Certificate of Merger
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
“DEX MEDIA, INC.”, A DELAWARE CORPORATION,
WITH AND INTO “FORWARD ACQUISITION CORP.” UNDER THE NAME OF “FORWARD ACQUISITION CORP.”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE THIRTY-FIRST DAY OF JANUARY, A.D. 2006, AT 7:30 O’CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
| /s/ Harriet Smith Windsor |
| | |
| Harriet Smith Windsor, Secretary of State | |
| AUTHENTICATION: 4487369 |
060089179
Secretary of State
Division of Corporation
Delivered 07:25 AM 01/31/2006
FILED 07:30 AM 01/31/2006
SRV 060089179 - 4034452 FILE
OF
DEX MEDIA, INC.
INTO
FORWARD ACQUISITION CORP.
Pursuant to Title 8, Section 251(c) of the General Corporation Law of the State of Delaware (the “DGCL”), the undersigned corporation executed the following Certificate of Merger:
FIRST: R H Donnelley Corporation, a Delaware corporation (“Donnelley”), and Dex Media, Inc., a Delaware corporation (“Dex Media”), have entered into an Agreement and Plan of Merger (the “Agreement and Plan of Merger”), dated as of October 3, 2005, by and among Donnelley, Dex Media and Forward Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Donnelley (“Merger Sub”), pursuant to which Dex Media will be merged with and into Merger Sub.
SECOND: In accordance with Section 251 of the DGCL, the Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations and their respective stockholders.
THIRD: The name of the surviving corporation is Forward Acquisition Corp
FOURTH: The certificate of incorporation of the surviving corporation shall be the certificate of incorporation of Merger Sub
FIFTH: The merger is to become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware (the “Effective Time”).
SIXTH: The Agreement and Plan of Merger is on file at the corporate offices of Merger Sub, located at 1001 Winstead Drive, Cary, North Caroling 27531
SEVENTH: A copy of the Agreement and Plan of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.
[Signature page to follow]
