_REVISION - M1977326 ‎(6)‎

• Permit No: M1977326
• IBM Index Class Name: Revision
• Doc Name: STATE OF DELAWARE OFFICE O FSECRETARY OF STATE
• Type & Sequence: SO2
• Media Type: D
• Archive: No

• •Fl— = ,E�:rcVrola19Ca/ce••.<r7r SECRETARY OF STATE
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Y7;7 t0 : 77 19�1 DIVISION OF CORPORATIONS
FILED 10:00 AM 10/23/1990
902965091 — 2059269
I �
CD
CERTIFICATE OF OWNERSHIP AND HERGER t
OF
COLORADO REFRACTORIES CORPORATION,
A WHOLLY-OWNED SUBSIDIARY OF ADIENCE, INC. , CD
WITH AND INTO ADIENCE, INC. Cil
G'1
Pursuant to Section 253 of the Delaware General
Corporation Law ( "GCL" ) , the undersigned corporation, organized
and existing under and by virtue of the GCL, certifies as follows
for the purpose of merging its wholly-owned subsidiary, Colorado
Refractories Corporation ("CRC") , with and into the undersigned,
with the undersigned being the surviving corporation:
FIRST: CRC, the subsidiary to be merged with and into
the undersllg--n-e-d parent corporation, is incorporated under the laws
of the State of Colorado and the laws of such jurisdiction permit
such a merger.
SECOND: The number of shares of capital stock of CRC
outstanding immediately prior to the merger is 250 and the
undersigned is the owner of all such shares.
THIRD: On September 28, 1990, the Board of Directors of
the undersllgg adopted the Resolutions attached hereto as
Exhibit A, which Resolutions provide for the merger of CRC with
and into the undersigned pursuant to the terms of the Agreement
and Plan of Merger attached to such Resolutions as Exhibit A.
ADIENCE, INC.
By:
Title: Herbert T. Kerr Chairs ❑
ATTEST:
By:
887a7ac�amb Secretary
(Corporate seal )