This excerpt taken from the CVS 10-Q filed Nov 1, 2007.
Delaware General Corporation Law
CVS/Caremark Corporation (the Corporation), a corporation organized and existing under the Delaware General Corporation Law (the DGCL), does hereby certify that:
1. The Corporation owns of record 100% of the outstanding shares (the Shares) of common stock of CVS Name Change Merger Sub Inc., a Delaware corporation (the Company), the Shares being the only stock of the Company that are issued and outstanding.
2. At a meeting on May 9, 2007, the Board of Directors of the Corporation adopted the resolutions attached as Exhibit 1 hereto providing for the merger (the Merger) of the Company with and into the Corporation pursuant to Section 253 of the DGCL, which resolutions have not been amended or rescinded and are in full force and effect.
3. The Corporation shall be the surviving corporation in the Merger and, from and after the time of the Merger, the name of the surviving corporation shall be CVS Caremark Corporation.
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Ownership and Merger to be duly executed in its corporate name by its duly authorized officer.
Dated: May 9, 2007