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Dec. 16. 201610:34AM No. 0653 P. 3/3 <br /> RESOLVED, that the Merger may be abandoned at any time before the <br /> Effective Time by the Corporation upon the adoption of a duly authorized <br /> resolution abandoning the Merger;and be it further <br /> RESOLVED, that the appropriate officers of the Corporation are hereby <br /> authorized,directed and empowered to make,execute and acknowledge,in the name <br /> of the Corporation,a certificate of ownership and merger for the purpose of effecting <br /> the Merger,and to file the same in the office of the Secretary of State of the State of <br /> Delaware;and be it further <br /> RESOLVED, that the appropriate officers of the Corporation are hereby <br /> authorized, empowered and directed to execute such other documents and take <br /> such other actions as are necessary or desirable to carry out the purposes and <br /> intent of the foregoing resolutions and to effect the Merger. <br /> FOURTH;The Corporation shall be the surviving corporation of the Merger. <br /> FIFTH: The Certificate of Incorporation of the Corporation as in effect immediately <br /> prior to the effective time of the Merger shall be the Certificate of Incorporation of the surviving <br /> corporation. <br /> IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership <br /> and Merger to be executed by its duly authorized officer this 16th day of December,2016. <br /> KTEWIT INFRASTRUCTURE WEST CO. <br /> �r• <br /> Naa e: ay o <br /> Tide: Secretary <br /> 2 <br />