Attached files
| file | filename |
|---|---|
| EX-2.1 - SRKP 25 INC | v183689_ex2-1.htm |
| EX-10.4 - SRKP 25 INC | v183689_ex10-4.htm |
| EX-21.1 - SRKP 25 INC | v183689_ex21-1.htm |
| EX-10.8 - SRKP 25 INC | v183689_ex10-8.htm |
| EX-10.5 - SRKP 25 INC | v183689_ex10-5.htm |
| EX-10.1 - SRKP 25 INC | v183689_ex10-1.htm |
| EX-10.6 - SRKP 25 INC | v183689_ex10-6.htm |
| EX-10.7 - SRKP 25 INC | v183689_ex10-7.htm |
| EX-10.2 - SRKP 25 INC | v183689_ex10-2.htm |
| EX-10.3 - SRKP 25 INC | v183689_ex10-3.htm |
| EX-16.1 - SRKP 25 INC | v183689_ex16-1.htm |
| 8-K - SRKP 25 INC | v183689_8k.htm |
CERTIFICATE
OF OWNERSHIP AND
MERGER
MERGING
CHINA
CENTURY DRAGON MEDIA, INC.
INTO
SRKP 25,
INC.
(Pursuant
to section 253 of the General Corporation Law of the state of
Delaware)
SRKP 25, Inc., (the “Company”) a
corporation organized and existing under the laws of the state of Delaware, does
hereby certify:
First: That this
Company was incorporated on December 17, 2007 pursuant to the General
Corporation Law of the state of Delaware.
Second: That this
Company owns all of the issued and outstanding shares of stock of China Century
Dragon Media, Inc., a corporation organized and existing under the laws of the
state of Delaware.
Third: That this
Company, by resolutions of its board of directors duly adopted by unanimous
written consent on April 30, 2010 determined to merge into itself said China
Century Dragon Media, Inc. which resolutions are set forth on Exhibit A, attached
hereto and incorporated herein.
Fourth: The
Certificate of Incorporation of the Company is hereby amended by deleting
Article I of the Certificate of Incorporation in its present form and
substituting therefore new Article I in the following form: The name
of the Company is China Century Dragon Media, Inc.
Fifth: The
merger shall be effective upon filing with the Delaware Secretary of
State.
IN WITNESS WHEREOF, SRKP 25, Inc. has
caused this Certificate of Ownership and Merger to be executed by a duly
authorized officer this 30th day of April 2010.
|
SRKP
25, Inc.
|
|
|
By:
|
/s/ Richard Rappaport
|
|
Name:
|
Richard
Rappaport
|
|
Title:
|
President
|
Exhibit
A
RESOLUTIONS
OF MERGER
Formation of Wholly-Owned
Subsidiary to Effectuate a Name Change
WHEREAS, the Company was formed for the
sole purpose of changing the name of SRKP 25, Inc., (the “Parent”) to China
Century Dragon Media, Inc. to better reflect the business of the Parent (the
“Name
Change”);
WHEREAS,
Section 253 of the 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 Name Change shall be effectuated by the filing of a certificate of ownership
and merger merging the Company into the Parent.
NOW, THEREFORE, BE IT RESOLVED, that
the form of Certificate of Ownership and Merger (the “Certificate of
Merger”) attached hereto as Exhibit A to be filed
is hereby adopted and approved with such additions, modifications, or deletions
as the sole officer of the Company deems necessary or appropriate and in the
best interest of the Company and its stockholders.
RESOLVED
FURTHER, that the sole officer of the Company be, and hereby is, authorized and
directed, to cause the Certificate of Merger to be filed with the Secretary of
State of the State of Delaware.