Attached files
| file | filename |
|---|---|
| 8-K - Kiwibox.Com, Inc. | v170331_8k.htm |
| EX-99.1 - Kiwibox.Com, Inc. | v170331_ex99-1.htm |
Exhibit
10.40
CERTIFICATE
OF OWNERSHIP AND MERGER
OF
Kiwibox
Media, Inc.,
a
Delaware corporation
with
and into
Magnitude
Information Systems, Inc.,
a
Delaware corporation
Magnitude Information Systems, Inc.
hereby certifies that:
FIRST:
Magnitude Information Systems, Inc. (“Parent” or
the “Corporation”)
is a business corporation organized and existing under the General Corporation
Law of the State of Delaware (“DGCL”).
SECOND:
Parent owns 100% of all of the issued and outstanding shares of each class of
capital stock of Kiwibox Media, Inc. (“Subsidiary”),
which is a business corporation organized and existing under the
DGCL.
THIRD:
Parent hereby merges Subsidiary into Parent. The Parent shall be the surviving
corporation of the merger, with the existing certificate of incorporation of
Parent as in effect immediately prior to the merger as the certificate of
incorporation of the surviving corporation, except that ARTICLE I relating to
the name shall be struck and shall be substituted in lieu therefor the following
article:
ARTICLE
I
NAME
“The name
of the corporation is Kiwibox.Com, Inc.”
FOURTH:
By Unanimous Written Consent, dated December 15, 2009, the Board of Directors of
Magnitude Information Systems, Inc. adopted the following resolutions, approving
the merger of the Subsidiary with and into the Parent pursuant to Section 253 of
the DGCL:
WHEREAS,
Section 253 of the Delaware General Corporation Law (“DGCL”) permits the
“short-form” merger into a parent corporation of a subsidiary corporation where
at least 90% of the outstanding shares of each class of stock of the subsidiary
corporation are owned by the parent corporation by executing, acknowledging and
filing, in accordance with Section 103 of the DGCL, a certificate of such
ownership and merger setting forth a copy of the resolution of its board of
directors to so merge and the date of adoption; and
WHEREAS,
the Board of Directors of the Company believes, based on discussions with, the
analysis of, and the recommendations of the Company’s management, and after
consideration of all relevant factors, that it is in the best interest of the
Company’s stockholders to effect a short-form merger of Kiwibox Media, Inc. with
and into the Company.
NOW,
THEREFORE, BE IT RESOLVED, that the form of Certificate of Ownership and Merger,
is hereby adopted and approved with such additions, modifications, or deletions
as the officers of the Company deem necessary or appropriate and in the best
interest of the Company and its stockholders; and it is
further
RESOLVED,
that the Company's subsidiary, Kiwibox Media, Inc., be merged with and into the
Company (the “Merger”) and that upon the filing of the appropriate Certificate
of Ownership and Merger with the Secretary of State of the State of Delaware,
the Company's name shall be changed to Kiwibox.Com, Inc; and it is
further
RESOLVED,
that by virtue of the Merger and without any action on the part of the holder
thereof, each then outstanding share of each class of the capital stock of the
Company shall remain unchanged and continue to remain outstanding as one share
of the capital stock of the Company, held by the person who was the holder of
such share of the capital stock of the Company immediately prior to the Merger;
and it is further
RESOLVED,
that by virtue of the Merger and without any action on the part of the holder
thereof, each then outstanding share of the capital stock of the Subsidiary
shall be canceled and no consideration shall be issued in respect thereof; and
it is further
RESOLVED,
that the proper officers of the Company be and hereby are authorized and
directed to make, execute and acknowledge, in the name and under the corporate
seal of the Company, a Certificate of Ownership and Merger for the purpose of
effecting the Merger and to file the same in the office of the Secretary of
State of the State of Delaware, and to carry out and effectuate the purpose and
intent of the resolutions relating to the Merger.
FIFTH:
This certificate shall be effective as of December 31, 2009.
IN
WITNESS WHEREOF, said MAGNITUDE INFORMATION SYSTEMS, INC. has caused this
Certificate of Ownership and Merger to be executed by its duly authorized
officer on this 15th day of December, 2009.
Magnitude
Information Systems, Inc.
By:_
_____________________
_____________________Rudolf
Hauke, President