Certificate of Merger between Visual Network Design, Inc. and VNDI Acquisition Corp.

Contract Categories: Mergers & Acquisitions › Merger Agreements
Summary

This document certifies the merger of VNDI Acquisition Corp. into Visual Network Design, Inc., both Delaware corporations. The merger was approved by both companies and becomes effective upon filing with the Delaware Secretary of State. Visual Network Design, Inc. will continue as the surviving corporation, retaining its original Certificate of Incorporation. The merger agreement is available for inspection at the surviving corporation’s business address and can be provided to any stockholder upon request at no cost.

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EX-2.2 3 v235705_ex2-2.htm EXHIBIT 2.2
STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC CORPORATIONS
 
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 Visual Network Design, Inc., a Delaware corporation, and the name of the corporation being merged into this surviving corporation is VNDI Acquisition Corp., a Delaware corporation.
 
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 Visual Network Design, Inc., a Delaware corporation.
 
FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.
 
FIFTH: The merger is to become effective upon filing with the Secretary of State of the State of Delaware.
 
SIXTH: The Agreement of Merger is on file at 101 California Street, Suite 2450, San Francisco, CA 94111, the place of business of the surviving corporation.
 
SEVENTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.
 
IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 21st day of September 2011.
 
By:
/s/ Robert B. Ney
 
Authorized Officer
   
Name:
Robert B. Ney
 
Print or Type
   
Title:
President