INPIXON - FORM 8-K - EX-3.1 - ARTICLES OF MERGER, EFFECTIVE AS OF MARCH 1, 2017

Attached files

file	filename
EX-99.1 - PRESS RELEASE ISSUED ON FEBRUARY 28, 2017 - INPIXON	f8k022717ex99i_sysorex.htm
EX-3.2 - CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION, EFFECTIVE AS OF MARCH 1, - INPIXON	f8k022717ex3ii_sysorex.htm
EX-2.1 - AGREEMENT AND PLAN OF MERGER, DATED FEBRUARY 27, 2017, BY AND BETWEEN SYSOREX GL - INPIXON	f8k022717ex2i_sysorex.htm
8-K - CURRENT REPORT - INPIXON	f8k022717_sysorexglobal.htm

Exhibit 3.1

BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201	Filed in the office of	Document Number
(775) 684-5708	/s/ Barbara K. Cegavske	20170087257-89
Website: www.nvsos.gov	Barbara K. Cegavske	Filing Date and Time
	Secretary of State	02/27/2017 3:20 PM
	State of Nevada	Entity Number
		C8519-1999

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 1

USE BLACK INK ONLY – DO NOT HIGHLIGHT

ABOVE SPACE FOR OFFICE USE ONLY

Articles of Merger

(Pursuant to NRS Chapter 92A)

1)	Name and jurisdiction of organization of each constituent entity (NRS 92A.200):

☐

If there are more than four merging entities, check box and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity from article one.

Inpixon
Name of merging entity

Nevada		Corporation
Jurisdiction		Entity type*

Name of merging entity

Jurisdiction		Entity type*

Name of merging entity

Jurisdiction		Entity type*

Name of merging entity

Jurisdiction		Entity type*

and,
Sysorex Global
Name of surviving entity

Nevada		Corporation
Jurisdiction		Entity type*

*Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

Filing Fee: $350.00

This form must be accompanied by appropriate fees.		Nevada Secretary of State 92A Merger Page 1
		Revised: 1-5-15

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 2

USE BLACK INK ONLY – DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

2)	Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.190):

Attn:

c/o:

3)	Choose one:

☐

The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

☒

The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180).

4)	Owner's approval (NRS 92A.200) (options a, b or c must be used, as applicable, for each entity):

	☐	If there are more than four merging entities, check box and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity from the appropriate section of article four.

	(a) Owner's approval was not required from

Inpixon

Name of merging entity, if applicable

and, or;

Sysorex Global

Name of surviving entity, if applicable

This form must be accompanied by appropriate fees.		Nevada Secretary of State 92A Merger Page 2
		Revised: 1-5-15

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 3

USE BLACK INK ONLY – DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

(b) The plan was approved by the required consent of the owners of *:

Name of merging entity, if applicable

and, or;

Name of surviving entity, if applicable

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

This form must be accompanied by appropriate fees.	Nevada Secretary of State 92A Merger Page 3
	Revised: 1-5-15

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 4

USE BLACK INK ONLY – DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.

Name of merging entity, if applicable

and, or;

Name of surviving entity, if applicable

This form must be accompanied by appropriate fees.	Nevada Secretary of State 92A Merger Page 4
	Revised: 1-5-15

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 5

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

5)	*Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200):**

	Article I of the Restated Articles of Incorporation of the surviving entity is amended to read as follows:

	“ARTICLE I. NAME

	The name of the corporation is INPIXON (the ‘Corporation’).”

6)	Location of Plan of Merger (check a or b):

	☐	(a) The entire plan of merger is attached;

	or,

☒

(b)The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

7)	Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)

Date: March 1, 2017 Time: 12:02 am

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated” or “Amended and Restated,” accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

This form must be accompanied by appropriate fees.	Nevada Secretary of State 92A Merger Page 5
	Revised: 1-5-15

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

Articles of Merger

(PURSUANT TO NRS 92A.200)

Page 6

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*

☐ (If there are more than four merging entities, check box and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity from article eight.

Inpixon
Name of merging entity

/s/ Nadir Ali	President	2/27/2017
Signature	Title	Date


Name of merging entity

X
Signature	Title	Date


Name of merging entity

X
Signature	Title	Date


Name of merging entity

X
Signature	Title	Date

and,
Sysorex Global
Name of surviving entity

/s/ Nadir Ali	Chief Executive Officer	2/27/2017
Signature	Title	Date

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.	Nevada Secretary of State 92A Merger Page 6
	Revised: 1-5-15

INPIXON - FORM 8-K - EX-3.1 - ARTICLES OF MERGER, EFFECTIVE AS OF MARCH 1, 2017 - March 1, 2017

Attached files

INPIXON Reports