EXHIBIT 2.3
CERTIFICATE OF MERGER
MERGING
ISN MERGER SUB LLC
INTO
INTERNET SHOPPING NETWORK LLC
FIRST: The name and state of each of the constituent entities in the merger are
as follows:
NAME STATE OF DOMICILE
---- -----------------
ISN MERGER SUB LLC Delaware
INTERNET SHOPPING NETWORK LLC Delaware
SECOND: An Agreement and Plan of Merger has been approved and executed by each
of the limited liability companies in accordance with Section 18-209 of the
Delaware Limited Liability Company Act.
THIRD:The name of the surviving Delaware limited liability company is:
INTERNET SHOPPING NETWORK LLC
FOURTH: The merger shall be effective upon the filing of this Certificate of
Merger in the Office of the Secretary of State of the State of Delaware:
FIFTH: The executed Agreement and Plan of Merger is on file at a place of
business of the surviving Limited Liability Company and the address is:
SIXTH: A copy of the Agreement will be provided by the surviving Limited
Liability Company, on request and without cost, to any member or other person
holding an interest in any other limited liability company which is to merge.
IN WITNESS WHEREOF, INTERNET SHOPPING NETWORK LLC has caused this
Certificate to be duly executed in its name this [ ] day of [ ], 2000.
INTERNET SHOPPING NETWORK LLC
By:
-----------------------------------
Name:
Title:
1