C. Turner | |||
| Karen C. Turner, Clerk | Karen C. Turner, Clerk | |||
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 1/25/08 | |||
| Filed on: | 1/24/08 | |||
| 1/1/04 | 3 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 OPENLANE, Inc. 10-K 12/31/23 112:14M 11/02/23 OPENLANE, Inc. 10-Q 9/30/23 68:7.4M 8/03/23 OPENLANE, Inc. 10-Q 6/30/23 66:7.3M 5/03/23 OPENLANE, Inc. 10-Q 3/31/23 60:6.8M 3/22/23 OPENLANE, Inc. 10-Q/A 9/30/22 62:7.2M 3/22/23 OPENLANE, Inc. 10-Q/A 6/30/22 61:7M 3/22/23 OPENLANE, Inc. 10-Q/A 3/31/22 61:6.1M 3/09/23 OPENLANE, Inc. 10-K 12/31/22 111:15M 11/02/22 OPENLANE, Inc. 10-Q 9/30/22 62:9.3M 8/03/22 OPENLANE, Inc. 10-Q 6/30/22 58:7.4M 5/04/22 OPENLANE, Inc. 10-Q 3/31/22 59:6.4M 2/23/22 OPENLANE, Inc. 10-K 12/31/21 110:15M 11/03/21 OPENLANE, Inc. 10-Q 9/30/21 57:6.9M 8/04/21 OPENLANE, Inc. 10-Q 6/30/21 55:6.8M 5/05/21 OPENLANE, Inc. 10-Q 3/31/21 57:5.6M 2/18/21 OPENLANE, Inc. 10-K 12/31/20 105:14M 11/04/20 OPENLANE, Inc. 10-Q 9/30/20 68:9.7M 8/05/20 OPENLANE, Inc. 10-Q 6/30/20 67:8.8M |