Attached files
| file | filename |
|---|---|
| 8-K - First Surgical Partners Inc. | v212063_8k.htm |
CERTIFICATE
OF OWNERSHIP
OF
ARKSON
NUTRACEUTICALS CORP.
(a
Delaware corporation)
AND
FIRST
SURGICAL PARTNERS INC.
(a
Delaware corporation)
UNDER
SECTION 253 OF THE GENERAL CORPORATION LAW
OF THE
STATE OF DELAWARE
The undersigned corporations organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware,
DO HEREBY CERTIFY:
FIRST: That
the name and state of incorporation of each of the constituent corporations of
the merger are as follows:
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NAME
|
STATE OF
INCORPORATION
|
|
Arkson
Nutraceuticals Corp.
|
Delaware
|
|
First
Surgical Partners Inc.
|
Delaware
|
SECOND: That
100% of the outstanding stock of First Surgical Partners Inc. is owned by Arkson
Nutraceuticals Corp.
THIRD: That
the name of the surviving corporation of the merger is Arkson Nutraceuticals
Corp., which will continue its existence as said surviving corporation under the
name First Surgical Partners Inc.
FOURTH: That
the Certificate of Incorporation of Arkson Nutraceuticals Corp., a Delaware
corporation, the surviving corporation, shall be the Certificate of
Incorporation of the surviving corporation, except that article FIRST relating
to the name shall be struck and shall be substituted in lieu therefor the
following article:
“FIRST: The
name of the corporation is First Surgical Partners Inc.”
FOURTH: That
the members of the Board of Directors of Arkson Nutraceuticals Corp. unanimously
adopted the following resolution by written consent on the 7th day of February,
2011:
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|
RESOLVED,
that the Company's wholly-owned subsidiary, First Surgical Partners Inc.,
be merged with and into the Company, and that upon the filing of the
appropriate certificate of Ownership with the Secretary of State of the
State of Delaware, the Company's name shall be changed to First Surgical
Partners Inc.
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FIFTH: This
merger shall be effective on February 18, 2011.
IN WITNESS WHEREOF, the undersigned
have executed this Certificate this 7th day of February, 2011.
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ARKSON
NUTRACEUTICALS CORP.
|
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By:
/s/ Anthony F.
Rotondo
|
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Name: Anthony
F. Rotondo
|
|
|
Title:
Chief Executive Officer
|
|
|
FIRST
SURGICAL PARTNERS INC.
|
|
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By:
/s/ Don
Knight
|
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Name: Don
Knight
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Title: CEO
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