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HomeMy WebLinkAboutNCS000533_Name-Owner Change Supporting Info_20210622Delaware Page The First State I, JEFFREY W. BULLOCK, 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: "SILAR, LLC", A DELAWARE LIMITED LIABILITY COMPANY, WITH AND INTO "ENTEGRIS, INC. " UNDER THE NAME OF "ENTEGRIS, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE ON THE EIGHTH DAY OF MARCH, A.D. 2021, AT 8:58 O'CLOCK A.M. 3941572 8100M SR# 20210824690 Hlfny'H. Eullosh.3niMi7 d SLaI• Authentication: 202686773 Date: 03-09-21 You may verify this certificate online at corp.delaware.gov/authver.shtml CERTIFICATE OF MERGER MERGING SILAR, LLC INTO ENTEGRIS, INC. State of Delaware Secretary of State Division of Corporations Delivered 08:58 AM 03/08/2021 FILED 08:58 AM 03/08/2021 SR 20210824690 - HeNumber 3941572 Pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the "LLC Act") and Section 264 of the Delaware General Corporation Law (the "DGCL"), the undersigned corporation submits the following Certificate of Merger adopted for Filing and hereby certifies that: FIRST: The name and state of jurisdiction of formation of each of the constituent entities is as follows: Name of Entity Type of Entity Jurisdiction of Formation Sitar, LLC Limited liability company Delaware Entegris, Inc. Corporation Delaware SECOND: An Agreement and Plan of Merger (the "Plan of Merger") providing for the merger (the "Mergr") of Sitar, LLC, a Delaware limited liability company, with and into Entegris, Inc., a Delaware corporation, has been approved, adopted, certified, executed and acknowledged by each of the constituent entities in accordance with the provisions of Section 18-209 of the LLC Act and Section 264 of the DGCL. THIRD: Entegris, Inc. shall be the surviving company after the Merger (the "Surviving Company"). The name of the Surviving Company is Entegris, Inc. FOURTH: The Merger is to become effective upon filing this Certificate of Merger. FIFTH: The Amended and Restated Certificate of Incorporation of Entegris, Inc., as amended, shall and will constitute the certificate of incorporation of the Surviving Company. SIXTH: The executed Plan of Merger is on file at the office of the Surviving Company, the address of which is 129 Concord Road, Billerica, Massachusetts 01821, SEVENTH: A copy of the Plan of Merger will be furnished by the Surviving Company, on request and without cost, to any shareholder of any constituent corporation or any member of any constituent limited liability company. [Signature Page Follows] ENTEGRIS PROPRIETARY AND CONFIDENTIAL— INTERNAL IN WITNESS WHEREOF, Entegris, Inc. has caused this Certificate of Merger to be signed by a duly authorized officer thereof, on the 8th day of March, 2021. ENTEGRIS, INC. By: Name: Joseph Colella Title: Senior Vice President, General Counsel & Secretary