AGREEMENT OF MERGER, dated this 27th day of September, 1961, made by and
between Magic Fingers, Inc., party of the first part, a corporation organized
and existing under and by virtue of the laws of the State of Delaware, and Magic
Fingers, Inc., Party of the second part, a corporation organized and existing
under and by virtue of the laws of the State of New Jersey.
WITNESSETH that:
WHEREAS, the said two corporations parties to this. agreement, deem it
advisable that the party of the first part, merge into itself the party of the
second part, and likewise, that the party of the second part be merged into the
party of the first part and
WHEREAS, the General Corporation Law of the State of Delaware permits the
merger into a corporation of the state of Delaware of corporations of other
states, and, likewise the provisions of Title 14, Corporations, General, Chapter
12, Revised Statutes of 1937, of the State of New Jersey, permit the merger of a
corporation of the State of New Jersey into a corporation of another state,
providing the corporations are organized for the purpose of carrying on business
of the same or of a similar nature, and
WHEREAS, the party of the first part, under its certificate of
incorporation, which was filed in the office of the Secretary of State of
Delaware, on the 28th day of July, 961, and was recorded in the office of the
Recorder of Deeds for New Castle County, on the 28th day of July, 1961, has an
authorized capital stock of four hundred thousand (400,000) shares of the par
value of ten cents ($ .10) each amounting in the aggregate to forty thousand
(40,000) of which it has, now outstanding ten thousand (10,000) shares; and
WHEREAS, the party of the second part, under its certificate of
incorporation which was filed In the office of the Secretary of State of New
Jersey on or about the 24th day of December, 1959, and recorded in the office of
the Clerk of Xxxxxx County, New Jersey, on or about the 30th day of December,
1961, has an authorized capital stock of forty thousand dollars ($40,000)
divided into four hundred thousand (400,000) shares of Capital stock of the par
value of ten cents ($ .10) per share, of which there have been issued and are
outstanding one hundred and twenty-five thousand (125,000) shares, and
WHEREAS, the principal and registered office of the party of the second
part in the State of New Jersey, is at 00 Xxxxxxxx Xxxxx in the City of Jersey
City, County of Xxxxxx, and The Corporation Trust Company is the agent therein,
in charge thereof, and upon whom process against said corporation may be served
within said state, and
WHEREAS, the party of the first part, a corporation of the State of
Delaware, the surviving corporation, and the party of the second part, a
corporation of the State of New Jersey, are organized for the purpose of
carrying on business of the same or of a similar character, and
WHEREAS, none of the corporations, parties to this agreement, is a public
utility as defined in Title 48, Revised Statutes of New Jersey,
NOW THEREFORE the corporations parties to this agreement, by and between
their respective boards of directors, have agreed and do hereby agree, each with
the other, that the party of the first part merge into itself the party of the
second part, and likewise that the party of the second part, be merged into the
party of the first part, pursuant to the provisions of the General Corporation
Law of Delaware and the provisions of Title 14, Corporations, General, Chapter
12, Revised Statutes of 1937 of New Jersey, and do hereby agree upon and
prescribe the terms and conditions of said merger and the mode of carrying the
same into effect as follows:
30
ARTICLE ONE.
The party of the first part hereby merge& into itself the party of the second
part, and likewise, the party of the second part is merged into the party of the
first part, which is the surviving corporation, and shall be governed by the
General Corporation Law of the State of Delaware, and which is hereinafter in
this agreement referred to as the surviving corporation.
ARTICLE TWO.
The terms and conditions of this merger, and the mode of carrying it into
effect, are as follows:
The by-laws of the party of the first part shall remain and be the by-laws of
the surviving corporation until the same shall be altered or amended according
to the provisions thereof and in the manner permitted by the statutes of the
State of Delaware, or by this agreement.
The board of directors of the surviving corporation, who shall merge the affairs
of said corporation for the first year after the effective date of this
agreement of marger, or until their successors are elected and shall have
qualified, shall consist of those persons who are now directors of the party of
the first part.
The first annual meeting of the stockholders of the surviving corporation, to be
held after the effective date of the merger, shall be the annual meeting
provided, or to be provided by the by-laws of the said corporation, for the year
1962.
All persons who at the date when the agreement of merger shall become effective
shall be the executive or administrative officers of the party of the first part
shall be and remain like officers of the surviving corporation, until the board
of directors of such corporation shall elect their respective successors.
The directors of each of the corporations, parties to this agreement, shall
enter into this agreement, whereupon it shall be signed by the directors of the
party of the first part under the corporate seal, and by the directors and
proper officers of the party of the second part, under the corporate seal. This
agreement shall then be submitted to the stockholders of each of the
corporations, parties to this agreement for adoption in accordance with the
requirements of the laws of their respective states of incorporation. If the
holders of at least two-thirds of all the capital stock, of each of said
corporations shall be in favor of the adoption of this agreement, that fact
shall be certified on the agreement by the secretary or assistant secretary of
the party of the first part and likewise, the secretary of the party of the
second part shall make and attach to the agreement this certificate of that
fact, under the corporate seal, and an originally executed copy of the agreement
shall be filed with the Secretary of State of Delaware and a conformed copy
certified by him shall be recorded in the office of the Recorder of Deeds of New
Castle County, Delaware, and an originally executed copy of the agreement shall
be filed with the Secretary of State of New Jersey.
A meeting of the board of directors of the surviving corporation shall be hold
as soon as practicable after the date on which this merger shall become
effective and may be called in the manner provided in the by-laws of the
surviving corporation for the calling of special meetings of the board of
directors and may be held at the time and place specified in the notice of the
meeting.
31
The surviving corporation shall pay all expenses of carrying this agreement into
effect and of accomplishing this merger.
Upon the date when this agreement shall become effective, the separate existence
of the party of the second part shall cease, and the constituent corporation
shall be merged into the party of the first part, the surviving corporation, in
accordance with the provisions of this agreement which corporation shall possess
all the rights, privileges, powers and franchises as well of a public as of a
private nature and be subject to all the restrictions, disabilities, and duties
of each of the corporations, parties to this agreement, and all and singular,
the rights, privileges, powers and franchises of each of said corporations, and
all property, real, personal and mixed, and all debts due to each of such
corporations shall be vested in the surviving corporation; and all property,
rights and privileges, powers and franchises and all and every other interest
shall be thereafter as effectually the property of the surviving corporation as
they were of the respective constituent corporations, and the title of any real
estate, whether by deed or otherwise, vested in any of said corporation, parties
hereto, shall not revert or be in any way impaired by reason of this merger,
provided that all rights of creditors and all liens upon the property of any of
said corporations, parties hereto, shall be preserved unimpaired, and all debts,
liabilities and duties of the party of the second part shall thenceforth attach
to the said surviving corporation and may, be enforced against it to the same
extent as if said debts, liabilities and duties had been incurred or contracted
by it.
If at any time the surviving corporation shall consider or be advised that any
further assignments or assurances in law or any things are necessary or
desirable to vest in said corporation, according to the terms hereof, the title
of any property or rights of the party of the second part, the proper officers
and directors of said corporation shall and will execute and make all such
proper assignments and assurances and do all things necessary or proper to vest
title in such property or rights in the surviving corporation, and otherwise to
carry out the purposes of this agreement of merger.
ARTICLE THREE
The facts required to be set forth in a certificate of incorporation of a
corporation incorporated under the laws of the State of Delaware, which can be
stated in the case of the merger provided for in this agreement, are as follows:
1. The name of the surviving corporation is and shall be Magic Fingers,
Inc.
2. The principal office of the surviving corporation in the State of
Delaware is and shall be located at No. 000 Xxxx Xxxxx Xxxxxx, xx xxx
Xxxx xx Xxxxxxxxxx, Xxxxxx of New Castle. The name and address of its
resident agent is The Corporation Trust Company, No. 000 Xxxx Xxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx.
3. The nature of the business, or objects or purposes to be transacted,
promoted or carried on are:
To carry on the business of manufacturing, buying, selling and
generally dealing in and with massaging and vibrating machinery and
other machinery and equipment of all kinds, and machine shop, and
foundry and factory supplies, tools, electronics, electrical apparatus
of all kinds; to manufacture, buy, sell, import, export, trade or deal
in all or any kind of metals, metal products and by-products and
articles consisting of or partly consisting of metals of any sort; to
work and operate as welders, toolmakers, founders, buy, sell and
generally deal in all kinds of tools, machines, parts of machines,
devices , mechanisms and inventions of all kinds.
32
To design, manufacture, buy, sell and otherwise deal in and repair,
rebuild, weld, plate, oxidize, burnish, polish, smelt, assay, reduce
and otherwise to render service to or in connection with machines,
machinery, lathes, tools, hardware, equipment, forgings, bearings,
supplies, patterns, fittings, forms, molds, instruments, dies and
other all metal products and by-products thereof and all metals and
metal compounds, together with all forms of plastics and plastic
compounds, and any other articles that may conveniently be handled or
dealt with, in connection with any of the foregoing.
To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of,
trade, deal in and deal with goods, wares and merchandise and personal
property of every class and description.
To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to
undertake or assume the whole or any part of the obligations or
liabilities of any person, firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United
States or any foreign country, patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, trademarks and
trade names, relating to or useful in connection with any business of
this corporation.
To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise dispose of or deal in and with any of the shares
of the capital stock, or any voting trust certificates in respect of
the shares of capital stock, scrip, warrants, rights, bonds,
debentures, notes, trust receipts, and other securities, obligations,
choses in action and evidences of indebtedness or interest issued or
created by any corporations, joint stock companies, syndicates,
associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign
government or by any state, territory, province, municipality or other
political subdivision or by any governmental agency, and as owner
thereof to possess and exercise all the rights, powers and privileges
of ownership, including the right to execute consents and vote
thereon, and to do any and all acts and things necessary or advisable
for the preservation, protection improvement and enhancement in value
thereof.
To enter into, make and perform contracts of every kind and
description with any person, firm, association, corporation,
municipality, county, state, body politic or government or colony or
dependency thereof.
To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make,
accept, endorse, execute and issue promissory notes, drafts, bills of
exchange, warrants, bonds, debentures and other negotiable or
nonnegotiable instruments and evidences of indebtedness, and to secure
the payment of any thereof and of the interest thereon by mortgage
33
upon or pledge, conveyance or assignment in trust of the whole or any
part of the property of the corporation, whether at the time owned or
thereafter acquired, and to sell, pledge or otherwise dispose of such
bonds or other obligations of the corporation for its corporate
purposes.
To loan to any person, firm or corporation any of its surplus funds,
either with or without security.
To purchases hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds or property for the
purchase of its own shares of capital stock when such use would cause
any impairment of its capital except as otherwise permitted by law,
and provided further that shares of its own capital stock belonging to
it shall not be voted upon directly or indirectly.
To have one or more offices, to carry on all or any of its operations
and business and without restriction or limit as to amount to purchase
or otherwise acquire, hold, own, mortgage, sell, convey or otherwise
dispose of, real and personal property of every class and description
in any of the states, districts, territories or colonies of the United
States, and in any and all foreign countries, subject to the laws of
such state, district, territory, colony or country.
In general, to carry on any other businesses in connection with the
foregoing, and to have and exercise all the powers conferred by the
laws of Delaware upon corporations formed under the General
Corporation Law of the State of Delaware, and to do any or all of the
things hereinbefore set forth to the same extent as natural persons
might or could do.
The objects and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted
by reference to, or inference from, the terms of any other clause in
this agreement, but the objects and purposes specified in each of the
foregoing clauses of this article shall be regarded as independent
objects and purposes.
4. The total number of shares of stock which the surviving corporation
shall have authority to issue is four hundred thousand (400,000) and
the par value of each of such shares is ten cents ($.10) amounting in
the aggregate to forty thousand dollars ($40,000).
No stockholder of the surviving corporation shall by reason of
his holding shares of any class have any preemptive or preferential
right to purchase or subscribe to any shares of any class of this
corporation, now or hereafter to be authorized, or any notes,
debentures, bonds, or other securities convertible into or carrying
options or warrants to purchase shares of any class, now or hereafter
to be authorized, whether or not the issuance of any such shares, or
such notes, debentures, bonds or other securities would adversely
affect the dividend or voting rights of such stockholder, other than
such rights, if any, as the board of directors, in its discretion from
time to time may grant and at such price as the board of directors in
its discretion may fix; and the board of directors may issue shares of
any class of this corporation, or any notes, debentures, bonds, or
other securities convertible into or carrying options or warrants to
purchase shares of any class, without offering any such shares of any
class, either in whole or in part, to the existing stockholders of any
class.
5. The minimum amount of capital with which the surviving corporation
will commence business is one thousand dollars.
34
6. The surviving corporation is to have perpetual existence.
7. The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever.
8. In furtherance and not in limitation of the powers conferred by
statute, the board of directors of the surviving corporation shall be
expressly authorized:
o To make, alter or repeal the by-laws of the corporation.
o To authorize and cause to be executed mortgages and liens
upon the real and personal property of the corporation.
o To set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserve in the manner in
which it was created.
By resolution passed by a majority of the whole board, to designate
one or more committees, each committee to consist of two or more of
the directors of the corporation, which, to the extent provided in the
resolution or in the bylaws of the corporation, shall have and may
exercise the powers of the board of directors in the management of the
business and affairs of the corporation, and may authorize the seal of
the corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be stated
in the by-laws of the corporation or as may be determined from time to
time by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given
at a stockholders meeting duly called for that purpose, or when
authorized by the written consent of the holders of a majority of the
voting stock issued and outstanding, to sell, lease or exchange all of
the property and assets of the corporation, including its good will
and its corporate franchises, upon much terms and conditions and for
such consideration, which may be in whole or in part shares of stock
in, and/or other securities of, any other corporation or corporations,
as its board of directors shall deem expedient and for the best
interests of the corporation.
9. The surviving corporation shall indemnify any and all of its directors
or officers or former directors or officers or any person who may have
served at its request as a director or officer of another corporation
in which it owns shares of capital stock or of which it is a creditor
against reasonable expenses actually and necessarily incurred by them
in connection with the defense of any action, suit or proceeding in
which they, or any of them, are made parties, or a party by reason of
being or having been directors or officers or a director or officer of
ths corporation, or of such other corporation, except in relation to
matters as to which any such director or officer or former director or
officer or person shall be adjudged in such action, suit or proceeding
to be liable for negligence or misconduct in the performance of duty.
Such indemnification shall not be deemed exclusive of any other rights
to which those indemnified may be entitled. The right of
indemnification herein above stated shall under no circumstances
extend to or include indemnification for liabilities arising under the
Securities Act of 1933, as amended.
10. No contract or other transaction between the surviving corporation and
any other corporation, firm or individual shall be affected or
invalidated by the fact that any one or more of the directors or
officers of the surviving corporation is or are interested in or is a
director or officer, or are directors or officers of such other
corporation, or a member of such firm, and any director or directors
or officer or officers, individually or jointly, may be a party or
parties to or may be interested in any contract, or transaction, of
this corporation or in which this corporation is interested and no
contract, act or transaction of this corporation with any person or
35
persons, firms or corporations, shall be affected or invalidated by
the fact that any director or directors, or officer or officers, of
this corporation is a party, or are parties, to or interested in such
contract, act or transaction; or in any way, connected with such
person or persons, firm or corporation, and each and every person who
may become a director or officer of this corporation is hereby
relieved from any liability that might otherwise exist from
contracting with the corporation for the benefit of himself or any
firm or corporation in which he may be in anywise interested.
11. Meetings of stockholders of the surviving corporation may be held
outside the State of Delaware, if the bylaws so provide. The books of
the corporation may be kept (subject to any provision contained in the
statutes) outside the State of Delaware at such place or places as may
be designated from time to time, by the board of directors, or In the
by-laws of the corporation. Elections of directors need not be by
ballot unless the by-laws of the corporation shall so provide.
12. The surviving corporation shall reserve the right to amend, alter,
change or repeal any provision contained in its certificate of
incorporation, in the manner now or hereafter prescribed by statute,
and all rights conferred upon stockholders herein are Sranted subject
to this reservation.
ARTICLE FOUR
The manner of converting the outstanding shares of the capital stock of the
constituent corporations into the shares or other securities of the surviving
corporation shall be to follows:
(a) Each share of the capital stock of the party of the second part
shall be converted into one share of the capital stock of the
surviving corporation, and each holder of shares of capital stock
of the party of the second part upon the surrender to the
surviving corporation, of one or more certificates for such
shares for cancellation, shall be entitled to receive one or more
certificates for a number of full shares of capital stock of the
surviving corporation equal to the number of shares reprinted by
the certificates so surrendered for cancellation by such holder.
(b) If at the time this Agreement of Merger shall become effective,
the party of the second part shall own any of the outstanding
shares of capital stock of the party of the first part, such
shares shall not be transferred, nor shall the beneficial
interest thereto pass to the surviving corporation, but such
shares of stock shall forthwith be surrendered for cancellation
and shall have the status of authorized but unissued stock of the
surviving corporation.
ARTICLE FIVE
The particulars required to be set forth in agreements of merger by Section
2, Chapter 12, Title 14, of the Revised Statutes of New Jersey:
1. The terms and conditions of the merger and the mode of carrying
it into affect are as set forth above in Article TWO above.
2. The name of the consolidated corporation (herein called the
surviving corporation) is and shall be Magic Fingers, Inc.
36
3. The number, names mind places of residence of the first
directors of the consolidated corporation (herein called the
surviving corporation), who shall hold office until their
successors be chosen or appointed, according to the by-laws of
said corporation, are as follows:
NAME RESIDENCES
Xxxx X. Xxxxxxxxxxx 00 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx, X.X.
Xxxxxxxx Xxxxxxx Washington Spring Road, Palisades, N.Y.
Xxxxx X. Xxxxxxx 0000 Xxxx Xxxxxx, Xxx Xxxx, X.X.
The first officers of said corporation shall be a president, one or more
vice-presidents, a secretary, a treasurer and one or more assistant secretaries,
and assistant treasurers; and their nams and places of residence are as follows:
TITLE NAMES RESIDENCES
President Xxxx X. Xxxxxxxxxxx 00 Xxxxxxxxxx Xxxxxx
Xxxx Xxxx, X.X.
Vice-President Xxxx XxXxxxxx 00 Xxxxxxxxxx Xxxxxx
Xxxx Xxxx, X.X.
Secretary Xxxx Xxxxxxxx 00 Xxxxxxxxxx Xxxxxx
Xxxx Xxxx, X.X.
Treasurer Xxxx X. Xxxxxxxxxxx 00 Xxxxxxxxxx Xxxxxx
Xxxx Xxxx, X.X.
4. The number of obares of capital stock of the consolidated
corporation (herein called the surviving corporation and the
classes into which the same are divided are as set forth above
in Article THREE.
5. The manner of converting the capital stock of each of the
merging corporations into the stock or obligations of the
consolidated corporation (herein called the surviving
corporation) are as set forth in Article FOUR above.
ARTICLE SIX
The surviving corporation shall have the right to amend, alter, change or
replace any provision contained in this Agreement of Merger which could be
contained in the certificate of incorporation of a corporation formed under the
laws of the State of Delaware in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject
to this reservation.
IN WITNESS WHEREOF, the said party of the first part pursuant to authority
duly given by its board of directors has caused these presents to be executed by
a majority of the directors and the corporate seal to be affixed.
MAGIC FINGERS, INC.
By: /s/ Xxxx X. Xxxxxxxxxxx
-----------------------
Xxxx X. Xxxxxxxxxxx
37
/s/ Xxxxxxxx Xxxxxxx
-------------------------
Xxxxxxxx Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
--------------------------
Xxxxx X. Xxxxxxx
(CORPORATE SEAL)
ATTEST:
/s/ Xxxx Xx Xxxxxx
------------------
Secretary (or assistant secretary)
IN WITNESS WHEREOF, the party of the second part pursuant to authority,
given by the board of directors, has caused these presents to be signed by the
directors under the corporate seal.
MAGIC FINGERS, INC.
By: /s/ Xxxx X. Xxxxxxxxxxx
-----------------------
Xxxx X. Xxxxxxxxxxx
/s/ Xxxx X. Xxxxxxxxxxx
-----------------------
Xxxx X. Xxxxxxxxxxx
/s/ Xxxxxxxx Xxxxxxx
-----------------------
Xxxxxxxx Xxxxxxx
(CORPORATE SEAL)
38
THE ABOVE AGREEMENT OF MERGER, having been executed by a majority of the board
of directors of each corporate party thereto, and having been adopted separately
by the stockholders of each corporate party thereto, in accordance with the
provisions of the General Corporation Law of the State of Delaware, and the
provisions of Title 14, Corporations, General, Chapter 12, Revised Statutes of
1937, of the State of New Jersey, the President and Secretary of each corporate
party thereto do now hereby execute the said Agreement of Merger under the
corporate seals of their respective corporations, by authority of the directors
and stockholders thereof, as the respective act, deed and agreement of each of
said corporations, on this 27th day of September, 1961.
MAGIC FINGERS, INC.
(a Delaware Corporation)
/s/ Xxxx X. Xxxxxxxxxxx
---------------------------
President
/s/ Xxxx Xx Xxxxxx
---------------------------
Secretary
ATTEST:
/s/ Xxxx Xx Xxxxxx
-----------------------
Secretary
MAGIC FINGERS, INC.
(a New Jersey corporation)
/s/ Xxxx X. Xxxxxxxxxxx
---------------------------
President
/s/ Xxxx Xx Xxxxxx
---------------------------
Secretary
ATTEST:
/s/ Xxxx Xx Xxxxxx
----------------------
Secretary
STATE OF NEW JERSEY )
)
COUNTY OF BERGEN )
BE IT REMEMBERED that on this 27th day of September A.D. 1961,
personally came before me __________________________________ a notary Public in
and for the county and state aforesaid, Xxxx X. Xxxxxxxxxxx, President of Magic
Fingers, Inc., a corporation of the State of Delaware and one of the
corporations described in and which executed the foregoing Agreement of Merger,
known to me personally to be such, and he the said Xxxx X. Xxxxxxxxxxx as such
President duly executed said Agreement of Merger before me and acknowledged said
Agreement of Merger to be the act, deed and agreement of said Magic Fingers,
Inc., that the signatures of the said President and the said Secretary of said
corporation to said foregoing Agreement of Merger are in the handwriting of the
said President and said Secretary of said Magic Fingers, Inc., and that the seal
affixed to said Agreement of Merger is the common corporate seal of said
corporation.
IN WITNESS WHEREOF I have hereunto set my hand and seal of office the
day and year aforesaid.
/s/ Notary Public
------------------------
Notary Public
NOTARY PUBLIC OF N.J.
My Commission Expires Feb. 26, 0000
00
XXXXX XX XXX XXXXXX )
)
COUNTY OF BERGEN )
BE IT REMEMBERED that on the 28th day of September, 1961, before mea
Notary public in the State of New Jersey personally appeared XXXX XXXXXXXX, to
me known, who being by me duly sworn according to law, on his oath does depose
and make proof to my satisfaction that he is the Secretary of and well knows the
seal of MAGIC FINGERS, INC., a New Jersey corporation, one of the corporations
which executed the foregoing Agreement of Merger, that the seal affixed to the
said Agreement is the corporate seal of the said corporation, that it was so
affixed by order of the corporation; that XXXX X. XXXXXXXXXXX is the President
of the said corporation; that he saw the said XXXX X. XXXXXXXXXXX as such
President sign and execute said Agreement of Merger and affix said seal thereto,
and heard him declare that he signed and executed the same as the voluntary act
and deed of the said corporation, by its order and by authority of its Board of
Directors and the vote, in person or by proxy, of at least two thirds of all the
capital stock of said corporation issued and outstanding, for the uses and
purposes therein expresses, and that this deponent signed his name thereto, at
the same time, as a subscribing witness.
/s/ Xxxx Xx Xxxxxx
------------------
Xxxx Xx Xxxxxx
Subscribed and sworn to before
me, a Notary Public of the State
New Jersey, this 28th day of
September, A.D., 1961
/s/ Notary Public
----------------------
Notary Public of N.J.
I, XXXX XX XXXXXX, secretary of MAGIC FINGERS, INC., a corporation
organized and existing under the laws of the State of Delaware, hereby certify,
as such secretary and under the seal of the said corporation, that the Agreement
of Merger to which this certificate is attached, after having been first duly
signed by a majority of the directors of said corporation, as required by the
provisions of the General Corporation Law of Delaware, and all the Board of
Directors of Magic Fingers, Inc., a corporation of the State of New Jersey, is
required by the provisions of Title 14, Corporations, General, Chapter 12,
Revised Statutes of 1937 of New Jersey, was duly adopted pursuant to Section 228
of Title 8 of the Delaware Code of 1953, by the unanimous written consent of the
stockholders holding ten thnusand (10,000) shares of the capital stock of the
corporation, same being all of the shares issued and outstanding, and that a
signed copy of the consent is attached hereto and made. a part of the Agreement
of Merger, which Agreement of Merger was thereby duly adopted as the Act of the
stockholders of said Magic Fingers, Inc.
Witness my hand and the seal of Magic Fingers, Inc. on this 27th day of
September, 1961.
/s/ Xxxx Xx Xxxxxx
------------------
Secretary
40
MAGIC FINGERS, INC.
THE UNDERSIGNED, being the holder of all of the issued and outstanding
shares of stock of MAGIC FINGERS, INC., a corporation organized and existing
under the laws of the State of Delaware, do hereby consent that the said
corporation merge into itself MAGIC FINGERS, INC., a corporation organized and
existing under the laws of the State of New Jersey, on the terms and conditions
and subject to the provisions of an agreement of merger entered into between the
board of directors of this corporation and the board of directors of said Magic
Fingers Inc., a corporation of the State of New Jersey, dated the, 27th day of
September, 1961, and do signify our consent and indicate that number of shares
held by the undersigned as follows:
NAME OF STOCKHOLDER NUMBER OF SHARES
------------------- ----------------
Magic Fingers, Inc. 10,000
MAGIC FINGERS, INC.
By: /s/ Xxxx X. Xxxxxxxxxxx
----------------------------
President
41
CERTIFICATE OF THE SECRETARY OF
MAGIC FINGERS, INC.
(a New Jersey corporation)
RELATIVE TO VOTE OF STOCKHOLDERS
* * *
I, XXXX XX XXXXXX, Secretary of MAGIC FINGERS, INC. a corporation organized
and existing under Title 14, Corporations, General, Revised Statutes of 1937 of
New Jersey, do hereby certify in accordance with the provisions of Section
14:12-3 thereof:
1. That the foregoing Agreement of Merger between Magic Fingers, Inc., a
corporation organized and existing under the laws of New Jersey, and Magic
Fingers, Inc., a corporation organized and existing under the laws of the State
of Delaware, was duly authorized at a duly constituted, meeting of the board of
directors of said Magic Fingers, Inc. at which a quorum was present and acting
throughout and was thereupon signed by said directors under the corporate seal.
2. That said Agreement of Merger was thereafter duly submitted to the
stockholders of said Magic Fingers, Inc., at a meeting thereof held upon waiver
of notice for the purpose of taking the same into consideration.
3. That said Agreement was considered by the stockholders at said meeting
and a vote of the stockholders was taken by ballot for the adoption or rejection
of said Agreement, and that stockholders owning at least two-thirds of the
shares of the capital stock of said Magic Fingers, Inc. issued and outstanding,
voted in favor of the adoption of the said Agreement.
4. That the meeting of stockholders of said Magic Fingers, Inc., and the
said vote by ballot upon the adoption of said Agreement, were held and taken
separately from the meeting of stockholders and vote of any other corporation,
and said meeting and said votes were not held or taken in connection with, any
meeting of stockholders of any other corporation.
IN WITNESS WHEREOF, I have hereunto signed my name as secretary and affixed
the seal of said Magic Fingers, Inc., this 27th day of September, 1961.
/s/ Xxxx Xx Xxxxxx
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Secretary
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