ATVI » Topics » A DELAWARE CORPORATION

This excerpt taken from the ATVI DEFA14A filed Dec 6, 2007.

A DELAWARE CORPORATION

 

Pursuant to Section 251 of the General
Corporation Law of the State of Delaware

Sego Merger Corporation, a Delaware Corporation, does hereby certify:

 

FIRST: The names and states of incorporation of the constituent corporation to this merger are as follows:

 

Sego Merger Corporation

 

Delaware

 

 

 

Vivendi Games, Inc.

 

Delaware

 

SECOND:  A business combination agreement has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251 of the General Corporation Law of the State of Delaware.

 

THIRD: The name of the corporation surviving the merger is Vivendi Games, Inc. (the “Surviving Corporation”).

 

FOURTH: The Amended and Restated Certificate of Incorporation of Vivendi Games, Inc. shall be the Certificate of Incorporation of the Surviving Corporation.

 

FIFTH:  The executed agreement and plan of merger is on file at an office of the Surviving Corporation, at the following address:

 

Vivendi Games, Inc.

c/o Activision, Inc.

3100 Ocean Park Boulevard

Santa Monica, California 90405

 

SIXTH:  A copy of the agreement and plan of merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.

 

[Signature Page Follows]

 

1



 

IN WITNESS WHEREOF, Sego Merger Corporation has caused this Certificate of Merger to be executed in its corporate name as of                 , 20   .

 

 

 

SEGO MERGER CORPORATION

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

Title:

 



 

This excerpt taken from the ATVI 8-K filed Dec 6, 2007.

A DELAWARE CORPORATION

 

Pursuant to Section 251 of the General
Corporation Law of the State of Delaware

Sego Merger Corporation, a Delaware Corporation, does hereby certify:

 

FIRST: The names and states of incorporation of the constituent corporation to this merger are as follows:

 

Sego Merger Corporation

 

Delaware

 

 

 

Vivendi Games, Inc.

 

Delaware

 

SECOND:  A business combination agreement has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251 of the General Corporation Law of the State of Delaware.

 

THIRD: The name of the corporation surviving the merger is Vivendi Games, Inc. (the “Surviving Corporation”).

 

FOURTH: The Amended and Restated Certificate of Incorporation of Vivendi Games, Inc. shall be the Certificate of Incorporation of the Surviving Corporation.

 

FIFTH:  The executed agreement and plan of merger is on file at an office of the Surviving Corporation, at the following address:

 

Vivendi Games, Inc.

c/o Activision, Inc.

3100 Ocean Park Boulevard

Santa Monica, California 90405

 

SIXTH:  A copy of the agreement and plan of merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.

 

[Signature Page Follows]

 

1



 

IN WITNESS WHEREOF, Sego Merger Corporation has caused this Certificate of Merger to be executed in its corporate name as of                 , 20   .

 

 

 

SEGO MERGER CORPORATION

 

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

Title:

 



 

EXCERPTS ON THIS PAGE:

DEFA14A
Dec 6, 2007
8-K
Dec 6, 2007

"A DELAWARE CORPORATION" elsewhere:

NVIDIA (NVDA)
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