Exhibit 3.1.3
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
SKYTERRA COMMUNICATIONS, INC.
INTO
RARE MEDIUM GROUP, INC.
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Pursuant to Sections 103 and 253 of the
General Corporation Law of the State of Delaware
_________________________________________________________________
Rare Medium Group, Inc., a Delaware corporation (the "Corporation"),
does hereby certify:
FIRST: The Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.
SECOND: The Corporation owns 100% of the outstanding shares of each
class of the capital stock of SkyTerra Communications, Inc., a Delaware
corporation (the "Subsidiary").
THIRD: The Board of Directors of the Corporation, by resolutions duly
adopted at a meeting held on August 14, 2003 (true and correct copies of which
are attached hereto as Exhibit A), has authorized the merger of the Subsidiary
with and into the Corporation (the "Merger"). Such resolutions have not been
modified or rescinded and are in full force and effect on the date hereof.
FOURTH: The Corporation shall be the surviving corporation of the
Merger (the "Surviving Corporation").
FIFTH: At the effective time of the Merger the name of the Surviving
Corporation shall be changed to SkyTerra Communications, Inc.
IN WITNESS WHEREOF, Rare Medium Group, Inc. caused this Certificate
of Ownership and Merger to be executed in its corporate name this 23rd day of
September, 2003.
RARE MEDIUM GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Secretary
