Attached files
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| 8-K - Talon Therapeutics, Inc. | v204410_8k.htm |
EXHIBIT 3.1
STATE
OF DELAWARE
CERTIFICATE
OF OWNERSHIP
SUBSIDIARY
INTO PARENT
(Section
253)
CERTIFICATE
OF OWNERSHIP
MERGING
TALON
THERAPEUTICS, INC.
INTO
HANA
BIOSCIENCES, INC.
* * * * *
* *
(Pursuant
to Section 253 of the General Corporation Law of Delaware)
Hana Biosciences, Inc., a
corporation incorporated on December 6, 2002 (the “Corporation”), pursuant to
the provisions of the General Corporation Law of the State of
Delaware;
DOES HEREBY CERTIFY that the
Corporation owns 100% of the capital stock of Talon Therapeutics, Inc., a
corporation incorporated on October 18, 2010 (“Subsidiary”), pursuant to the
provisions of the General Corporation Law of the State of Delaware, and that by
a resolution of its Board of Directors, duly adopted by the unanimous written
consent of its members, filed with the minutes of the Board on October 20, 2010,
determined to and did merge into itself said Talon Therapeutics, Inc., which
resolution is in the following words to wit:
“WHEREAS,
the Board desires to cause Subsidiary to merge with and into the Corporation
(the “Merger”), with the Corporation remaining as the surviving corporation to
the Merger;
WHEREAS,
following the Merger, the Corporation shall succeed to all of the estate,
property, rights, privileges and franchises of Subsidiary and shall assume all
of Subsidiary’s liabilities and obligations; and
WHEREAS,
pursuant to the Merger, and as permitted by Section 253 of the Delaware General
Corporation Law, the name of the Corporation shall be changed to “Talon
Therapeutics, Inc.”
NOW,
THEREFORE BE IT RESOLVED, that Subsidiary merge with and into the Corporation,
with the Corporation remaining as the surviving corporation to the
Merger;
RESOLVED
FURTHER, that following the Merger, the Corporation succeed to all of the
estate, property, rights, privileges and franchises of Subsidiary and assume all
of Subsidiary’s liabilities and obligations;
RESOLVED
FURTHER, pursuant to and upon the effectiveness of the Merger, and as permitted
by Section 253 of the Delaware General Corporation Law, the Corporation
relinquishes its corporate name and assumes in its place the name “Talon
Therapeutics, Inc.”;
RESOLVED
FURTHER, that the Corporation’s officers are hereby authorized and directed to
prepare or cause to be prepared all necessary documents, agreements, instruments
and certificates to effectuate the Merger, including, without limitation, a
Certificate of Ownership to be filed with the Secretary of State of Delaware
(the “Certificate of Ownership”); and to execute and deliver such documents,
agreements, instruments and certificates, and to make such filings as they deem
necessary or advisable to effectuate the Merger, including, without limitation,
filing a Certificate of Ownership with the Secretary of State of Delaware, and a
certified copy thereof in the office of the Recorder of Deeds of New Castle
County;
RESOLVED
FURTHER, that the Merger shall be effective at 11:59 p.m. (EST) on December 1,
2010; and
RESOLVED
FURTHER, that the proper officer of this corporation be and he is hereby
directed to make and execute a Certificate of Ownership setting forth a copy of
the resolutions to merge into itself said Talon and assume the liabilities and
obligations of Talon, and the date of adoption thereof, and to cause the same to
be filed with the Secretary of State and to do all acts and things whatsoever,
whether within or without the State of Delaware, which may be in anywise
necessary or proper to effect said Merger.”
IN WITNESS WHEREOF, Hana
Biosciences, Inc. has caused this Certificate to be signed by Craig W. Carlson,
its Vice President, Chief Financial Officer, this 29th day of November,
2010.
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HANA
BIOSCIENCES, INC.
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By:
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/s/ Craig W. Carlson | |
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Craig
W. Carlson
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Vice
President, Chief Financial Officer
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