CERTIFICATE OF MERGER OF CLEAR SKIES ACQUISITION CORP. INTO CLEAR SKIES GROUP, INC. Under Section 904 of the Business Corporation Law

Contract Categories: Mergers & Acquisitions - Merger Agreements
EX-2.3 4 v097621_ex2-3.htm CERTIFICATE OF MERGER Unassociated Document

CERTIFICATE OF MERGER
OF
CLEAR SKIES ACQUISITION CORP.
INTO
CLEAR SKIES GROUP, INC.
 

 
Under Section 904 of the Business Corporation Law
 
1.
The name of each constituent corporation is CLEAR SKIES ACQUISITION, CORP., a Delaware corporation, and CLEAR SKIES GROUP, INC., a New York corporation.
 
2.
The name of the surviving corporation is CLEAR SKIES GROUP, INC.
 
3.
As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are:
 
Name of Constituent Corporation
Designation and number of outstanding shares of
each class and series.
Class or Series
entitled to vote
Class or Series
entitled to vote
as a class
Clear Skies Acquisition, Corp.
Common Stock, par value $0.001 per share, 1,000 shares outstanding
Common Stock
N/A
Clear Skies Group, Inc.
Common stock, par value $0.01 per share, 4,442,000 shares outstanding
Common Stock
N/A

4.
CLEAR SKIES ACQUISITION CORP. was incorporated on December 18, 2007, in the State of Delaware and has not filed an Application for Authority in New York.
 
5.
CLEAR SKIES GROUP, INC. was incorporated on September 24, 2003, in the State of New York.
 
6.
The merger was adopted by each constituent corporation in the following manner:
 
(a) As to CLEAR SKIES GROUP, INC., by the affirmative vote of the holders of a majority of all outstanding shares entitled to vote thereon;
 
(b) CLEAR SKIES ACQUISITION CORP. has complied with the applicable provisions of the laws of the State of Delaware in which it is incorporated, and this merger is permitted by such laws. The manner in which the merger was authorized with respect to said corporation was by the written consent of the sole stockholder thereof.
 
[Signature Page Follows]
 

IN WITNESS WHEREOF, we have signed this certificate on the 19th day of December, 2007:
 
     
  CLEAR SKIES ACQUISITION CORP.
 
 		  
 		  
 
  By:   /s/ Bobby Stanley
 
Name: Bobby Stanley
Title: President
   
     
  CLEAR SKIES GROUP, INC.
 
 		  
 		  
 
  By:   /s/ Ezra Green
 
Name: Ezra Green
Title: President