Document XR8Lw1JKoxK7rLNpEebzzNagw
f
-re. (cFilin? foe: S2QAQ
DUPLICATE ORIGINAL OF ARTICLES OF MERGER
OF DOMESTIC SUBSIDIARY CORPORATION INTO
American Insulated Wire Corporation
Pursuant to the provisions of Section 7-1.1-68.1 of the General Laws, 1956, as amended, the undersigned corporation adopts the following Articles of Merger for the purpose of merging the subsidiary corporation into itself:
Fikst: The following Plan of Merger was approved by the directors of the under signed corporation in the manner prescribed by said Section 7-1.1-68.1:
(bout Plea el
1. Rhode Island Insulated Wire Co., Inc., a Rhode Island
Corporation, (hereinafter called "Subsidiary") the
wholly-owned Subsidiary of American Insulated Wire ' Corporation, a Rhode Island Corporation, (hereinafter i called "American") shall be merged into American,
which shall be the surviving Corporation.
2. The outstanding shares of stock of Subsidiary consist of 1000 shares of common stock, all of which are owned by American.
3. On the effective date of the Merger of Subsidiary into
American, the separate existence of Subsidiary shall
cease, the stock of Subsidiary shall be canceled, and
American, as the surviving Corporation, shall succeed
to all of the properties, rights and other assets and
be subject to all of the liabilities of Subsidiary
without further action by either Corporation.
4. The officers and directors of Subsidiary as of the effective date of this Merger shall, upon request by American, execute and deliver such documents and take such other action as may be necessary to carry out this Plan of Merger.
5. The effective date of this Merger shall be December 31,
FORM Itl til 1-70
SC-ELEC-07010
WAIVER OF NOTICE
The undersigned, being the sole shareholder of Rhode Island Insulated Wire Corporation, a Rhode Island Corporation, hereby waives all notice, whether required by statute or otherwise, of the Plan of Merger approved December 12, 1977 by the Board of Directors of American Insulated Wire Corpora tion, a Rhode Island Corporation, under which Plan said Rhode Island Insulated Wire Co., Inc. , a wholly-owned Sub sidiary of American Insulated Wire Corporation, is to be merged into American Insulated Wire Corporation, effective as of December 31, 1977, and the undersigned hereby agrees and consents to the filing with the Rhode Island Secretary of State at any time on or after the date hereof and prior to December 31, 1977 of Articles of Merger to effectuate such Plan.
Dated: December^^ , 1977
iTION
Its President
*
Second: As to the subsidiary corporation, the number of shares outstanding, and
the designation and number of outstanding shares of each class and the number of shares
of each class owned by the surviving corporation are as follows:
Number of shares ontstapding
Number of ibares owned by tnrvir* ing corporation
Designation of dees
Number of sbam
Number of sham owned by surrivjpg corporation
1000
1000
Common
1000
1000
Third : A copy of the plan of merger was mailed to the shareholders of the subsidiary corporation on.....?.9.9...9.E.?.?9kd._Wsiver..o,._Noti.c(s............. signed by all shareholders of the Subsidiary Corporation.
FOURTH: Time merger to become effective (7-1.1-69): December 31, 1977
Dated...... December...... ........... , 19..7.7.
..Ame.rio^.lns^ul^ted..Wire..jCorperat ion
By .. ^
-..... .........
Ira Is ...^.^feesident. .
and C<-
^4:-.'
State of Rhode Island \
Sc.
Countyof Providence) At.................... Erovidsnc.e............. in said county on the......... /?
"day of
...December...................................... 19. 77, before me personally appeared....Arnold....
... T... Galkin................................ , who being by me first duly sworn, declared that he is
the............ Secretary........... . ..... ...... .........of
e. .Cor
that he signed the foregoing document as such....^0raC1..Tl.......... Secretary...... of the
corporation, and that thestatements therein contained are true.
CERTIFICATE OF MERGER ; osPArt v -- ;. ,rt v:
OF DOMESTIC CORPORATIONS
.
.
INTO
j .............."
American Insulated Wire Corporation ....... .... ' ~
I,ELIZflBElH..S. ..HSMXLTCN., .Second.Deputy... Secretary of State of the State of Rhode
Island, hereby certify that duplicate originals of Articles of Merger of...........................
..*<HC|tjJB..XgLaaN5>.JIlS^D2!aflBBp..5(EEJRE..OC)s,,.aEBCa_ and
...
,. . , American, Insulated Mire
,.
.
domestic corporations, into...corporation................................... , a domestic corporation,
duly signed and verified pursuant to the provisions of Chapter 7-1.1 of the General Laws,
1956, as amended, have been received in this office and are found to conform to law, and
that the foregoing is a duplicate original of the Articles of Merger.
Witness my hand and the seal of the State
of Rhode Island this 23rd day of December
19 77.
.
C Seccmo Deputy
Secretary ofState
...............
RECEIVED r" ^ DEC $ 3197?