CVS » Topics » Delaware General Corporation Law

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Company with and into the Corporation pursuant to Section 253 of the DGCL, which resolutions have not been amended or rescinded and are in full force and effect.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

 

CVS/CAREMARK CORPORATION

By:

 

/s/ Zenon P. Lankowsky

 

Name: Zenon P. Lankowsky

 

Title: Secretary

 

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