TPTX » Topics » Surviving Corporation

This excerpt taken from the TPTX 8-K filed Oct 5, 2009.
Surviving Corporation”) and that the Surviving Corporation shall be wholly owned by TorreyPines immediately subsequent to the effective time of the merger.

FOURTH:        The Certificate of Incorporation of the Surviving Corporation shall be its certificate of incorporation, as amended.

FIFTH:               That the executed copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation at 9 Commercial Boulevard, Suite 200, Novato, CA 94949.

SIXTH:              That this Certificate of Merger shall be effective at 8:02 P.M., Eastern Daylight Time, on September 29, 2009.

SEVENTH:       That a copy of the Merger Agreement will be furnished by the Surviving Corporation, upon request and without cost to any stockholder of either Constituent Corporation.



LEGAL_US_W # 62767658. 1




IN WITNESS WHEREOF, Raptor Pharmaceuticals Corp. has caused this Certificate of Merger to be executed by its duly authorized officer this 29th day of September, 2009.




By: /s/ Kim R. Tsuchimoto

Name: Kim R. Tsuchimoto

Title:   Chief Financial Officer




LEGAL_US_W # 62767658.1




"Surviving Corporation" elsewhere:

NexMed (NEXM)
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