Exhibit 3.35
CERTIFICATE OF INCORPORATION
(All shares without par value)
Certificate of Incorporation of Roux Distributing Co. Inc. pursuant to Article Two of the Stock Corporation Law.
The undersigned, for the purpose of forming a corporation pursuant to Article Two of the Stock Corporation Law of the State of New York do certify:
1. The name of the proposed corporation shall be Roux Distributing Co. Inc.
2. The purposes for which it is formed are to distribute, manufacture, prepare, buy, sell, deal in, trade in, lease, import and export toilet preparations of every description including Illegible if colorings, tints and dyes; cosmetics; toilet, face, borated, bath, baby, sachet and perfumed powders; bath, toilet and perfumed and antiseptic soaps; perfumes, colognes and toilet waters; hair tonics, hair bleaches, henna, hair rinses and washes, hair dressings, dandruff remedies; skin whiteners, lotions, fresheners and skin foods and beauty preparations; rouges, powders, shadon and eye brow and eyelash colorings, tints and penoils; massage creams, cold cream; vanishing cream; balms, lotions, pomades, ointments and salves. Nail polishes, bleaches and cuticle removers; baby oils, vanilla extracts, deodorants, depilatories, witon nazel, rubbing alcohol, astringents, dentifrices, mouthwashes, gargles; shaving creams, powders sticks, and soaps; mineral oils, sea salt, smelling salts; tooth brushes, combs, brushes vanities, nail files, and cuticle scissors, paper towels and tissues; jars, bottles, tubes and containers of every descriptions; chemical and scientific products, preparations and compounds.
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This corporation shall have the power to acquire and carry on any going-business and the good will and property or any part thereof of any firm, person, or corporation engaged in a business similar to the business, of this corporation and to pay for the same in cash, stocks, bonds or otherwise, and to assume any or all of the liabilities of any such corporation; to purchase, acquire, sell, deal in, mortgage, pledge, hypothecate, hold, exchange or dispose of the stocks, bonds, notes, mortgages, debenture, or other evidences of indebtedness of every description of any corporation, domestic or foreign, and to issue in exchange therefore its own stock, bonds or other obligations, and while the owner of any such stocks, to exercise all the rights of owners over the same including the right to vote thereon; to buy or otherwise acquire and to sell, hold, own or improve real property or any interest therein and rights of every description which may lawfully be owned or acquired, improved or unimproved, in this or any other state, Country or Possession and to mortgage, lease or otherwise deal with such property; to buy or otherwise acquire, sell, exchange, possess, lease, mortgage or improve property of every description, real or personal, which may lawfully be acquired and held; to apply for, obtain or otherwise acquire, own, use, sell, assign or otherwise dispose of trademarks and names, letters patent, licenses copyrights, invention, processes and similar property; to make, acquire and perform all contracts necessary or incidental to the advancement Illegible the objects of the corporation; to do all things consistent with the laws relating to corporations, necessary and proper to accomplish Illegible further any of the objects, powers or purposes of the corporation herein contained, and all things pertaining or incidental to or in any wise connected therewith, insofar as the same are consistent with the laws under which the corporation is organized. The purposes and powers herein contained shall be deemed independent, each of the other, and no purpose or power is intended to limit or restrict any other purpose or power.
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3. The total number of shares that may be issued by the corporation is 1,000, all of which are to be without par value and all of which are to be of the same class.
4. The capital of the corporation shall be at least equal to the sum of the aggregate par value of all issues shares having par values, plus the aggregate amount of consideration received by the corporation for the issuance of shares without par value, plus such amounts as from time to time, by resolution of the Board of Directors, may be transferred thereto.
5. The office of the corporation shall be located in the city of New York, county of New York, State of New York, and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation, which may be served upon him, is 1841 Park Avenue, New York 35, N. Y.
6. The duration of the corporation shall be perpetual.
7. The number of directors of the corporation shall be not less than three nor more than five.
8. The directors of the corporation need not be stockholders.
9. The following are the names and post-office addresses of the directors of the corporation until the first annual meeting of stockholders:
| Names | Post-Office Addresses | |
| George Kremer | 40 Benedict Place Pelham, New York | |
| George Kremer, Jr. | 224 Storer Avenue New Rochelle, New York | |
| Charles H. Mount | 77 Wilson Street Hartsdale, New York |
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10. The following are the names and post-office address of each subscriber of this certificate of incorporation and a statement of the number of shares of stock which each agrees to take:
| Names | Post-Office Addresses | No. of Shares |
| George Kremer | 40 Benedict Place Pelham, New York | 3 |
| George Kremer, Jr. | 224 Storer Avenue New Rochelle, New York | 1 |
| Charles H. Mount | 77 Wilson Street Hartsdale, New York | 1 |
11. All of the subscribers hereof are of full age, are citizens of the United States and are residents of the State of New York. All of the persons named as directors are citizens of the United States and are residents of the State of New York.
12. The Secretary of State of the State of New York is here by designated as the agent of the corporation upon whom process in any action or proceeding against it may be served.
IN WITNESS WHEREOF, we have made and subscribed this certificate in triplicate this 25th day of January, 1946.
| /s/ George Kremer | |
| George Kremer, Jr. | |
| Charles H. Mount |
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| STATE OF NEW YORK | ) |
| COUNTY OF NEW YORK | : ss |
| CITY OF NEW YORK | ) |
On this 25 day of January; Nineteen Hundred and Forty-six, before me personally came GEORGE KREMER, GEORGE KREMER, JR., and CHARLES H. MOUNT, to me Known and known to me to be the persons described in and who executed the foregoing certificate, and individually and severally duly acknowledged to me that they executed the same.
| /s/ Henry Silverman | |
| Henry Silverman, Notary Public | |
| New York County Clerk’s No. 315 | |
| New York County Reg. No. 168-S-7 | |
| Commission Expires March 30, 1947 | |
| [Seal] |
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CERTIFICATE OF INCORPORATION
ROUX DISTRIBUTING CO. INC.
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED JAN 28 1946
Tax $50
Filing Fee $40
ILLEGIBLE
Secretary of State
By/s/ ILLEGIBLE
Roux Distributing Company
1841 Park Avenue,
New York 35, NY
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STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016. | |
| /s/ Anthony Giardina | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
STATE OF NEW YORK
DEPARTMENT OF STATE
CERTIFICATE OF MERGER OF ROUX DISTRIBUTING CO.,
INC. WITH ROUX LABORATORIES, INC.
CERTIFICATE OF MERGER of Roux Distributing Co., Inc., With Roux Laboratories; Inc., pursuant to section 85 of the Stock Corporation Law.
The undersigned, Roux Distributing Co., Inc., pursuant to section 85 of the Stock Corporation Law, certifies:
1. Roux Distributing Co., Inc. is a stock corporation duly organized and existing under the Laws of the State of New York.
2. This corporation own, one hundred percentum of the outstanding shares of the stock of Roux Laboratories, Inc., which is a stock corporation organized and existing under the Laws of the State of New York, for, and engaged in business incidental to and correlative with that of this corporation.
3. At a meeting of the board of directors of this corporation, duly called and held on the 10th day of December 1956, the following resolutions were adopted:
WHEREAS, this corporation, Roux Distributing Co., Inc. a stock corporation organized and existing under the Laws of the State of New York, now owns one hundred percentum of the outstanding shares of Roux Laboratories, Inc., a stock corporation organized and existing under the Laws of the State of New York, for, and engaged in business incidental to and correlative with that of this corporation, and
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WHEREAS, it is deemed advisable and expedient and in the interest of its business, that this Corporation merge with the said Roux Laboratories, Inc. and that this corporation acquire and become, and be possessed of all the estate, property, rights, privileges, franchises, trade marks and trade names of the said Roux Laboratories, Inc., now therefore, be it
RESOLVED, that Roux Distributing Co., Inc., merge Roux Laboratories, Inc. and assume all of its obligations; and be it further.
RESOLVED that this corporation relinquish its corporate name and assume in place thereof the name of the merged corporation, to wit, the name Roux Laboratories, Inc.
IN WITNESS WHEREOF, this certificate is executed in duplicate, under the seal and signature of this corporation affixed by its vice-president and its treasurer this 12thday of December 1956.
| Roux Distributing Co., Inc. | ||
| /s/ George Kremer, Jr | ||
| BY | George Kremer, Jr. | |
| Vice President | ||
| Roux Distributing Co., Inc. | ||
| /s/ Arthur S. Posner | ||
| BY | Arthur S. Posner | |
| Treasurer | ||
| [SEAL] | ||
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STATE OF NEW YORK ) ss:
COUNTY OF NEW YORK )
On this 12th day of December 1956 before me personally came George Kremer, Jr. and Arthur S. Posner, to me known, who, being by me duly sworn, did depose and say, and each for himself deposes and says, that he George Kremer, Jr., resides in New York city, State of New York, and is the vice-president of Roux Distributing Co., Inc., the corporation described in and which executed the foregoing instrument; that he, Arthur S. Posner, resides in New York City, New York, and is the treasurer thereof; that he knows the seal of said corporation that the seal affixed to said instrument in such corporate seal; that it was so affixed by order of the board of directors of said corporations, and that he signed his name thereto by like order.
| /s/ EVA H. FLETCHER | |
| EVA H. FLETCHER | |
| [SEAL] | Notary Public State of New York |
| No. 60-6334585 | |
| Qualified in Westchester County | |
| Certs Filed with New York County Clerk | |
| Term Expires March 30, 1958 | |
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ILLEGIBLE
CERTIFICATE OF MERGER OF ROUX
DISTRIBUTING CO., INC. WITH ROUX LABORATORIES, INC.
ILLEGIBLE
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED DEC 18 1956
TAX $ none
FILING FEE $25
ILLEGIBLE
Secretary of State
By /s/ ILLEGIBLE
WILLIAM J. HAYES
111 Broadway
New York 6, New York
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STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016. | |
| /s/ Anthony Giardina | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
STATE OF NEW YORK
DEPARTMENT OF STATE
CERTIFICATE OF MERGER OF ROUX LABORATORIES, INC. WITH PARAGON DISTRIBUTING CORPORATION.
CERTIFICATE OF MERGER of Roux Laboratories, Inc., with Paragon Distributing Corporation, pursuant to Section 85 of the Stock Corporation Law.
The undersigned, Roux Laboratories, Inc., pursuant to Section 85 of the Stock Corporation Law, certifies:
1. Roux Laboratories, Inc. is a stock corporation duly organized and existing under the Laws of the State of New York.
2. This corporation owns one hundred percentum of the outstanding shares of the stock of Paragon Distributing Corporation, which is a stock corporation organized and existing under the Laws of the State of New York, for, and engaged in business incidental to and correlative with that of this corporation.
3. At a meeting of the board of directors of this corporation, duly called and held on the 11th day of December 1961, the following resolutions were adopted:
WHEREAS, this corporation, Roux Laboratories, Inc. a stock corporation organized and existing under the Laws of the State of New York, now owns one hundred percentum of the outstanding shares of Paragon Distributing Corporation, a stock corporation organized and existing under the Laws of the State of New York, for, and engaged in business incidental to and correlative with that of this corporation, and
WHEREAS, it is deemed advisable and expedient and in the interest of its business, that this Corporation merge with the said Paragon Distributing Corporation and that this corporation acquire and become, and be possessed of all the estate, property, rights, privileges, franchises, trade marks and trade names of the said Paragon Distributing Corporation, now therefore, be it.
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RESOLVED, that Roux Laboratories, Inc. merge Paragon Distributing Corporation and assume all of its existing and future obligations.
IN WITNESS WHEREOF, this certificate is executed in duplicate, under the seal and signature of this corporation affixed by its president and its treasurer this 13th day of December, 1961.
| ROUX LABORATORIES, INC. | ||
| By | /s/ George Kremer | |
| George Kremer, Jr. - President | ||
| ROUX LABORATORIES, INC. | ||
| By | /s/ Bernard Shapiro | |
| Bernard Shapiro - Treasurer | ||
| [SEAL] | ||
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| STATE OF NEW YORK | ) ss: |
| COUNTY OF NEW YORK | ) |
On this 12th day of December 1961 before me personally came George Kremer, Jr. and Bernard Shapiro, to me known, who, being by me duly sworn, did depose and say, and each for himself deposes and says, that he George Kremer, Jr., resides in New York City, State of New York, and is the president of Roux Laboratories, Inc., the corporation described in and which executed the foregoing instrument; that he, Bernard Shapiro, resides in New York City, New York, and is the treasurer thereof; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order.
| /s/ Eva H. Fletcher | ||
| EVA H. FLETCHER | ||
| Notary Public, State of New York | ||
| No. 60-6334585 | ||
| Qualified in Westchester County | ||
| Certs Filed with New York County Clerk | ||
| Term Expires March 30, 1958 |
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CERTIFICATE OF MERGER OF ROUX
LABORATORIES, INC. WITH
PARAGON DISTRIBUTING CORPORATION.
WILLIAM J. HAYES
111 Broadway
New York 6, New York
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED DEC 20 1961
TAX $ none
FILING FEES $ 30
| Secretary of State | ||
| By | /s/ ILLEGIBLE | |
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STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016. | |
| /s/ Anthony Giardina | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
STATE OF NEW YORK
DEPARTMENT OF STATE
CERTIFICATE OF MERGER OF ROUX LABORATORIES, INC.
WITH ETERNE MANUFACTURING CORPORATION.
CERTIFICATE OF MERGER of Roux Laboratories, Inc. with Eterne Manufacturing Corporation, pursuant to section 85 of the Stock Corporation Law.
The undersigned, Roux Laboratories, Inc., pursuant to section 85 of the Stock Corporation Law, certifies:
1. Roux Laboratories, Inc. is a stock corporation duly organized and existing under the laws of the state of New York.
2. This corporation owns one hundred percentum of the outstanding shares of the stock of Eterne Manufacturing Corporation, which is a stock corporation organized and existing under the laws of the State of New York, for, and engaged in business incidental to and correlative with that of this corporation.
3. At a meeting of the board of directors of this corporation, duly called and held on the 9th day of May 1963, the following resolutions were adopted:
WHEREAS, this corporation Roux Laboratories, Inc., a stock corporation organized and existing under the laws of the State of New York, now owns one hundred percentum of the outstanding shares of Eterne Manufacturing Corporation, a stock corporation organized and existing under the Laws of the State of New York, for, and engaged in business incidental to and correlative with that of this corporation, and
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WHEREAS, it is deemed advisable and expedient and in the interest of its business, that this corporation merge with the said Eterne Manufacturing Corporation and that this corporation acquire and become, and be possessed of all estate, property, rights, privileges, franchises, trade marks and trade names of the said Eterne Manufacturing Corporation, now therefore, be it
RESOLVED that Roux Laboratories, Inc. merge Eterne Manufacturing Corporation and assume all or its obligations.
IN WITNESS WHEREOF, this certificate is executed in duplicate, under the seal and signature of this corporation affixed by its vice-president and its treasurer this 14th day of May 1963.
| Roux Laboratories, Inc. | ||
| BY | /s/ Charles H. Mount | |
| Charles H. Mount | ||
| [Seal] | Vice-President | |
| Roux Laboratories, Inc. | ||
| BY | /s/ Bernard Shapiro | |
| Bernard Shapiro | ||
| Treasurer | ||
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STATE OF NEW YORK ss:
COUNTY OF NEW YORK
On this 14th day of May 1963 before me personally came Charles H. Mount and Bernard Shapiro, to me knows, who, being by me duly sworn, did depose and say, and each for himself deposes and says, that he, Charles H. Mount, resides in Scaresdale, Westchester County, State of New York and is the vice-president of Roux Laboratories, Inc., the corporation described in and which executed the foregoing instrument; that he, Bernard Shapiro, resides in New York City, New York, and is the treasurer thereof that he knows the seal of said corporation, that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order.
| /s/ WILLIAM F. NOLL | |
| [SEAL] | WILLIAM F. NOLL, JR. Notary Public State of New York No. 60 2901925 Qualified in West, Co. Certificate filed In New York County Commission Expires March 30, 1965 |
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Illegible
CERTIFICATE OF MERGER OF
ROUX LABORATORIES, INC. WITH
ETERNE MANUFACTURING
CORPORATION
| STATE OF NEW YORK | ||
| DEPARTMENT OF STATE | ||
| FILED MAY 16 1963 | ||
| TAX $none | ||
| FILING FEE $ 30 | ||
| Illegible | ||
| Secretary of State | ||
| By /s/Illegible | ||
WILLIAMJ. HAYES
Attorney at Law
111 Broadway
New York 6, New York
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STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original,
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016. | |
| STATE OF NEW YORK | |
| /s/ Anthony Giardina | |
| DEPARTMENT OF STATE | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
CERTIFICATE OF MERGER OF 110 EAST 153RD ST. CORP.
INTO ROUX LABORATORIES, INC.
CERTIFICATE OF MERGER of 110 East 153rd St. Corp. into Roux Laboratories, Inc., pursuant to section 905 of the Business Corporation Law.
The undersigned, Roux Laboratories, Inc., pursuant to Section 905 of the Business Corporation Law, certifies:
1. Roux Laboratories, Inc. is a stock corporation duly organized and existing under the Laws of the State of New York.
2. This corporation, Roux Laboratories, Inc., owns all of the ten (10) shares of common stock without par value which comprise the total issue of the stock of 110 East 153rd St. Corp., which is a stock corporation organized and existing under the Laws of the State of New York, for, and engaged in business incidental to and correlative with that of this corporation.
3. At a meeting of the board of directors of this corporation, Roux Laboratories, Inc., duly called and held on the 11th day of December 1963, the following resolutions were adopted:
WHEREAS, this corporation, Roux Laboratories, Inc., a stock corporation organized and existing under the Laws of the State of New York, now owns all of the ten (10) shares of common stock without par value which comprise the total issue of the stock of 110 East 153rd St. Corp., a stock corporation organized and existing under the Laws of the State of New York, for, and engaged in business incidental to and correlative with that of this corporation, and
WHEREAS, it is deemed advisable and expedient and in the interest of its business to adopt this plan whereby 110 East 153rd St. Corp. be merged into this corporation, Roux Laboratories, Inc., and that this corporation acquire and become, and be possessed of all the estate, property, rights, privileges, franchises, trade marks and trade names of the said 110 East 153rd St. Corp., now therefore, be it.
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RESOLVED that Roux Laboratories, Inc. merge 110 East 153rd St. Corp. into itself and assume all of its obligations.
IN WITNESS WHEREOF, this certificate is executed in duplicate, under the seal and signature of this corporation affixed by its vice-president and its treasurer this 11th day of December 1963.
| Roux Laboratories, Inc. | ||
| BY | /s/ Charles H. Mount | |
| Charles H. Mount | ||
| Vice-President | ||
| Roux Laboratories, Inc. | ||
| BY | /s/ Bernard Shapiro | |
| Bernard Shapiro | ||
| Treasurer | ||
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| STATE OF NEW YORK | ) |
| ) ss: | |
| COUNTY OF NEW YORK | ) |
Charles H. Mount, being duly sworn deposes and says, that he is the Vice President of Roux Laboratories, Inc., the corporation named in and described in the foregoing certificate. That he has read the foregoing certificate and knows the contents thereof, and that the same is true of his own knowledge, except as to the matters therein stated to be alleged upon information and belief, and as to those matters he believes it to be true.
| /s/ Charles H. Mount | ||
| Charles H. Mount | ||
Sworn to before me this 17th
day of December 1963.
WILLIAM F. NOLL, JR.
Notary Public, State of New York
No. 60 2901925 Qualified in West, Co.
Certificate filed in New York County
Commission Expires March 30, 1965
[SEAL]
| STATE OF NEW YORK | ) |
| ) ss: | |
| COUNTY OF NEW YORK | ) |
Bernard Shapiro, being duly sworn deposes and says, that he is the Treasurer of Roux Laboratories, Inc., the corporation named in and described in the foregoing certificate. That he has read the foregoing certificate and knows the contents thereof, and that the same is true of his own knowledge, except as to the matters therein stated to be alleged upon information and belief, and as to those matters he believes it to be true.
| /s/ Bernard Shapiro | ||
| Bernard Shapiro |
Sworn to before me this 17th
day of December 1963.
/s/ William F. Noll
WILLIAM F. NOLL, JR.
Notary Public, State of New York
No. 60 2901925 Qualified in West, Co.
Certificate filed in New York County
Commission Expires March 30, 1965
[Seal]
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CERTIFICATE OF MERGER OF 110 EAST
153RD ST. CORP. INTO ROUX
LABORATORIES, INC.
8/31/50 7838-106
ILLEGIBLE 10 NPV
1841 Park and New York City
Merger new name road 12/11/56
ILLEGIBLE
Roux Distributing Co. Inc.
1/28/46 6588-25
ILLEGIBLE 1000 NPV
5/5/841 park ave
NYC 35
Duplicate original
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED DEC 26 1963
Tax $ None
FILING FEE $ 30
ILLEGIBLE
Secretary of State
By /s/ ILLEGIBLE
William J. Hayes
Attorney at law
111 Broadway
New York 6, New York
- 4 -
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016. | |
| /s/ Anthony Giardina | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
STATE OF NEW YORK
DEPARTMENT OF STATE
CERTIFICATE OF MERGER OF 17TH AVENUE SOUTH CORP.
INTO ROUX LABORATORIES, INC.
CERTIFICATE OF MERGER OF 17TH Avenue South Corp. into Roux Laboratories, Inc., pursuant to section 905 of the Business Corporation Law.
The undersigned, Roux Laboratories, Inc., pursuant to Section 905 of the Business Corporation Law, certifies:
1. Roux Laboratories, Inc. is a stock corporation duly organized and existing under the Laws of the State of New York.
2. This corporation, Roux Laboratories, Inc., owns all of the one thousand (1,000) shares of common stock without par value which comprise the total issue of the stock of 17TH Avenue South Corp., which is a stock corporation organized and existing under the Laws of the State of New York, for, and engaged in business incidental to and correlative with that of this corporation.
3. At a meeting of the board of directors of this corporation, Roux Laboratories, Inc., duly called and held on the 30th day of December 1963, the following resolution were adopted:
WHEREAS, this corporation, Roux Laboratories, Inc., a stock corporation organized and existing under the Laws of the State of New York, now owns all of the one thousand (1,000) shares of common stock without par value which comprise the total issue of the stock of 17TH Avenue South Corp., a stock corporation organized and existing under the Laws of the State of New York, for, and engaged in business incidental to and correlative with that of this corporation, and
WHEREAS, it is deemed advisable and expedient and in the interest of its business to adopt this plan whereby 17TH Avenue South Corp., be merged into this corporation, Roux Laboratories, Inc., and that this corporation acquire and become, and be possessed of all the estate, property, rights, privileges, franchises, trade marks and trade names of the said 17TH Avenue South Corp., now therefore, be it
RESOLVED that Roux Laboratories, Inc. merge 17TH Avenue South Corp. into itself and assume all of its obligations.
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IN WITNESS WHEREOF, this certificate is executed in duplicate, under the seal and signature of this corporation affixed by its vice-president and its secretary this 2nd day of January 1964.
| Roux Laboratories, Inc. | ||
| BY | /s/ Charles H. Mount | |
| Charles H. Mount | ||
| Vice-President | ||
[SEAL]
| Roux Laboratories, Inc. | ||
| BY | /s/ Charles H. Mount | |
| Charles H. Mount | ||
| Secretary | ||
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| STATE OF NEW YORK | ) |
| ) ss: | |
| COUNTY OF NEW YORK | ) |
Charles H. Mount, being duly sworn deposes and says, that he is Vice President of Roux Laboratories, Inc., the corporation named in and described in the foregoing certificate. That he has read the foregoing certificate and knows the contents thereof, and that the same is true of his own knowledge, except as to the matters therein stated to be alleged upon information and belief, and as to those matters he believes it to be true.
| /s/ Charles H. Mount | |
| Charles H. Mount |
Sworn to before me
this 2ndday of January 1964.
ILLEGIBLE
WILLIAM F. NOLL, JR.
Notary Public, State of New York
No. 60.2901925 Qualified in West, Co.
Certificate filed in New York County
Commission Expires March 30, 1965
| STATE OF NEW YORK | ) |
| ) ss: | |
| COUNTY OF NEW YORK | ) |
Charles H. Mount, being duly sworn deposes and says, that he is the Secretary of Roux Laboratories, Inc., the corporation named in and described in the foregoing certificate, That he has read the foregoing certificate and knows the contents thereof, and that the same is true of his own knowledge, except as to the matters therein stated to be alleged upon information and belief, and as to those matters he believes it to be true.
| /s/ Charles H. Mount | |
| Charles H. Mount |
Sworn to before me
this 2ndday of January 1964.
ILLEGIBLE
WILLIAM F. NOLL, JR.
Notary Public, State of New York
No. 60.2901925 Qualified in West, Co.
Certificate filed in New York County
Commission Expires March 30, 1965
[SEAL]
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CERTIFICATE OF MERGER OF 17TH
AVENUE SOUTH CORP. INTO ROUX
LABORATORIES, INC.
417-61 264440
ILLEGIBLE
Merged name ave 12/8/56
(Org) Roux Distributing Co.
1/28/46
ILLEGIBLE
6588-126
S/S 1841 ILLEGIBLE NY 35
1600 NY
(1-28-46)
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED JAN-6, 1964 Original
TAX $ None
FILING FEE $ 30
ILLEGIBLE
Secretary of State
By /s/ ILLEGIBLE
William J. Hayes
Attorney at Law
111 Broadway
New York 6, New York
- 4 -
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| STATE OF NEW YORK | WITNESS my hand and official seal of the Department of State, at the City of Albany, |
| DEPARTMENT OF STATE | on August 16, 2016. |
| /s/ Anthony Giardina | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
CERTIFICATE OF MERGER OF 1183 REALTY CORP.
INTO ROUX LABORATORIES, INC.
CERTIFICATE OF MERGER of 1183 Realty Corp. into Roux Laboratories, Inc., pursuant to section 905 of the Business Corporation Law.
The undersigned, Roux Laboratories, Inc., pursuant to Section 905 of the Business Corporation Law, certifies:
1. Roux Laboratories, Inc. is a stock corporation duly organized and existing under the Laws of the State of New York.
2. This corporation, Roux Laboratories, Inc., owns all of the hundred (100) shares of common stock without par value which comprise the total issue of the stock of 1183 Realty Corp., which is a stock corporation organized and existing under the Laws of the State of New York, for, and engaged in business incidental to and correlative with that of this corporation.
3. At a meeting of the board of directors of this corporation, Roux Laboratories, Inc., duly called and held on the 30th day of December 1963, the following resolutions were adopted:
WHEREAS, this corporation, Roux Laboratories, Inc., a stock corporation organized and existing under the Laws of the State of New York, now owns all of the one hundred (100) shares of common stock without par value which comprise the total issue of the stock of 1183 Realty Corp., a stock corporation organized and existing under the Laws of the State of New York, for, and engaged in business incidental to and correlative with that of this corporation, and
WHEREAS, it is deemed advisable and expedient and in the interest of its business to adopt this plan whereby 1183 Realty Corp. be merged into this corporation, Roux Laboratories, Inc., and that this corporation acquire and become, and be possessed of all the estate, property, rights, privileges, franchises; trade marks and trade names of the said 1183 Realty Corp., now therefore, be it
RESOLVED that Roux Laboratories, Inc. merge 1183 Realty Corp. into itself and assume all of its obligations.
- 1 -
IN WITNESS WHEREOF, this certificate is executed in duplicate, under the seal and signature of this corporation affixed by its vice-president and its secretary this 2nd day of January 1964.
| [SEAL] | Roux Laboratories, Inc. | |
| By | /s/ Charles H. Mount | |
| Charles H. Mount | ||
| Vice-President | ||
| Roux Laboratories, Inc. | ||
| By | /s/ Charles H. Mount | |
| Charles H. Mount | ||
| Secretary | ||
- 2 -
| STATE OF NEW YORK | ) |
| ) ss: | |
| COUNTY OF NEW YORK | ) |
Charles H. Mount, being duly sworn deposes and says, that he is the Vice President of Roux Laboratories, Inc., the corporation named in and described in the foregoing certificate. That he has read the foregoing certificate and knows the contents thereof, and that the same is true of his own knowledge, except as to the matters herein stated to be alleged upon information and belief, and as to those matters he believes it to be true.
| /s/ Charles H. Mount | |
| Charles H. Mount |
Sworn to before me
this 2nd day of January 1964.
ILLEGIBLE
WILLIAM F. NOLL, JR.
Notary Public, State of New York
No. 60.2901925 Qualified in West, Co.
Certificate filed in New York County
Commission Expires March 30, 1965
| STATE OF NEW YORK | ) |
| ) ss: | |
| COUNTY OF NEW YORK | ) |
[SEAL]
Charles H. Mount, being duly sworn deposes and says, that he is the Secretary of the Roux Laboratories, Inc., the corporation named in and described in the foregoing certificate. That he has read the foregoing certificate and knows the contents thereof, and that the same is true of his own knowledge, except as to the matters therein stated to be alleged upon information and belief, and as to those matters he believes it to be true.
| /s/ Charles H. Mount | |
| Charles H. Mount |
sworn to before me
this 2nd day of January 1964.
ILLEGIBLE
WILLIAM F. NOLL, JR.
Notary Public, State of New York
No. 60.2901925 Qualified in West, Co.
Certificate filed in New York County
Commission Expires March 30, 1965
[SEAL]
- 3 -
CERTIFICATE OF MERGER OF 1183
REALTY CORP. INTO ROUX
LABORATORIES, INC.
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED JAN-6 1964
TAX $ None
FILING FEE $ 30
ILLEGIBLE
Secretary of State
By ILLEGIBLE Original
William J. Hayes
Attorney at Law
111 Broadway
New York 6, New York
- 4 -
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016. | |
| /s/ Anthony Giardina | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
STATE OF NEW YORK
DEPARTMENT OF STATE
February 27, 1970
To:
Mr. John P. Lomenzo
Secretary of State, State of New York
Division of Corporations and state Records
162 Washington Avenue
Albany, New York 12225
| Certificate of Change of Address for Service of Process |
| Under Section 805-A of the Business Corporation Law |
| 1. | The name of the corporation is Roux Laboratories, Inc. |
| 2. | Its Certificate of Incorporation was filed on January 28, 1946 under the name Roux Distributing Company, Inc. On December 18, 1956 a merger took place whereby Roux Laboratories, Inc. was merged into this corporation and simultaneously Roux Distributing Company, Inc., the surviving corporation, changed its name to Roux Laboratories, Inc. |
| 3. | Its Legal residence and official corporate address is and will remain at 1841 Park Avenue, New York, New York 10035. |
| 4. | The address to which the Secretary of State shall mail a copy of process served upon him as agent of the corporation is hereby changed to: |
| Roux Laboratories, Inc. | |
| Fourteenth Floor | |
| Prudential Building | |
| Jacksonville, Florida 32207 |
| 5. | The foregoing change was authorized by the Board of Directors. |
The undersigned affirm the truth of the foregoing certificate under penalties of perjury.
| Dated: | ||
| February 27, 1970 | /s/ George Kremer, Jr., President | |
| George Kremer, Jr., President | ||
| /s/ Charles H. Mount | ||
| Charles H. Mount, Secretary |
| CERTIFICATE OF CHANGE OF ADDRESS | |
| FOR SERVICE OF PROCESS | |
| UNDER SECTION 805-A OF | |
| THE BUSINESS CORPORATION LAW | |
| Illegible 12/18/56 | |
| OF | Roux Distributing Co., Inc. |
| 6588-25 | |
| 1/28/46 | |
| NYC | |
| ROUX LABORATORIES, INC. | |
| S/S | |
| 1841 Park Ave | |
| NY 35 NY |
| STATE OF NEW YORK | |
| DEPARTMENT OF STATE | |
| FILED: MAR 17 1970 |
| TAX $ | None | |
| FILING FEE $ | 10 |
| Secretary of State | ||
| By | M. H | |
| 31. NY | ||
| ROUX LABORATORIES INC. | |
| 1841 PARK AVENUE | |
| NEW YORK, N. Y. 10035 |
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016. | |
| /s /Anthony Giardina | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
STATE OF NEW YORK
DEPARTMENT OF STATE
CERTIFICATE OF CHANGE
OF
ROUX LABORATORIES, INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
We, The UNDERSIGNED, George Kremer, Jr. and Charles H. Mount being respectively the President and the Secretary of Roux Laboratories, Inc. hereby certify:
1. The name of the Corporation is Roux Laboratories, Inc. The name under which the Corporation was formed was Roux Distributing Co., Inc.
2. The Certificate of Incorporation of said Corporation was filed by the Department of State on the 28th day of January, 1946.
3. The following changes were authorized by the Board of Directors:
To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation which may be served on 14th floor, Prudential Bldg., Jacksonville, Florida 32207 him from /illegible to c/o Stephen R. Lang, 1 Chase Manhattan Plaza, New York, New York 10005.
To designate Stephen R. Lang, 1 Chase Manhattan Plaza, New York, New York 10005, as its registered agent, in New York upon whom all process against this Corporation may be served.
- 1 -
IN WITNESS WHEREOF, we have signed this certificate on the illegible day of illegible, 1971 and we affirm the statements contained therein as true under penalties of perjury.
| /s /George Kremer | |
| George Kremer, Jr., President | |
| /s /Charles H. Mount | |
| Charles H. Mount, Secretary |
- 2 -
CERTIFICATE OF CHANGE
OF
ROUX LABORATORIES, INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
| Illegible 12/18/56 | Illegible NEW YORK |
| Roux Distributing Co., Inc. | DEPARTMENT OF STATE |
| 6588-75 | FILED AUG 2- 1971 |
| 1/28/46 | Tax $ none |
| NYC | FILING FEE: $ 10 |
| Illegible14thfloor | |
| Prudential Bldg | |
| Illegible Fla 32207 | Illegible |
| ILLEGIBLE | |
| BREED ABBOTT & MORGAN | Secretary of State |
| 1 CHASE MANHATTAN PLAZA | By /s/ ILLEGIBLE |
| NEW YORK, N. Y. 10005 | 31. NY |
| 944-4800 |
- 3 -
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the | |
| Department of State, at the City of Albany, | |
| on August 16, 2016. | |
| /s/ Anthony Giardina | |
| Anthony Giardina | |
| Executive Deputy Secretary of State | |
STATE OF NEW YORK
DEPARTMENT OF STATE
CERTIFICATE OF CHANGE
OF
ROUX LABORATORIES, INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
WE, THE UNDERSIGNED, Sander P. Alexander and Irving B. Sunkin, being respectively the Vice President and the Secretary of Roux Laboratories, Inc. hereby certify.
1. The name of the Corporation is Roux Laboratories, Inc. The name under which the Corporation was formed was Roux Distributing Co., Inc.
2. The Certificate of Incorporation of said Corporation was filed by the Department of State on the 28th day of January, 1946.
3. The following changes were authorized by the unanimous written consent of the Board of Directors of the Corporation.
To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the Corporation which may be served on him from Stephen R. Lang, 1 chase Manhattan Plaza. New York, New York 10005 to Revlon, Inc., 767 Fifth Avenue, New York, New York 10022, Attention: Corporate Secretary.
To revoke the designation of Stephen R. Lang, 1 chase Manhattan Plaza, New York, New York 10005, as its registered agent in the New York.
- 1 -
IN WITNESS WHEREOF, we hereunto sign our names and affirm that the statements made herein are true under the penalties of perjury, thisIllegibleday of September, 1978.
| ROUX LABORATORIES, INC. | |
| /s/ Sander P. Alexander | |
| Sander P. Alexander | |
| Vice President | |
| /s/ Irving B. Sunkin | |
| Irving B. Sunkin | |
| Secretary |
- 2 -
CERTIFICATE OF CHANGE
OF
ROUX LABORATORIES, INC.
Under Section 805-A of the
Business Corporation Law
ILLEGIBLE
| REVLON 767 Fifth Avenue New York, N.Y. 10022 |
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016. | |
| STATE OF NEW YORK | |
| /s/ Anthony Giardina | |
| DEPARTMENT OF STATE | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
CERTIFICATE OF INCORPORATION
-of-
MEDIDENTA DENTAL SUPPLY CORP.
Under Section 402 or the Business Corporation Law
IT IS HEREBY CERTIFIED THAT:
FIRST: The name of the corporation is:
MEDIDENTA DENTAL SUPPLY CORP.
SECOND: The purposes for which it is to be formed are as follows:
1. To own, maintain, conduct and operate a general laboratory business for the dental profession and medical profession, and to buy, sell and generally deal in dental and medical supplies.
2. To ILLEGIBLE acquire patents for, manufacture, buy, sell, export and import and generally deal with and in all instruments, mechanical devices, chairs, furniture, tools, chemicals, medicines, metal alloys, compounds, and every other thing that is or may be used by practicing dentists and physicians, or in dental laboratories; to make teeth, dentures, fillings, crowns, bridges and plates and all other things for tooth repair and substitution.
- 1 -
3. To engage in the manufacture, purchase, sale and distribution, either at wholesale or at retail, of any and all supplies, equipment, facilities, instruments, appliances, preparations, or articles of whatsoever kind useful or convenient in the practice and science of surgery and dentistry.
4. The corporation, in furtherance of its corporate purposes above set forth, shall have all the powers enumerated in Section 202 of the Business Corporation Law, subject to any limitations provided for in the Business Corporation Law or any other statute of the State of New York.
THIRD: The office of the corporation is to be located in the Borough of Queens, Country of Queens, City and State of New York.
FOURTH: The aggregate number of shares which the corporation shall have authority to issue is two hundred (200), which shares are to be without par value.
FIFTH: The Secretary of State is designated as agent of the corporation upon whom process against it may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is 40-28 58th Street, Woodside, New York.
The undersigned incorporator, or each of them if there are more than one, is of the age of twenty-one years or over.
- 2 -
IN WITNESS WHEREOF, this certificate has been subscribed this 16th day of April, 1970, by the undersigned who affirm that the statements made herein are true under the penalties of perjury.
| /s/ Max Mostun | |||
| Signature | |||
| 401 BROADWAY | MAX Mostun | ||
| New York City, N.Y. 10013 | |||
| Address | |||
- 3 -
| ILLEGIBLE | |
| CERTIFICATE OF INCORPORATION | |
| OF | |
| MEDIDENTA DENTAL SUPPLY CORP. | |
| Under Section 402 or the Business Corporation Law |
| STATE OF NEW YORK | |
| DEPARTMENT OF STATE | |
| FILED APR 22 1970 | |
| TAX $ 10 | |
| FILING FEE $ 50 | |
| ILLEGIBLE | |||
| Secretary of State | Filed By: | ||
| By | /s/ ILLEGIBLE | ||
| ILLEGIBLE | MAX MOSTUN, Esq. | ||
| Office & P.O. Address | |||
| 401 Broadway | |||
| New York, N.Y. 10013 |
- 4 -
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016. | |
| /s/ Anthony Giardina | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
STATE OF NEW YORK
DEPARTMENT OF STATE
CERTIFICATE OF MERGER
OF
REVLON-REALISTIC PROFESSIONAL PRODUCTS, INC.
INTO
ROUX LABORATORIES, INC.
(Under Section 905 of the Business Corporation Law)
It is hereby certified by the corporation named herein as the surviving corporation as follows:
FIRST: The Board of Directors of the corporation named herein as the surviving corporation has adopted a plan of merger setting forth the terms and conditions of merging the corporation named herein as the subsidiary corporation into said surviving corporation.
SECOND: The laws of the jurisdiction of incorporation of the corporation named herein as the subsidiary corporation permit a merger of the kind certified herein.
THIRD: The name of the subsidiary corporation to be merged, which was organized under the laws of the State of Ohio on December 27, 1962 is Revlon-Realistic Professional Products, Inc. The name under which said subsidiary corporation was formed is The Realistic Company. The Application for Authority in the State of New York of said corporation to transact business as a foreign corporation therein was filed by the Department of State of the State of New York on April 27, 1979.
- 1 -
FOURTH: The name of the surviving corporation, the certificate of incorporation of which was filed by the Department of State on January 28, 1946 is Roux Laboratories, Inc. The name under which said corporation was formed is Roux Distributing Co., Inc.
FIFTH: The designation and number of outstanding shares of each class of the subsidiary corporation, all of which are owned by the surviving corporation, as set forth in the plan of merger, are as follows:
| DESIGNATION | NUMBER | |
| Common no par value | 250 |
SIXTH: The merger of the subsidiary corporation into the surviving corporation has been authorized under the laws of the jurisdiction of incorporation of the subsidiary corporation.
SEVENTH: The affective date of the merger herein certified, insofar as the provisions of the New York Business Corporation Law govern such effective date, shall be the 31st day of December, 1991.
| Date: December 23, 1991 | ||
| /s/ Wade H. Nichols | ||
| Wade H. Nichols III | ||
| Vice President | ||
| of the Surviving Corporation | ||
| /s/ Annamarie Della Fave | ||
| Annamarie DellaFave Assistant Secretary | ||
| of the Surviving Corporation |
- 2 -
| STATE OF NEW YORK | ) |
| ) | |
| COUNTY OF NEW YORK | ) |
Wade H. Nichols III, being duly sworn, deposes and says that he is one of the persons who signed the foregoing certificate of merger on behalf of the surviving corporation; that he signed said certificate in the capacity set forth beneath his signature; that he has read the foregoing certificate and knows the contents thereof; and that the statements contained therein are true to his own knowledge.
| /s/ Wade H. Nichols III | |
| Wade H. Nichols III |
Subscribed and sworn to
before me on December 29, 1991.
/s/ Annamarie Della Fave
| ANNAMARIE DELLA FAVE | |
| Notary Public, State of New York | |
| NO. 31-Illegible | |
| Qualified in New York County | |
| Illegible August 25 Illegible |
[SEAL]
- 3 -
CERTIFICATE OF MERGER
OF
REVLON-REALISTIC PROFESSIONAL PRODUCTS, INC.
INTO
ROUX LABORATORIES, INC.
UNDER SECTION 905 OF THE
BUSINESS CORPORATION LAW
BILLED
REVLON, INC.
625 MADISON AVENUE
NEW YORK, NEW YORK 10022
| ICC | ||
| STATE OF NEW YORK | ||
| DEPARTMENT OF STATE | ||
| FILED | DEC 30 1991 | |
| TAX $ | ||
| BY: | /s/ Icc | |
| NEW YORK | ||
- 4 -
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016. | |
| /s/Anthony Giardina | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
STATE OF NEW YORK
DEPARTMENT OF STATE
CERTIFICATE OF CHANGE
OF
ROUX LABORATORIES, INC.
(Under Section 505-A of the Business Corporation Law)
FIRST: The name of corporation is Roux Laboratories., Inc. The name under which the corporation was formed is Roux Distributing Co. Inc.
SECOND: The certificate of incorporation of the corporation was filed by the Department of State on January 28, 1946.
THIRD: The Certificate of incorporation of the corporation is hereby changed, pursuant to the authorization of the Board of Directors of the corporation, so as to change the post office address to which the Secretary of state shall mail a copy of any process against the corporation served upon him and, to accomplish said change, statement in the certificate of incorporation relating to said post office address is hereby stricken and the following statement is substituted in lieu thereof:
“The post office address within the State of New York to which the Secretary of State shall mail a copy any process against the corporation served upon him is c/o Revlon Consumer Products Corporation 625 Madison Avenue, New York, New York 10022, Attention: Secretary.”
IN WITNESS WHEREOF, we have signed this certificates on this 1st day of June, 1992 and we affirm the statement a contained therein as true under penalties of perjury.
| /s/ Robert K. Kretaman | |
| Robert K. Kretaman | |
| Vice President and Secretary | |
| /s/ Annamarie DellaFave | |
| Annamarie DellaFave | |
| Assistant Secretary |
- 1 -
CERTIFICATE OF CHANGE
OF
ROUX LABORATORIES, INC.
UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW
| STATE OF NEW YORK | |||
| DEPARTMENT OF STATE | |||
| FILED JUN 04 1992 | |||
| TAX $ | |||
| BY: | |||
| NY | |||
| Annamarie DellaFave | |
| Revlon Consumer Products Corporation | |
| 625 Madison Avenue | |
| New York, New York 10022 |
BILLED
- 2 -
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016. | |
| /s/ Anthony Giardina | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
STATE OF NEW YORK
DEPARTMENT OF STATE
CERTIFICATE OF MERGER
OF
AIM PARTNERS, LTD.
INTO
ROUX LABORATORIES, INC.
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
The undersigned, Carol Mirando, being the Vice-President and Secretary of Roux Laboratories, Inc., a New York corporation, and being the Vice-President and Secretary of AIM Partners, Ltd., an Illinois corporation, hereby certifies:
| 1. | (a) | The name of each constituent corporation is as follows: | |
| Roux Laboratories, Inc. | |||
| AIM Partners, Ltd. | |||
| (b) | The name of the surviving corporation is | ||
| Roux Laboratories, Inc. | |||
| and following the merger its name shall be | |||
| Roux Laboratories, Inc. | |||
2. As each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof as follows:
| Name of Corporation | Designation and number of shares in each class or series outstanding | class or series of shares entitled to vote | Shares entitled to vote as a Class or series | |||
| AIM Partners, Ltd. | 600 | Common | 600 | |||
| Roux Laboratories, Inc. | 100 | Common | 100 |
3. The date when the certificate of incorporation of each constituent corporation was filed by the Department of state is as follows:
| Name of Corporation | Date of Incorporation | ||
| Roux Laboratories, Inc. | January 28, 1946 |
- 1 -
Incorporated under the name
Roux Distributing Co. Inc.
4. AIM Partners, Ltd. Was formed in Illinois on April 7,2000 and has not since filed an Application of Authority to do business in the State of New York.
5. The merger was adopted by the New York constituent corporation as to Roux Laboratories, Inc., by written consent of the shareholders and directors given in accordance with Section 615 and Section 708 of the Business Corporation Law, written notice having been duly given to non-consenting shareholders as and to the extent required by Section 615.
6. AIM Partners, Ltd. has complied with the applicable provisions of the law of the State of Illinois in which it is incorporated, and this merger is permitted by such laws.
7. The effective date of the merger shall be July 1, 2004.
IN WITNESS WHEREOF, I have signed this certificate on the 30th day of June, 2004, and I affirm the statement contained therein as true under penalties of perjury.
| ROUX LABORATORIES, INC. | ||
| By: | /s/ Carol Mirando | |
| Name: | Carol Mirando | |
| Its: | Vice-President, Senior Corporate | |
| Counsel and Secretary | ||
| AIM PARTNERS, LTD. | ||
| By: | /s/ Carol Mirando | |
| Name: | Carol Mirando | |
| Its: | Vice-President, Senior Corporate | |
| Counsel and Secretary | ||
- 2 -
CERTIFICATE OF MERGER
OF
AIM PARTNERS, LTD.
INTO
ROUX LABORATORIES, INC.
Section 904 of the Business Corporation Law
| Filer: | Colomer U.S.A., Inc. | |
| 540 Beautyrest Ave. | ||
| Jacksonville, FL 32254 | ||
| Cust. | Ref#785378AJC | |
| DRAWDOWN | ||
| STATE OF NEW YORK | ||
| DEPARTMENT OF STATE | ||
| FILED | JUN 30 2004 | |
| TAX $ | ||
| BY: |
- 3 -
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016. | |
| /s/ Anthony Giardina | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
STATE OF NEW YORK
DEPARTMENT OF STATE
CERTIFICATE OF MERGER
OF
A.P. PRODUCTS LTD.
INTO
ROUX LABORATORIES, INC.
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
In accordance with Section 904 of the Business Corporation Law of the State of New York, the undersigned, Carol Mirando, being Vice President and Secretary of Roux Laboratories, Inc, a New York corporation, and Michael Powell, being Vice President and Secretary of A P. Products Ltd., a New York corporation, hereby certifies:
| 1. | (a) | The name of each constituent corporation participating in the merger is is as follows: | |
| Roux Laboratories, Inc. | |||
| A.P. Products Ltd. | |||
| (b) | The name of the surviving corporation is: | ||
| Roux Laboratories, Inc. | |||
| and following the merger its name shall be: | |||
| Roux Laboratories, Inc. | |||
2. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the Voting rights are as follows:
| Name of Corporation | Designation and number of shares in each class or series outstanding | Class or Series of shares entitled to vote | Shares entitled to vote as a class or series | |||
| A.P. Products Ltd. | 10 | Common | 10 | |||
| Roux Laboratories, Inc. | 100 | Common | 100 |
- 1 -
3. The date when the certificate of incorporation of each constituent corporation was filed by the Department of State is as follows:
| Name of Corporation | Date of Incorporation | ||
| Roux Laboratories, Inc. | January 28, 1946 | ||
| (Incorporated under the name | |||
| Roux Distributing Co. Inc.) | |||
| A.P. Products Ltd. | December 4, 1995 |
4. In accordance with Section 904 of the Business Corporation Law, the Plan of Merger was adopted by the constituent corporation Roux Laboratories, Inc., by written consent of the directors given in accordance with Section 708 of the Business Corporation Law.
5. The effective date of the merger shall be December 31, 2004.
IN WITNESS WHEREOF, we have made, subscribed and acknowledged this certificate of merger, this 30th day of December, 2004
| A.P. PRODUCTS LTD. | ROUX LABORATORIES, INC. | |||
| By: | /s/ Michael Powell | By: | /s/ Carol Mirando | |
| Michael Powell | Carol Mirando | |||
| Vice President and Secretary | Vice President, Senior Corporate | |||
| Counsel and Secretary | ||||
- 2 -
F 041231000 688
CERTIFICATE OF MERGER
OF
A.P. PRODUCTS LTD.
INTO
ROUX LABORATORIES, INC.
Section 904 of the Business Corporation Law
| Filer: | Colomer U.S.A., Inc. | |
| 540 Beautyrest Ave. | ||
| Jacksonville, FL 32254 | ||
| Cust. | Ref#115904DAV | |
| DRAWDOWN | ||
| STATE OF NEW YORK | ||
| DEPARTMENT OF STATE | ||
| FILED | DEC 31 2004 | |
| TAX $ | ||
| BY: |
- 3 -
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016. | |
| /s/ Anthony Giardina | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
STATE OF NEW YORK
DEPARTMENT OF STATE
CERTIFICATE OF MERGER
OF
FERMODYL PROFESSIONALS INC.
INTO
ROUX LABORATORIES, INC.
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
The undersigned, Jack Carrothers, being the Secretary of Roux Laboratories, Inc., a New York corporation, and being the Secretary of Fermodyl Professionals Inc., a Delaware corporation, hereby certifies:
1. (a) The name of each constituent corporation is as follows:
Roux Laboratories, Inc.
Fermodyl Professionals Inc.
(b) The name of the surviving corporation following the merger is Roux Laboratories, Inc.
2. As to each constituent corporation, the plan of merger sets forth the designation and number of outstanding shares of each class and series entitled to vote as a class on the plan of merger, as follows:
| Name of Corporation | Designation and number of shares in each class or series outstanding | Class or Series of shares entitled to vote | Shares entitled to vote as a class or series | |||
| Fermodyl Professionals Inc. | 250 | Common | 250 | |||
| Roux Laboratories, Inc. | 100 | Common | 100 |
3. Roux Laboratories, Inc. filed its certifícate of incorporation with the Department of State on January 28, 1946 under the name Roux Distributing Co. Inc.
4. Fermodyl Professionals Inc. was incorporated in Delaware on September 25, 1987 under the name Fermodyl Inc., and no Application for Authority in the State of New York to transact business as a foreign corporation therein was filed by the Department of State of the State of New York.
- 1 -
5. The merger was adopted by the surviving constituent corporation as to Roux Laboratories, Inc., by unanimous written consent of the shareholders and directors given in accordance with Section 615 and Section 708 of the Business Corporation.
6. Fermodyl Professionals Inc. has complied with the applicable provisions of the laws of the State of Delaware in which it is incorporated, and this merger is permitted by such laws.
7. The effective date of the merger shall be October 1, 2012.
IN WITNESS WHEREOF, I have signed this certificate on the 27th day of September, 2012, and I affirm the statement contained therein as true under penalties of perjury.
| ROUX LABORATORIES, INC. | |||
| By: | /s/ Jack Carrothers | ||
| Name: | Jack Carrothers | ||
| Its: | Senior Corporate Counsel and Secretary | ||
| FERMODYL PROFESSIONALS INC. | |||
| By: | /s/ Jack Carrothers | ||
| Name: | Jack Carrothers | ||
| Its: | Senior Corporate Counsel and Secretary | ||
- 2 -
CERTIFICATE OF MERGER
OF
FERMODYL PROFESSIONALS INC.
INTO
ROUX LABORATORIES, INC.
Under Section 904 of the Business Corporation Law.
| STATE OF NEW YORK | |||
| DEPARTMENT OF STATE | |||
| OCT 01 2012 | |||
| FILED | |||
| TAX $ | 0 | ||
| BY: | ILLEGIBLE | ||
| Filed by: | Roux Laboratories, Inc. | |||
| 5344 Overmyer Drive | ||||
| Jacksonville, FL 32254 | New York | |||
- 3 -
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016 | |
| /s/ Anthony Giardina | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
STATE OF NEW YORK
DEPARTMENT OF STATE
CERTIFICATE OF MERGER
OF
REALISTIC/ROUX PROFESSIONAL PRODUCTS, INC.
INTO
ROUX LABORATORIES, INC.
UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW
The undersigned, Jack Carrothers, being the Secretary of Roux Laboratories, Inc., a New York corporation, and being the Secretary of Realistic/Roux Professional Products, Inc., a Delaware corporation, hereby certifies:
1. Roux Laboratories, Inc. is the parent corporation of Realistic/Roux Professional Products, Inc, and owns 100% of all outstanding shares of Colomer Professional, Inc.
2. (a) The name of each constituent corporation is as follows:
Roux Laboratories, Inc.
Realistic/Roux Professional Products, Inc.
(b) The name of the surviving corporation following the merger is Roux Laboratories, Inc.
3. As to each constituent corporation, the plan of merger sets forth the designation and number of outstanding shares of each class and series entitled to vote as a class on the plan of merger, as follows:
| Name of Corporation | Designation and number of shares in each class or series outstanding | class or series of shares entitled to vote | Shares entitled to vote as a Class or Series | |||
| Realistic/Roux Professional Products, Inc. | 1,000 | Common | 1,000 | |||
| Roux Laboratories, Inc | 100 | Common | 100 |
The total number of surviving shares of Roux Laboratories, Inc. shall be 100 shares.
4. Roux Laboratories, Inc. filed its certificate of incorporation with the Department of State on January 28, 1946 under the name Roux Distributing Co. Inc.
5. Realistic/Roux Professional Products, Inc. was incorporated in Delaware on December 19, 1991 and no Application for Authority in the State of New York to transact business as a foreign corporation therein was filed by the Department of State of the State of New York.
6. The merger was adopted by the parent and surviving corporation, Roux Laboratories, Inc., by unanimous written consent of the shareholders and the board of directors given in accordance with Section 615 and Section 708 of the Business Corporation.
7. Realistic/Roux Professional Products, Inc. has complied with the applicable provisions of the laws of the State of Delaware in which it is incorporated, and this merger is permitted by such laws.
8. The effective date of the merger shall be October 5,2012.
IN WITNESS WHEREOF, I have signed this certificate on the 4th day of October, 2012, and I affirm the statement contained therein as true under penalties of perjury.
| ROUX LABORATORIES, INC. | |||
| By: | /s/ Jack Carrothers | ||
| Name: | Jack Carrothers | ||
| Its: | Senior Corporate Counsel and secretary | ||
| REALISTIC/ROUX PROFESSIONAL PRODUCTS, INC. | |||
| By: | /s/ Jack Carrothers | ||
| Name: | Jack Carrothers | ||
| Its: | Senior Corporate Counsel and secretary | ||
CERTIFICATE OF MERGER
OF
REALISTIC/ROUX PROFESSIONAL PRODUCTS INC.
INTO
ROUX LABORATORIES, INC.
Under Section 905 of the Business Corporation Law.
STATE OF NEW YORK DEPARTMENT OF STATE | ||||
| FILED OCT 05 2012 | ||||
| TAX $ | ||||
| BY: | ILLEGIBLE | |||
| Filed by: | Roux Laboratories, Inc. | ||
| 5344 Overmyer Drive | |||
| Jacksonville, FL 32254 |
| CUSTOMER REF. # | |
| 362829 JBA | |
| 75 | |
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016. | |
| /s/: Anthony Giardina | |
Anthony Giardina Executive Deputy Secretary of State |
STATE OF NEW YORK
DEPARTMENT OF STATE
CERTIFICATE OF MERGER
OF
COLOMER PROFESSIONAL, INC.
INTO
ROUX LABORATORIES, INC.
UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW
The undersigned, Jack Carrothers, being the Secretary of Roux Laboratories, Inc., a New York corporation, and being the Secretary of Colomer Professional, Inc., a Delaware corporation, hereby certifies:
1. Roux Laboratories, Inc. is the parent corporation of Colomer Professional, Inc, and owns 100% of all outstanding shares of Colomer Professional, Inc.
2. (a) The name of each constituent corporation is as follows:
Roux Laboratories, Inc.
Colomer Professional, Inc.
(b) The name of the surviving corporation following the merger is Roux Laboratories, Inc.
3. As to each constituent corporation, the plan of merger sets forth the designation and number of outstanding shares of each class and series entitled to vote as a class on the plan of merger, as follows:
| Name of Corporation | Designation and number of shares in each class or series outstanding | Class or Series of shares entitled to vote | Shares entitled | |||
| Colomer Professional, Inc. | 100 | Common | 100 | |||
| Roux Laboratories, Inc. | 100 | Common | 100 |
The total number of surviving shares of Roux Laboratories, Inc. shall be 100 shares.
4. Roux Laboratories, Inc. filed its certifícate of incorporation with the Department of State on January 28, 1946 under the name Roux Distributing Co. Inc.
5. Colomer Professional, Inc. was incorporated in Delaware on July 6, 1987 under the name Revname Ten Corp., and no Application for Authority in the State of New York to transact business as a foreign corporation therein was filed by the Department of State of the State of New York.
6. The merger was adopted by the parent and surviving corporation, Roux Laboratories, Inc., by unanimous written consent of the shareholders and board of directors given in accordance with Section 615 and Section 708 of the Business Corporation.
7. Colomer Professional, Inc. has complied with the applicable provisions of the laws of the State of Delaware in which it is incorporated, and this merger is permitted by such laws.
8. The effective date of the merger shall be October 5,2012.
IN WITNESS WHEREOF, I have signed this certificate on the 4th day of October, 2012, and I affirm the statement contained therein as true under penalties of perjury.
| ROUX LABORATORIES, INC. | |||
| By: | /s/ Jack Carrothers | ||
| Name: | Jack Carrothers | ||
| Its: | Senior Corporate Counsel and Secretary | ||
| COLOMER PROFESSIONAL, INC. | |||
| By: | /s/ Jack Carrothers | ||
| Name: | Jack Carrothers | ||
| Its: | Senior Corporate Counsel and Secretary | ||
CERTIFICATE OF MERGER
OF
COLOMER PROFESSIONAL, INC.
INTO
ROUX LABORATORIES, INC.
Under Section 905 of the Business Corporation Law.
| STATE OF NEW YORK | ||||
| DEPARTMENT OF STATE | ||||
| FILED OCT 05 2012 | ||||
| TAX $ | ||||
| By: | ILLEGIBLE | |||
| Filed by: | Roux Laboratories, Inc. | |
| 5344 Overmyer Drive | ||
| Jacksonville, FL 32254 |
| CUSTOMER REF.# | |
| 362.829 JBA | |
| 85 |
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016 | |
| /s/ Anthony Giardina | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
STATE OF NEW YORK
DEPARTMENT OF STATE
CERTIFICATE OF MERGER
OF
AMERINAIL INC.
INTO
ROUX LABORATORIES, INC.
UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW
The undersigned, Jack Carrothers, being the Secretary of Roux Laboratories, Inc., a New York corporation, and being the Secretary of Amerinail Inc., a Delaware corporation, hereby certifies:
1. Roux Laboratories, Inc. is the parent corporation of Amerinail Inc., and owns 100% of all outstanding shares of Amerinail Inc.
2. (a) The name of each constituent corporation is as follows:
Roux Laboratories, Inc.
Amerinail Inc.
(b) The name of the surviving corporation following the merger is Roux Laboratories, Inc.
3. As to each constituent corporation, the plan of merger sets forth the designation and number of outstanding shares of each class and series entitled to vote as a class on the plan of merger, as follows:
| Name of Corporation | Designation and number of shares in each class or series outstanding | class or series of shares entitled to vote | Shares entitled to vote as a Class or Series | |||||
| Amerinail Inc. | 1,000 | Common | 1,000 | |||||
| Roux Laboratories, Inc. | 100 | Common | 100 | |||||
The total number of surviving shares of Roux Laboratories, Inc. shall be 100 shares.
4. Roux Laboratories, Inc. filed its certificate of incorporation with the Department of State on January 28, 1946 under the name Roux Distributing Co, Inc.
5. Amerinail Inc. was incorporated in Delaware on December 13, 1996 and no Application for Authority in the State of New York to transact business as a foreign corporation therein was filed by the Department of State of the State of New York.
6. The merger was adopted by the parent and surviving corporation, Roux Laboratories, Inc., by unanimous written consent of the shareholders and board of directors given in accordance with Section 615 and Section 708 of the Business Corporation.
7. Amerinail Inc. has complied with the applicable provisions of the laws of the State of Delaware in which it is incorporated, and this merger is permitted by such laws.
8. The effective date of the merger shall be October 5, 2012.
IN WITNESS WHEREOF, I have signed this certificate on the 4th day of October, 2012, and I affirm the statement contained therein as true under penalties of perjury.
| ROUX LABORATORIES, INC. | |||
| By: | /s/ Jackcarrothers | ||
| Name: | Jackcarrothers | ||
| Its: | Senior Corporate Counsel and secretary | ||
| AMERINAIL INC. | |||
| By: | /s/ Jackcarrothers | ||
| Name: | Jackcarrothers | ||
| Its: | Senior Corporate Counsel and secretary | ||
CERTIFICATE OF MERGER
OF
AMERINAIL INC.
INTO
ROUX LABORATORIES, INC.
Under Section 905 of the Business Corporation Law.
| ILLEGIBLE | |||||
| STATE OF NEW YORK DEPARTMENT OF STATE | |||||
| FILED OCT 05 2012 | |||||
| TAX $ | |||||
| BY: | |||||
| Filed by: Roux Laboratories, Inc. | |||||
| 5344 Overmyer Drive | |||||
| Jacksonville, FL 32254 | |||||
| CUSTOMER REF. # | |
| 362829 JBA | |
| 90 | |
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of the Department of State, at the City of Albany, on August 16, 2016. |
| STATE OF NEW YORK | |
| /s/ Anthony Giardina | |
| DEPARTMENT OF STATE | |
| Anthony Giardina | |
| Executive Deputy Secretary of State |
CERTIFICATE OF MERGER
OF
COLOMER PROFESSIONAL PRODUCTS INC.
INTO
ROUX LABORATORIES, INC.
UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW
The undersigned, Jack Carrothers, being the Secretary of Roux Laboratories, Inc., a New York corporation, and being the Secretary of Colomer Professional Products Inc., a Delaware corporation, hereby certifies:
1. Roux Laboratories, Inc. is the parent corporation of Colomer Professional, Inc, and owns 100% of all outstanding shares of Colomer Professional, Inc.
2. (a) The name of each constituent corporation is as follows:
Roux Laboratories, Inc.
Colomer Professional Products Inc.
(b) The name of the surviving corporation following the merger is Roux Laboratories, Inc.
3. As to each constituent corporation, the plan of merger sets forth the designation and number of outstanding shares of each class and series entitled to vote as a class on the plan of merger, as follows:
| Name of Corporation | Designation and number of shares in each class or series outstanding | Class or Series of shares entitled to vote | Shares entitled to vote as a class or series | |||
| Colomer Professional Products Inc. | 1,000 | Common | 1,000 | |||
| Roux Laboratories, Inc. | 100 | Common | 100 |
The total number of surviving shares of Roux Laboratories, Inc. shall be 100 shares.
4. Roux Laboratories, Inc. filed its certificate of incorporation with the Department of State on January 28, 1946 under the name Roux Distributing Co, Inc.
5. Colomer Professional Products Inc. was incorporated in Delaware on January 8, 1991 under the name Revlon Professional Products Inc., and no Application for Authority in the State of New York to transact business as a foreign corporation therein was filed by the Department of State of the State of New York.
6 The merger was adopted by the parent and surviving corporation, Roux Laboratories, Inc., by unanimous written consent of the shareholders and board of directors given in accordance with Section 615 and Section 708 of the Business Corporation.
6. Colomer Professional Products Inc. has complied with the applicable provisions of the laws of the State of Delaware in which it is incorporated, and this merger is permitted by such laws.
7. The effective date of the merger shall be October 5, 2012.
IN WITNESS WHEREOF, I have signed this certificate on the 4th day of October, 2012, and I affirm the statement contained therein as true under penalties of perjury.
| ROUX LABORATORIES, INC. | |||
| By: | /s/ Jack Carrothers | ||
| Name: | Jack Carrothers | ||
| Its: | Senior Corporate Counsel and Secretary | ||
| COLOMER PROFESSIONAL PRODUCTS INC. | |||
| By: | /s/ Jack Carrothers | ||
| Name: | Jack Carrothers | ||
| Its: | Senior Corporate Counsel and Secretary | ||
CERTIFICATE OF MERGER
OF
COLOMER PROFESSIONAL PRODUCTS INC.
INTO
ROUX LABORATORIES, INC.
Under Section 905 of the Business Corporation Law.
| ILLEGIBLE | ||||
| STATE OF NEW YORK | ||||
| DEPARTMENT OF STATE | ||||
| FILED OCT 05 2012 | ||||
| TAX $ | ILLEGIBLE | |||
| By: | ILLEGIBLE | |||
| ILLEGIBLE | ||||
| Filed by: | Roux Laboratories, Inc. | |
| 5344 Overmyer Drive | ||
| Jacksonville, FL 32254 |
| CUSTOMER REF. # | |
| 362829 JBA | |
| 80 |