EXHIBIT 3.3(d)
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 10/08/1998
981391702 -- 2612001
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of August 31, 1998 (the
"Agreement"), between TELEX COMMUNICATIONS INTERNATIONAL, LTD., a Delaware
corporation "TCI") and EVI AUDIO INTERNATIONAL HOLDING CORPORATION, INC., a
Delaware corporation ("EVI").
WHEREAS, the Board of Directors of each of TCI and EVI (each, a
"Constituent Corporation" and collectively, the "Constituent Corporations") has
adopted resolutions approving this Agreement and authorizing the merger (the
"Merger") of EVI into TCI, with TCI as the surviving corporation, pursuant to
Section 251 of the General Corporation Law of the State of Delaware (the "DGCL")
in a transaction that would qualify as a "reorganization" within the meaning of
Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the
"Code"), and upon the terms and subject to the conditions set forth herein, and
has directed that this Agreement and the Merger be submitted to the stockholders
of such Constituent Corporations for adoption to the extent required by law; and
WHEREAS, Telex Communications, Inc., a Delaware corporation ("Telex"),
as the sole stockholder of each of EVI and TCI, has adopted and approved this
Agreement by written consent pursuant to Sections 228 and 251(c) of the DGCL;
NOW THEREFORE, XXX and TCI hereby agree as follows:
ARTICLE I
THE MERGER
1.1 Constituent Corporations, Surviving Corporation. EVI and TCI shall
be the constituent corporations to the Merger. Subject to the terms and
provisions of this Agreement, upon the filing of this Agreement with the
Secretary of State of the State of Delaware, in accordance with Sections 251(c)
and 103 of the DGCL (the time of such filing being referred to herein as the
"Effective Time"), EVI shall be merged into TCI and TCI shall be the surviving
corporation of the Merger (the "Surviving Corporation"). At and after the
Effective Time, the name, identity, existence, and all of the rights,
privileges, powers, franchises, properties (real, personal or mixed) and assets
of TCI, subject to all of the debts, liabilities and duties of TCI shall
continue unaffected and unimpaired by the Merger. At the Effective Time, the
identity and separate existence of EVI shall cease, and at such time and
thereafter, all of the rights, privileges, powers and franchises, properties
(real, personal or mixed) and assets of EVI shall be vested in the Surviving
Corporation, which shall thenceforth be responsible for all debts, liabilities
and duties of each such Constituent Corporation, all in accordance with the
DGCL.
1.2 Certificate of Incorporation; Bylaws. At the Effective Time, the
Certificate of Incorporation and Bylaws of TCI, as in effect immediately prior
to the Effective Time, shall thereafter continue in full force and effect as the
Certificate of
2
IN WITNESS WHEREOF, each of XXX and TCI, pursuant to the approval and
authority duly given by resolutions adopted by their respective Board of
Directors, has caused this Agreement to be executed by a duly authorized officer
thereof as of the date first above written.
TELEX COMMUNICATIONS
INTERNATIONAL, LTD.
By /s/ XXXX X. XXXXXXXXX
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President and Secretary
EVI AUDIO INTERNATIONAL
HOLDING CORPORATION, INC.
By /s/ XXXXXXXXX X. XXXXXX XXXXXX
------------------------------------
Name: Xxxxxxxxx X. Xxxxxx Xxxxxx
Title: Vice President and Secretary
SECRETARY'S CERTIFICATE
TELEX COMMUNICATIONS INTERNATIONAL, LTD.
I, Xxxx X. Xxxxxxxxx, Secretary of Telex Communications International,
Ltd., a Delaware corporation (the "Corporation"), hereby certify that the
Agreement and Plan of Merger to which this Certificate is attached (the "Merger
Agreement"), after have been first duly adopted pursuant to Section 228 of Title
8 of the Delaware Code by the written consent of the sole stockholder, holding
one hundred (100) shares of the capital stock of the Corporation, same being all
of the shares issued and outstanding having voting power, was duly signed on
behalf of each of the Corporation and EVI Audio International Holding
Corporation, Inc., a Delaware corporation, which Merger Agreement was thereby
adopted as the act of said sole stockholder of the Corporation and the duly
adopted agreement and act of the Corporation.
WITNESS my hand on this 31st day of August 1998.
/s/ XXXX X. XXXXXXXXX
------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Secretary
SECRETARY'S CERTIFICATE
EVI AUDIO INTERNATIONAL HOLDING CORPORATION, INC.
I, Xxxxxxxxx X. Xxxxxx Xxxxxx, Secretary of EVI Audio International
Holding Corporation, Inc., a Delaware corporation (the "Corporation"), hereby
certify that the Agreement and Plan of Merger to which this Certificate is
attached (the "Merger Agreement"), after have been first duly adopted pursuant
to Section 228 of Title 8 of the Delaware Code by the written consent of the
sole stockholder, holding one hundred (100) shares of the capital stock of the
Corporation, same being all of the shares issued and outstanding having voting
power, was duly signed on behalf of each of the Corporation and Telex
Communications International, Ltd., a Delaware corporation, which Merger
Agreement was thereby adopted as the act of said sole stockholder of the
Corporation and the duly adopted agreement and act of the Corporation.
WITNESS my hand on this 31st day of August 1998.
/s/ XXXXXXXXX X. XXXXXX XXXXXX
------------------------------
Name: Xxxxxxxxx X. Xxxxxx Xxxxxx
Title: VP & Secretary
