Certificate of Ownership and Merger between Giant Group, Ltd. and KCC Delaware Company

Summary

Giant Group, Ltd., a Delaware corporation, certifies that it owns all outstanding shares of KCC Delaware Company and has resolved, through its Board of Directors, to merge KCC Delaware Company into itself. This certificate, signed by the company's CEO and CFO, formalizes the merger under Delaware law as of December 17, 2002. The document serves as official notice of the merger and the transfer of all assets and obligations from KCC Delaware Company to Giant Group, Ltd.

EX-2.4 3 dex24.txt CERTIFICATE OF OWNERSHIP EXHIBIT 2.4 CERTIFICATE OF OWNERSHIP AND MERGER MERGING KCC DELAWARE COMPANY INTO GIANT GROUP, LTD. (PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF DELAWARE) GIANT GROUP, LTD. a Delaware corporation (the "Corporation"), does hereby certify: FIRST: That the Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware. SECOND: That the Corporation owns all of the outstanding shares of each class of the capital stock of KCC DELAWARE COMPANY, a Delaware corporation. THIRD: That the Corporation, by the resolutions of its Board of Directors (see Exhibit 2.4.1), which are duly adopted by unanimous written consent pursuant to Section 141(f) of the Delaware General Corporation Law dated December 17, 2002, determined to merge into itself KCC DELAWARE COMPANY on the conditions set forth in such resolutions. IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its authorized officer, this 17th day of December 2002. GIANT GROUP, LTD. By: /s/ Burt Sugarman -------------------- Name: Burt Sugarman Title: Chief Executive Officer By: /s/ Pasquale A. Ambrogio --------------------------- Name: Pasquale A. Ambrogio Title: Chief Financial Officer