Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 2.26M
Business-Combination Transaction
8: EX-3.10 Bylaws 12 56K
9: EX-3.11 Amended and Restated Certificate of Incorporation 17 70K
10: EX-3.12 Bylaws 17 73K
11: EX-3.13 Articles of Incorporation 8 38K
12: EX-3.14 Bylaws 21 92K
13: EX-3.15 Articles of Incorporation 3 22K
14: EX-3.16 Bylaws 10 43K
15: EX-3.17 Certificate of Formation 2 18K
16: EX-3.18 Certificate of Amendment of the Certificate of 2 18K
Formation
17: EX-3.19 Limited Liability Company Agreement 14 56K
18: EX-3.20 Certificate of Formation 2 18K
19: EX-3.21 Certificate of Amendment of the Certificate of 2 18K
Formation
20: EX-3.22 Limited Liability Company Agreement 14 55K
21: EX-3.23 Certificate of Incorporation 8 41K
22: EX-3.24 Certificate of Amendment of the Certificate of 2 19K
Incorporation
23: EX-3.25 Amended and Restated Bylaws 11 53K
24: EX-3.26 Articles of Incorporation 3 22K
25: EX-3.27 Bylaws 9 42K
26: EX-3.28 Certificate of Incorporation 3 20K
27: EX-3.29 Bylaws 21 57K
28: EX-3.30 Certificate of Formation 2 18K
29: EX-3.31 Certificate of Amendment to the Certificate of 2 19K
Formation
30: EX-3.32 Limited Liability Company Agreement 10 41K
31: EX-3.33 Certificate of Limited Partnership 5 24K
32: EX-3.34 Limited Partnership Agreement 12 47K
33: EX-3.35 Certificate of Limited Partnership 5 24K
34: EX-3.36 Limited Partnership Agreement 12 48K
35: EX-3.37 Certificate of Incorporation 4 22K
36: EX-3.38 Certificate of Merger 3 20K
37: EX-3.39 Bylaws 20 83K
2: EX-3.4 Amended and Restated Articles of Incoporation 3 21K
3: EX-3.5 Amended and Restated Bylaws 17 98K
4: EX-3.6 Certificate of Limited of Partnership 3 24K
5: EX-3.7 Limited Partnership Agreement 11 48K
6: EX-3.8 Certificate of Incorporation 5 24K
7: EX-3.9 Certificate of Amendment of Certificate of 2 19K
Incorporation
38: EX-5.1 Opinion of Bryan Cave LLP HTML 29K
39: EX-5.2 Opinion of Oppenheimer Wolff & Donnelly LLP HTML 32K
40: EX-21.1 List of Subsidiaries 2 21K
41: EX-23.1 Consent of Bdo Seidman LLP HTML 18K
42: EX-23.2 Consent of Kpmg LLP HTML 20K
43: EX-25.1 Statement of Eligibility on Form T-1 HTML 48K
44: EX-99.1 Form of Letter of Transmittal HTML 85K
45: EX-99.2 Form of Letter to Brokers, Dealers HTML 25K
46: EX-99.3 Form of Letter to Clients HTML 28K
47: EX-99.4 Form of Notice of Guaranteed Delivery HTML 30K
EX-3.38 — Certificate of Merger
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Exhibit 3.38
Certificate of Merger of E.B. International, Inc. with and into
EB International Holdings, Inc.
CERTIFICATE OF MERGER
OF
E.B. INTERNATIONAL, INC.
WITH AND INTO
EB INTERNATIONAL HOLDINGS, INC.
**********
The undersigned corporation
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:
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NAME STATE OF INCORPORATION
---- ----------------------
E.B. International, Inc. Pennsylvania
EB International Holdings, Inc. Delaware
SECOND: That an Agreement of Merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware.
THIRD: That the name of the surviving corporation of the merger is EB
International Holdings, Inc., a Delaware corporation.
FOURTH: That the Certificate of incorporation of EB International Holdings,
Inc., a Delaware corporation which is surviving the merger, shall be the
Certificate of Incorporation of the surviving corporation.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:31 PM 11/15/2001
010578217 - 3371190
FIFTH: That the executed Agreement of Merger is on file at an office of the
surviving corporation, the address of which is 931 S. Matlack Street, West
Chester, PA 19803.
SIXTH: That 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 each foreign corporation which is
a party to the merger is as follows:
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Corporation Class Number of Shares Par value per share
----------- ----- ---------------- -------------------
E.B. International, Inc. Common 1000 $1.00
EIGHTH: That this Certificate of Merger shall be effective on upon filing.
Dated: November 13th, 2001.
EB INTERNATIONAL HOLDINGS, INC.
By: /s/ Illegible
------------------------------------
Name: Illegible
Title: President
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