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:
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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