Certificate of Merger between Nexland, Inc. (Delaware) and Nexland, Inc. (Arizona)
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Summary
This document certifies the merger of Nexland, Inc., a Delaware corporation, and Nexland, Inc., an Arizona corporation, with the Delaware entity as the surviving corporation. The merger was approved according to Delaware law and becomes effective upon filing this certificate. The surviving corporation will retain its existing certificate of incorporation, and shareholders can request a copy of the merger agreement at no cost. The Arizona corporation had authorized 50 million shares of common stock and 10 million shares of preferred stock.
EX-2.1 3 g65868ex2-1.txt CERTIFICATE OF MERGER 1 Exhibit 2.1 CERTIFICATE OF MERGER This Certificate of Merger is filed in accordance with the provisions of Subsection 252(c) of the Delaware General Corporation Law. 1. The name and State of Incorporation of the Constituent Corporations: Nexland, Inc., a Delaware corporation Nexland, Inc., an Arizona corporation 2. An Agreement of Merger has been approved, adopted, certified, executed and acknowledged in accordance with Subsection 252 of the General Corporation Law of the State of Delaware. 3. The Surviving Corporation is Nexland, Inc., a Delaware corporation. 4. The Certificate of Incorporation of the Surviving Corporation shall be its Certificate of Incorporation. 5. The executed Agreement of Merger is on file at the office of the Surviving Corporation located at 1101 Brickell Avenue, North Tower, Second Floor, Miami, FL 33131. 6. A copy of the executed Agreement of Merger will be furnished by the Surviving Corporation, on request and without cost, to any shareholder of any Constituent Corporation. 7. The authorized capital stock of the Constituent Corporation which is not a corporation under the laws of the State of Delaware (Nexland, Inc., an Arizona corporation) is Fifty Million (50,000,000) shares of common stock, and Ten Million (10,000,000) shares of preferred stock. 8. The merger shall be effective when this Certificate is filed. Dated: September 1, 2000. /s/ Greg Levine ------------------------------ Greg Levine, President Attested: /s/ Martin Dell'Oca - ------------------------- Martin Dell'Oca, Secretary
