Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report 3 13K
3: EX-2 (J) Cert. of Merger of Reset, Inc. Into Xceed Inc. 2 6K
2: EX-2 (K) Cert. of Merger of Mercury Seven Into X-Ceed 2 6K
4: EX-20 (G) Notice of Redemption Dated January 22, 1999 3 12K
EX-2 — (J) Cert. of Merger of Reset, Inc. Into Xceed Inc.
EX-2 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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CERTIFICATE OF MERGER
of
RESET, INC.
Into
XCEED INC.
Pursuant to Section 251(c) of the
State of Delaware General Corporation Law
The undersigned, being the Surviving corporation, hereby sets
forth as follows:
FIRST: The name of the Surviving corporation is Xceed Inc.; its state of
incorporation is Delaware.
SECOND: The name of the Non-Surviving corporation is Reset, Inc.; its state
of incorporation is Delaware.
THIRD: An Agreement of Merger has been approved, adopted, certified,
executed and acknowledged by each constituent corporation in accordance with
Section 251 of the State of Delaware General Corporation Law.
FOURTH: The Certificate of Incorporation of Xceed Inc. shall be the
Certificate of Incorporation of the Surviving corporation.
FIFTH: The executed Agreement of Merger is on file at the principal place
of business of the Surviving corporation; the address of said principal place of
business is as follows:
488 Madison Avenue
New York, New York 10022
SIXTH: A copy of the Agreement of Merger will be furnished by the Surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.
SEVENTH: The authorized capital stock of the Non-Surviving corporation
which is incorporated under the laws of the State of Delaware is 100 shares of
Common Stock, no par value per share.
IN WITNESS WHEREOF, this Certificate is hereby executed this 8th day of
January, 1999.
XCEED INC.
Surviving Corporation
By: /s/ Werner Haase
Werner Haase, Chief Executive Officer
2
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