Attached files
| file | filename |
|---|---|
| S-1 - AEROFLEX INC | v198376_s1.htm |
| EX-5.1 - AEROFLEX INC | v198376_ex5-1.htm |
| EX-3.40 - AEROFLEX INC | v198376_ex3-40.htm |
| EX-3.45 - AEROFLEX INC | v198376_ex3-45.htm |
| EX-3.44 - AEROFLEX INC | v198376_ex3-44.htm |
| EX-3.43 - AEROFLEX INC | v198376_ex3-43.htm |
| EX-23.2 - AEROFLEX INC | v198376_ex23-2.htm |
| EX-21.1 - AEROFLEX INC | v198376_ex21-1.htm |
| EX-3.41 - AEROFLEX INC | v198376_ex3-41.htm |
| EX-3.42 - AEROFLEX INC | v198376_ex3-42.htm |
| EX-12.1 - AEROFLEX INC | v198376_ex12-1.htm |
CERTIFICATE
OF MERGER
of
RADIATION
ASSURED DEVICES, INC.
into
AEROFLEX
PROPERTIES CORP.
Under
Section 905 of the Business Corporation Law
It is hereby certified by the
corporation named herein as the surviving corporation as follows:
FIRST: The Board of
Directors of the corporation named herein as the surviving corporation has
adopted a Plan of Merger setting forth the terms and conditions of merging the
corporation named herein as the subsidiary corporation into said surviving
corporation.
SECOND: The name of the
subsidiary corporation to be merged, which was organized under the laws of the
State of Colorado on February 7, 2003, is Radiation Assured Devices,
Inc. No Application for Authority in the State of New York of said
corporation to transact business as a foreign corporation therein was filed by
the Department of State of the State of New York.
THIRD: The name of the
surviving corporation, the certificate of incorporation of which was filed by
the Department of State on July 22, 1998, is Aeroflex Properties Corp., which
will continue its existence as the said surviving corporation under the name
“Aeroflex RAD, Inc.”
FOURTH: The name of the
surviving corporation shall be amended by reason of the merger herein to
“Aeroflex RAD, Inc.”
FIFTH: The designation and
number of outstanding shares of each class of the subsidiary corporation, all of
which are owned by the surviving corporation, as set forth in the Plan of
Merger, are as follows:
|
Designation
|
Number
|
||
|
Common
Stock, no par value
|
15,000,000
|
||
|
|
AEROFLEX
PROPERTIES CORP.
|
||
|
By:
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/s/ John Adamovich, Jr.
|
||
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Name:
|
John
Adamovich, Jr.
|
||
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Title:
|
Vice
President
|
||
CERTIFICATE
OF MERGER
OF
RADIATION
ASSURED DEVICES, INC.
INTO
AEROFLEX
PROPERTIES CORP.
Under
Section 905 of the Business Corporation Law.
|
Filed
by:
|
Jill
T. Braunstein, Esq.
|
|
(Name)
|
|
|
c/o
Moomjian, Waite, Wactlar & Coleman, LLP
|
|
|
100
Jericho Quadrangle, Suite 225
|
|
|
(Mailing
address)
|
|
|
Jericho,
New York 11753
|
|
|
(City,
State and Zip
code)
|