Attached files
EXHIBIT
2.3
Document processing fee | ||
If document is filed on paper | $150.00 | |
If document is filed electronically | Currently Not Available | |
Fees & forms/cover sheets are | 20071556235 C | |
subject to change. | $ 150.00 | |
To file electronically, access instructions | SECRETARY OF STATE | |
for this form/cover sheet and other | 12-06-2007 16: O8:34 | |
information or print copies of filed | ||
documents, visit www.sos.statc.co.us | ||
and select Business Center. | ||
Paper documents must be typewritten or machine printed | ABOVE SPACE TOR OFFICE USE ONLY |
Statement of Merger
(Surviving
Entitv is a Foreign Entity)
filed
pursuant to § 7-90-203.7 and § 7-90-204.5 of the Colorado Revised Statutes
(C.R.S.)
1. For
each merging
entity, its ID number (if applicable), entity name or true name, form of entity,
jurisdiction under the law of which it is formed, and principal address
are
(Caution: At leas! one merging entity must be an entity formed under the laws of
Colorado.)
ID Number | 19871534267 | ||
(Colorado Secretary of State ID number)
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Entity name or true name | Marwich II, Ltd. | ||
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Form of entity | Corporation | ||
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Jurisdiction | Colorado | ||
Street address | 203 N. La Salle Street, Suite 2100 | ||
(Street number and
name)
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Chicago
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IL | 60601 | ||||
(City) | (State) | (ZiP/Postol Code) | ||||
(Province- if applicable) | (Country) | |||||
Mailing address | ||||||
(leave blank if same as street address) | (Street number and name or Post OJJice Box information) | |||||
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ID Number | (Colorado Secretary of State ID number) | |||||
Entity name or true name Form of entity | ||||||
Form of entity |
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Jurisdiction | ||||||
Street address | ||||||
(Street number and
name)
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(City) | (State) | (Zip/postal Code) | ||||
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(Province- if applicable) | (Country) | |||||
Mailing address | ||||||
(leave blank if same as street address) | (Street number and name or Post OJJice Box information) | |||||
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(City) | (State) | (Zip/postal Code) | ||||
(Province - if applicable) | (Country) |
ID Number | |||
(Colorado Secretary of State ID number)
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Entity name or true name | |||
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Form of entity | |||
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Jurisdiction | |||
Street address | |||
(Street number and
name)
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(City) | (State) | (ZiP/Postol Code) | ||||
(Province- if applicable) | (Country) | |||||
Mailing address | ||||||
(leave blank if same as street address) | (Street number and name or Post OJJice Box information) | |||||
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(City)
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(State) | (ZiP/Postol Code) | ||||
(Province- if applicable) | (Country) |
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(If the following statement
applies, adopt the statement by marking the box and include on
attachment.)
|
o
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There
are more than three merging entities and the ID number (if applicable),
entity name or true name, form of entity, jurisdiction under the law of
which it is formed, and the principal address of each additional merging
entity is stated in an attachment.
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2.
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For
the surviving
entity which a foreign entity, its entity ID number (if
applicable), entity name or true name, form of entity, jurisdiction under
the law of which it is formed, and principal address
are
|
(Caution:
The surviving entity cannot
be an entity formed under the laws of Colorado.)
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5
ID Number | |||
(Colorado Secretary of State ID number)
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Entity name or true name | Marwich II, Ltd. | ||
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Form of entity | Corporation | ||
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Jurisdiction | Nevada | ||
Street address | 20400 Stevens Creek Blvd. | ||
(Street number and
name)
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Suite 700
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Cupertino
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CA | 60601 | ||||
(City) | (State) | (ZiP/Postol Code) | ||||
(Province- if applicable) | (Country) | |||||
Mailing address | ||||||
(leave blank if same as street address) | (Street number and name or Post OJJice Box information) | |||||
(City) | (State) | (ZiP/Postol Code) | ||||
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(Province- if applicable) | (Country) |
3.
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Each merging entity has been merged into the surviving foreign entity. |
4.
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(If the following statement applies, adopt the statement by marking the box and slate the appropriate document numher(s).). |
o
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One
or more of the merging entities is a registrant of a trademark described
in a filed document in the records of the secretary of state and the
document number of each filed document
is
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Document
number _________________________________
Document
number _________________________________
Document
number _________________________________
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(If the fo Hawing statement applies, adopt the statement by marking the box and include an attachment.) |
o
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There
are more than three trademarks and the document number of each additional
trademark is stated in an
attachment.
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5.
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(Mark the applicable box and complete the statement. Caution: Mark only one box.) |
o
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The
surviving foreign entity maintains a registered agent in this state.
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OR
þ
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The
surviving foreign entity does not maintain a registered agent in this
state and service of process may be addressed to the entity and mailed to
the principal address pursuant to section 7-90-704 (2),
C.R.S.
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OR
o
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The
surviving foreign entity has not maintained a registered agent in this
state and appoints a registered agent to accept service pursuant to
section 7-90-204.5, C.R.S. The person appointed as
registered agent has consented to being so appointed. Such
registered agent's name and address
are
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Name
(if an
individual)
__________________________________________________________
(Last) (First) (Middle) (Suffix)
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5
OR
(if an
entity) ______________________________________________________________________________________________________
(Caution:
Do not provide both an individual and on entity name.)
Street address | ||||||
(Street number and name) | ||||||
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CO | |||||
(City) | (State) | (ZiP Code) | ||||
Mailing address | ||||||
(leave blank if same as street address) |
(Street number and name or Post OJJice Box
information)
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CO | |||||
(City) | (State) | (ZiPCode) |
6.
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(If applicable, adopt the following statement by marking the box and include an attachment.) |
o
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This document contains additional information as provided by law. |
7.
|
(Caution:
Leave
blank
if the document does not have a delayed effective dale. Stating a delayed
effective dale
has
significant
legal
consequence*. Read
instructions before entering a date
)
|
(If
the following statement applies, adopt ihe statement by entering a dale and. if
applicable, time usinv the required format.)
The
delayed effective date and, if applicable, time of this document are
__________________________________________________
(mm/dd/yyyy
hourmimile am/pm)
Notice:
Causing
this document to be delivered to the Secretary of State for filing shall
constitute the affirmation or acknowledgment of each individual causing such
delivery, under penalties of perjury, that such document is such individual's
act and deed, or that such individual in good faith believes such document is
the act and deed of the person on whose behalf such individual is causing such
document to be delivered for Filing, taken in conformity with the requirements
of part 3 of article 90 of title 7, C.R.S. and, if applicable, the constituent
documents and the organic statutes, and that such individual in good faith
believes the facts stated in such document are true and such document complies
with the requirements of that Part, the constituent documents, and the organic
statutes.
This
perjury notice applies to each individual who causes this document to be
delivered to the Secretary of State, whether or not such individual is
identified in this document as one who has caused it to be
delivered
8. | The true name and mailing address of the individual causing this document to be delivered for filing are |
Lidstone | Herrick | K. | Jr. | |||
(Last) | (First) | (Middle) | (Suffix) | |||
6400 S. Fiddlers Green Circle | ||||||
(Street number and name or Post Office Box information) | ||||||
Suite 1000 | ||||||
Greenwood Village | CO | 80111 | ||||
(City) | (State) | (ZIP/Postal Code) | ||||
(Province - if applicable) | (Country) |
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(Ifapplicable, adopt ihe following statement bv marking ihe box andinclude an attachment.) |
o
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This document contains the true name and mailing address of one or
more additional individuals causing the document to be delivered for
filing
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5
Disclaimer:
This
form/cover sheet, and any related instructions, are not intended to provide
legal, business or tax advice, and are furnished without representation or
warranty. While this form/cover sheet is believed to satisfy minimum legal
requirements as of its revision date, compliance with applicable law, as the
same may be amended from time to time, remains the responsibility of the user of
this form/cover sheet. Questions should be addressed to the user's legal,
business or tax advisor(s).
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