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HomeMy WebLinkAboutNCG030658_Name-Owner Change Supporting Info (2)_20220610DATE DOCUMENT ID DESCRIPTION FILING EXPED 12/16/2019 201935002066 Merger (MER) 99.00 100.00 Receipt This is not a bill. Please do not remit payment. CERTIFICATE Ohio Secretary of State, Frank LaRose 4294265 It is hereby certified that the Secretary of State of Ohio has custody of the business records for TN AMERICAS LLC and, that said business records show the filing and recording of. Document(s) Document No(s): Merger 201935002066 CF.E United States of America State of Ohio Office of the Secretary of State Effective Date: 12/20/2019 Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 16th day of December, A.D. 2019. Ohio Secretary of State DATE DOCUMENT ID DESCRIPTION 12/1612019 201935002066 MERGED OUT OF EXISTENCE (MEX) Receipt This is not a bill. Please do not remit payment. FILING EXPED CERT COPY 0.00 0.00 0.00 0.00 STATE OF OHIO CERTIFICATE Ohio Secretary of State, Frank LaRose 1290834 It is hereby certified that the Secretary of State of Ohio has custody of the business records for COLUMBIANA HI TECH, LLC and, that said business records show the filing and recording of: Documents) Document No(s): MERGED OUT OF EXISTENCE 201935002066 Effective Date: 12/20/2019 C ter ro United States of America State of Ohio Office of the Secretary of State Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 16th day of December, A.D. 2019. Ohio Secretary of State Form 551 Prescribed by: ///,elrnrts`tigi 1 �, $ m, Toll Fmo: (877) SOS -FILE (877-7674453) Central ONO: (614) 466-3910 www.OblosemlaTofstate.gov Ohio Secretary of State �ry � 8usserv@Oh)oSecmfa"f5tate.gov RIG online or lot more Information: vanv,0H8us/gessCentmt.som For screen readers, follow Instructions located a this oath. Mail this form to one of the following: Regular Ring (non expedite) PA. Box 1329 Coiumbus, OH 43216 Expedite Flung (TWO bualne" day prm:essins ems. Roquires an additions[ $100.00) P.O. Box 1396 Columbus, OH 43216 Certificate ofR.1.1erger Filing Fee: $99 10) Forms Must Be Typed In accordance with the requirements of Ohio law, the undersigned corporations, banks, savings banks, savings and loan associations, limited liability companies, partnerships, limited partnerships and/or limited liability partnerships, desiring to effect a merger, set forth the following facts 1. (Surviving) Entity TN Americas LLC A. Name of Entity Surviving the Merger B. Name Change: As a result of this merger, the name of the surviving entity has changed to the following (Complete only if name of surviving entity is changing through the merger) C. The surviving entity is a (Please check the appropriate box and fill in the appropriate blanks) 1 Domestic (Ohio entity) ® Foreign (Non -Ohio Entity) Delaware Jurisdiction of formation 2, Charter/Registration/License Number 2R4265 (If licensed in Ohio as domestic or foreign) 3, For -Profit Corporation , Nonprofit Corporation r ®For -Profit Limited Liability Company r Nonprofit Limited Liability Company Partnership ea �. ,t t Limited Partnership Limited Liability Partnership Unincorporated Nonprofit Association Form 551 Page 3 of 10 Last Revised: 10/01/2017 OH098 - 2,'5120I B Woltaa Kluwer Online !LCONSTITUENT ENTITY Provide the name, Ohio charter/license/registration number, type of entity, jurisdiction offormation, for each entity merging out ofexistence, (If this isinsufficient space brreflect all merging entities, please attach a separate sheet listing the additional merging entitiao). Entity Name OhiuCharter/Li000en/ Jurisdiction Type of Registration Number of Formation Entity 111, MERGER AGREEMENT ON FILE The name and mailing address of the person or entity from whom/which eligible persons may obtain a copy of the merger agreement upon written request Thomas Pennington Name 17135 Minstrel Way, Suite 300 Mailing Address Columbia Maryland City State Zip Code IV. EFFECTIVE DATE OF MERGER 12/20/2019 merger is to be effective on (The date specified must be on or LThis the'sdate of the filing, If no date is specified, the date of filing will be the effective date of the merger). V. MERGER AUTHORIZED Each constituent entity has complied with the laws under which it exists and the laws permit the merger. The agreement of merger is authorized on behalf of each constituent entity and each person who signed the certificate on behalf of each entity is authorized to do so. Page 4of 10 ORT,99 - 2/5/20 mxu° x*° o*^ Last Revised: 10/01/2017 Vl.STATEMENT OF MERGER Upon filing this Certificate of Merger, or upon such later date as specified herein, the merging entity/entities listed herein shall merge into the listed surviving entity. Vil. STATUTORY AGENT - To be filed ONLY if the surviving entity Is a foreign entity not licensed In Ohio. If the surviving entity is a foreign entity NOT licensed to transact business in Ohio, provide the name and address of a statutory agent upon whom any process, notice or demand may be served. CORPORATE CREATIONS INTERNATIONAL INC. ATTN: D|ANA SERRA 801 US HIGHWAY NORTH PALM BEACH, FLU34U8 TELEpH[>NE:S61'6S4-8107 NU.AMENDMENTS If a domestic corporation, limited liability company or limited partnership survives the merger, any amendments to the entity's articles of incorporation, articles of organization, or certificate of limited partnership of the surviving domestic entity shall be filed with the certificate of merger, DAmondmontsare attached NNoAmendments If you are amending the total number of shares, please complete this box so the appropriate filing fee iacharged, Total number of shares previously listed in the Articles or other Amendments with the Ohio Secretary of State: E77 With the submission ofthis amendment, NEW total number v(shares: IX, REQUIREMENTS OF CORPORATIONS MERGING OUT OFEXISTENCE If a domestic corporation or foreign corporation licensed to transact business in Ohio isoconstituent entity and the surviving entity is not a domestic corporation or foreign corporation to be licensed in Ohio, the certificate of merger must be accompanied by the affidavits, receipts, certificates, or other evidence required by division (H) of section 1701.86 division (G) of section 1702.47 of the Revised Code with respect to each domestic constituent corporation, and/or bythe affidavits, mm*ipto, uortifioatee, mother evidence required by division (C) or (D) of section 1703.17 of the Revised Code with respect to each foreign constituent corporation licensed hxtransact business inOhio, X.QUALIFICATION DRLICENSE OPFOREIGN SURVIVING ENTITY Asurviving foreign entity that wishes to qualify in Ohio as part of the merger must file an additional form, as listed below, but no additional filing fee is required. Foreign Qualifying Corporation - Form 530A or B and Certificate of Good Standing Foreign Notice (if qualifying entity is a foreign bank, savings bank, orsavings and loan association) - Form 552 Foreign Qualifying Limited Liability Company ' Form 533B Foreign Qualifying Limited Partnership - Form 531R Foreign Qualifying Limited Liability Partnership - Form, 537 and Evidence of Existence in Jurisdiction of Formation Fonn551 pu.e5ofzo Last Rovisod:10/01/2817 The undersigned constituent entities (constituent entities include all merging and surviving entities)have caused this certificate of merger to be signed by their duly authorized officers, partners and representatives. Name of entity Its, I Chief Financial Officer lColumbiana Hi Tech, LLC Name of entity By: .| Jean -Luc Pulaye, Its: I Chief Operating Officer Name of entity By: Signature Its: Anauthorized representative ofeach constituent corporation, partnership, orundgmusta|QnthomerQer certificate U2RC1701.81(A),17V2.43(A),1705.88(A).1776.7O(/),1782.433(A)).this includes all merging and surviving entities. Fonn551 Page sof10 Last Revised:1U01/2O17 Complete the information inthis section, AFFIDAVIT |nlieu ufdissolution releases from various governmental authorities. Name ofCorporation The undersigned, being first duly sworn, declares that on the dates indicated below, each of the named state governmental agencies was advised IN WRITING of the scheduled date of filing of the Certificate and was advised IN WRITING of the acknowledgement by the corporation of the applicability of the provisions of section 1701.95ofthoORC. Agency Date Notified Agency Date Notified Ohio Bureau of Workers' (MM/DD/YYYY) Ohio Job & Family Services (MM/DDIYYYY) Compensation Status and Liability Section 30 W. Spring Street Data Correspondence Control Columbus, Ohio 43215 Fax: 614-752-4811 Phone: 614-466-2319 Overnight Address: Regular Address: Only required for clornestic for -profit corporations P.O Box 182413 P.O. Box 182413 Columbus, OH 43218-2413 Columbus, OH 43218-2413 Agency Date Notified The corporation is not required to pay or the Ohio Department of Taxation (MM/DDNYYY) 0 department of taxation has not assessed any Taxpayer Services/Tax Release Unit personal property tax. P.O. Box 182382 Columbus, OH 43218-2382 * Complete this date notified field only if the corporation is a domestic non-profit corporation or foreign corporation. * Note: Domestic for-profil corporations must submit with this filing a Certificate of Tax Clearance issued by the Ohio Department of Note: This affidavit must be signed by one or more persons executing the certificate or by an officer of the Signature L Title I Name Mailing Address City State ZIP Code Seal Sworn to and subscribed in my presence on this date Notary Public Date Commission Expires Fonn551 OHM -momvm" um= Page rofzu Last Rsvisad:1O01/2D17 State of countvc« Name of Officer of Title of Officer Name ofCorporation and that this affidavit is made incompliance with Ohio Revised Code Section That above -named corporation: (Check one (1)o/the following) []Hasnopersonal property in any county in Ohio []ls the type required !opay personal property taxes hostate authorities only []Mmupersonal property inthe following county (ims County County County Signature Title I Sworn hoand subscribed inmypresence nnthis date (MMX]DNYYY) Page aof 10 011099�2;512018r. It"xu=,o.1i° Notary Public Date Commission Expires (MM/DD/YYYY) Last Revised.1801/2O17