Certificate of Merger Between Magnolia Solar Acquisition Corp. and Magnolia Solar, Inc.

Contract Categories: Mergers & Acquisitions › Merger Agreements
Summary

Magnolia Solar Acquisition Corp. and Magnolia Solar, Inc., both Delaware corporations, have agreed to merge, with Magnolia Solar, Inc. as the surviving company. The merger becomes effective on December 31, 2009. The certificate of incorporation for Magnolia Solar, Inc. will remain in effect. The merger agreement has been approved by both companies and is available for review at their office. Shareholders can request a copy of the agreement at no cost.

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EX-2.2 3 ex22.htm EXHIBIT 2.2 - CERTIFICATE OF MERGER ex22.htm
Exhibit 2.2
 
CERTIFICATE OF MERGER
 
OF
 
MAGNOLIA SOLAR ACQUISITION CORP.
a Delaware corporation
 

 
 
WITH AND INTO
 
MAGNOLIA SOLAR, INC.
a Delaware corporation
 

 
Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger.
 
FIRST: The name of the surviving corporation is Magnolia Solar, Inc., and the name of the corporation being merged into this surviving corporation is Magnolia Solar Acquisition Corp.
 
SECOND:  The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations..
 
THIRD:  The name of the surviving corporation is Magnolia Solar, Inc., a Delware corporation.
 
FOURTH:  That the Certificate of Incorporation of Magnolia Solar, Inc. shall be the Certificate of Incorporation of the surviving corporation.
 
FIFTH:  That the merger is to become effective on December 31, 2009.

SIXTH:  The Agreement of Merger is on file at 54 Cummings Park, Suite 316, Woburn, MA 01801.

SEVENTH:  A copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.
 

 
[SIGNATURE PAGE FOLLOWS]
 
 
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the 31st day of December, 2009.
 

 

 
MAGNOLIA SOLAR ACQUISITION CORP.
 

 
By:/s/ Zacharey Zenith
Name:    Zacharey Zenith
Title:      President



Magnolia Solar, Inc.


By:/s/ Yash Puri
Name:    Yash Puri
 
Title:
Executive Vice-President and Chief Financial Officer