EX-3.98 99 dex398.htm ARTICLES OF INCORPORATION OF ROBINSON PROPERTY GROUP CORP. Articles of Incorporation of Robinson Property Group Corp.

Exhibit 3.98

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EXHIBIT A

PLAN OF MERGER

Plan of Merger adopted for Robinson Property Group, Limited Partnership, a limited partnership organized under the laws of the State of Mississippi on June 7, 1993 and adopted for Robinson Property Group Corp., a corporation organized under the laws of the State of Mississippi on October 31, 2005:

1. The name and address of the merging entity is Robinson Property Group, Limited Partnership, One Harrah’s Court, Las Vegas, Nevada 89119, and it is governed by the laws of the State of Mississippi.

2. The name and address of the surviving entity is Robinson Property Group Corp., One Harrah’s Court, Las Vegas, Nevada 89119, and it is governed by the laws of the State of Mississippi.

3. Robinson Property Group, Limited Partnership and Robinson Property Group Corp. shall, pursuant to the provisions of the laws of the State of Mississippi, be merged with and into a single entity, to wit, Robinson Property Group Corp., which shall be the surviving entity and which shall continue to exist as said resulting entity under the name “Robinson Property Group Corp.” pursuant to the provisions of the Mississippi Code of 1972, as amended. The separate existence of Robinson Property Group, Limited Partnership, which is sometimes referred to as the “merging entity”, shall cease upon the effective date of the merger pursuant to the provisions of the Mississippi Code of 1972, as amended.

4. The Articles of Incorporation and the Bylaws of Robinson Property Group Corp. when the merger becomes effective shall be the Articles of Incorporation and the Bylaws of the surviving entity and said Articles of Incorporation and the Bylaws shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the Mississippi Code of 1972, as amended.

5. The Board of Directors of Robinson Property Group Corp. when the merger becomes effective shall be the Board of Directors of the surviving entity.

6. At the effective time of the merger and without any action on the part of the merging or the surviving entity, all of the partnership interests of Robinson Property Group, Limited Partnership, shall be cancelled and retired and cease to exist and no consideration shall be delivered in exchange therefore.

7. The officers of the General Partner of Robinson Property Group, Limited Partnership and the officers of Robinson Property Group Corp. are hereby authorized, empowered and directed to do any and all acts and things, and to make, execute, deliver, file, and record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided.

The effective time of the Plan of Merger, and the time when the merger therein agreed upon shall become effective, shall be 12:00 a.m., January 1, 2006.