Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT ON FORM 8-K - US ECOLOGY, INC. | usecology_8k-022210.htm |
| EX-99.1 - PRESS RELEASE - US ECOLOGY, INC. | usecology_8k-ex9901.htm |
STATE
OF DELAWARE
CERTIFICATE
OF OWNERSHIP AND MERGER
SUBSIDIARY
INTO PARENT
SECTION
253
MERGING
BUCKEYE HOLDINGS
CORPORATION
INTO
AMERICAN ECOLOGY
CORPORATION
(Pursuant
to Section 253 of the General Corporation Law of Delaware)
American
Ecology Corporation, a corporation incorporated on the 23rd day of March 1987
(“Company”), pursuant to the provisions of the General Corporation Law of the
State of Delaware;
DOES HEREBY CERTIFY that
Company owns 100% of the capital stock of Buckeye Holdings Corporation, a
corporation incorporated on the 24th day of September 2009, pursuant to the
provisions of the General Corporation Law of the State of Delaware and that the
Company, by a resolution of its Board of Directors duly adopted by unanimous
written consent on the 1st day of February 2010, determined to merge into itself
said Buckeye Holdings Corporation, which resolution is in the following words to
wit:
WHEREAS, by resolution dated
December 11, 2009, the Board of Directors authorized management to take the
necessary steps in timely fashion to effect and announce a name change of
American Ecology Corporation to “US Ecology, Inc.”
WHEREAS, the Company may
change its name without stockholder approval under Section 253(b) of the
Delaware General Corporation Law (the “DGCL”) by causing a subsidiary to merge
into the Company and including in the Certificate of Ownership and Merger a
provision that the Company is changing its name;
WHEREAS, the Company owns 100%
of the outstanding capital stock of Buckeye Holdings Corporation (“BHC”), a
corporation organized and existing under the laws of the State of
Delaware;
WHEREAS, there has been
submitted to and considered by the members of the Board of Directors an
Agreement of Merger (the "Agreement") by and between BHC and the
Company providing for the short-form merger (the "Merger") of BHC with and
into the Company pursuant to the DGCL and further providing that all of the
assets, liabilities and obligations of BHC will become assets, liabilities and
obligations of Company pursuant to DGCL Section 259 and that the Company will
change its name to “US Ecology, Inc.” pursuant to DGCL Section 253(b);
and
WHEREAS, the undersigned deem
it advisable and in the best interests of the Company to approve and to
consummate the Merger and that a Certificate of Ownership and Merger
(the "Merger Certificate") be executed and filed with the State of
Delaware’s Secretary of State and that any other appropriate documents and acts
be executed, delivered and performed.
NOW, THEREFORE, BE IT
RESOLVED, that the Company, a Delaware corporation and owner of all of
the outstanding shares of BHC, which is also a Delaware corporation, become a
party to the Agreement and undertake the Merger and thereby merge BHC into the
Company pursuant to the provisions of the DGCL and take ownership of all of the
assets and assume all of the liabilities and obligations of BHC;
RESOLVED FURTHER, that BHC
shall be the disappearing corporation upon the effective date and the Company
shall continue its existence as the surviving corporation;
RESOLVED FURTHER, that in
connection with the Merger, the Company's name shall be changed from American
Ecology Corporation to “US Ecology, Inc.”;
RESOLVED FURTHER, that the
issued and outstanding shares of BHC's capital stock shall not be converted in
any manner, nor shall any cash or other consideration be paid or delivered
therefor, inasmuch as the Company is the owner of all outstanding shares of BHC,
but each said share which is issued as of the effective date of the Merger shall
be surrendered and extinguished;
RESOLVED FURTHER, that
officers of the Company are hereby authorized to enter into the Agreement on
behalf of the Company and to execute the Merger Certificate and cause it to be
filed with the State of Delaware’s Secretary of State; and
RESOLVED FURTHER, that the
Board of Directors and the proper officers of the Company are hereby authorized,
empowered and directed to do any and all acts and things, and to make, execute,
deliver, file, and/or record any and all instruments, papers and documents which
shall be or become necessary, proper or convenient to carry out or put into
effect any of the provisions of the Merger herein provided for;
IN WITNESS WHEREOF, American
Ecology Corporation has caused this Certificate of Ownership and Merger to be
signed by Jeffrey R. Feeler, on the 22nd day of February 2010.
|
American
Ecology Corporation
a
Delaware Corporation
By: /S/ Jeffrey R.
Feeler
Jeffrey R. Feeler
Its: Vice President, Chief
Financial Officer and
Secretary
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