Certificate of Merger between DLVN Acquisition, Inc. and CanOnline Global Media, Inc.

Summary

This document certifies the merger of DLVN Acquisition, Inc. (a Delaware corporation) with CanOnline Global Media, Inc. (a Washington corporation). CanOnline Global Media, Inc. is the surviving company and will continue under its current name and certificate of incorporation. The merger agreement has been properly approved by both companies, and a copy is available to shareholders upon request. The surviving company agrees to accept legal process in Delaware for obligations related to the merger. The certificate is signed by representatives of both companies and dated December 18, 2003.

EX-2.3 5 doc4.txt CERTIFICATE OF MERGER - DELAWARE EXHIBIT 2.3 CERTIFICATE OF MERGER OF DLVN ACQUISITION, INC. AND CANONLINE GLOBAL MEDIA, INC. It is hereby certified that: 1. The constituent business corporations participating in the merger herein certified are: (i) DLVN Acquisition, Inc., which is incorporated under the laws of the State of Delaware; and (ii) CanOnline Global Media, Inc., which is incorporated under the laws of the State of Washington. 2. An Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 252 of the General Corporation Law of the State of Delaware, to wit, by DLVN Acquisition, Inc. in the same manner as is provided in Section 251 of the General Corporation Law of the State of Delaware and by CanOnline Global Media, Inc. in accordance with the laws of the State of its incorporation. 3. The name of the surviving corporation in the merger herein certified is CanOnline Global Media, Inc., which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the laws of the State of its incorporation. 4. The certificate of incorporation of CanOnline Global Media, Inc, as now in force and effect, shall continue to be the certificate of incorporation of said surviving corporation until amended and changed pursuant to the provisions of the laws of the State of its incorporation. 5. The executed Agreement of Merger between the aforesaid constituent corporations is on file at an office of the aforesaid surviving corporation, the address of which is as follows: Suite 200, 11311 Howe Street, Vancouver, British Columbia V6Z 2P3. 6. A copy of the aforesaid Agreement of Merger will be furnished by 56 the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid consti-tuent corporations. 7. The aforesaid surviving corporation does hereby agree that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of DLVN Acquisition, Inc., as well as for enforcement of any obligation of said surviving corporation arising from the merger herein certified, including any suit or other proceeding to enforce the right, if any, of any stockholder of DLVN Acquisition, Inc. as determined in appraisal proceedings pursuant to the provisions of Section 262 of the General Corporation Law of the State of Delaware; does hereby irrevocably appoint the Secretary of State of the State of Delaware as its agent to accept service of process in any such suit or other proceedings; and does hereby specify the following as the address to which a copy of such process shall be mailed by the Secretary of State of the State of Delaware: Gottbetter & Partners, LLP 488 Madison Ave. New York, NY 10022 Attn: Adam S. Gottbetter, Esq. Dated: December 18, 2003 DLVN Acquisition, Inc. By: /s/ Michael Conte ------------------- Michael Conte, President CanOnline Global Media, Inc. By: /s/ Peter Hogendoorn ---------------------- Peter Hogendoorn 57