_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

of the Constituent Corporations and is not terminated as
cor.temDlated by Sec_ion 8 hereof, ( i ) a certificate of merger ( the
"Certificate of Merger" ) , executed in accordance with the GCL,
shall be filed with :he Secretary of State of Delaware and
recorded in the OfE_ce of the Recorder of Deeds in the County of
Delaware in accordance with the GCL and
( ii ) articles of merger ( the "Articles of Merger" ) , executed in
accordance with the Code, shall be filed with the Secretary of
State of Colorado in accordance with the Code.
(b) The merger provided for herein shall become
effective upon the filing of the Certificate of Merger with the
Secretary of State of Delaware and the filing of the Articles of
Merger with the Secretary of State of Colorado (such date being
herein referred to as the "Effective Date" ) .
5. Certificate of Incor oration. The Certificate of
Incorporation of Adience, as in a ect on the Effective Date, from
and after the Effective Date and, until further amended as
provided by applicable law, shall be, and may be separately
certified as, the Certificate of Incorporation of the Surviving
Corporation.
6. By-Laws. The By-Laws of Adience, as in effect on
the Effective Date, shall be the By-Laws of the Surviving
Corporation, to remain unchanged until amended in accordance with
the provisions thereof and of applicable law.
7 . Directors and Officers. Upon the Effective Date,
the Board of Directors of the Surviving Corporation shall consist
of those persons who were directors of Adience immediately prior
to the Effective Date, and the officers of the Surviving
Corporation shall be the persons who were officers of Adience
immediately prior to the Effective Date, each such person to hold,
in accordance with the By-Laws and at the pleasure of the Board of
Directors of the Surviving Corporation, the same office or offices
with the Surviving Corporation as he or she then held with
Adience.
8. Termination and Amendment . This Agreement may be
terminated by the Board of Directors of either Adience or CRC at
any time prior to the Effective Date. In addition, the Boards of
Directors of Adience and CRC may amend this Agreement at any time
prior to the Effective Date.
9 . Misceilaneous . Upon the Effective Date, all the
property, rights, privileges, franchises, patents, trademarks,
licenses, registrations and other assets of every kind and
description of CRC shall be transferred to, vested in and devolve
upon Adience :without further act or deed and all property, rights,
and every other interest of Adience and CRC shall be as
effectively the property of Adience as they were of Adience and
CRC respectively. CRC hereby agrees from time to time, as and
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