Exhibit 3.128
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Delaware
The first State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:
“SEVEN UP BOTTLING COMPANY OF SAN FRANCISCO”, A CALIFORNIA CORPORATION,
WITH AND INTO “DR PEPPER BOTTLING COMPANY OF TEXAS” UNDER THE NAME OF “DR PEPPER BOTTLING COMPANY OF TEXAS”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-EIGHTH DAY OF MAY, A.D. 2008, AT 11:22 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE THIRTY-FIRST DAY OF MAY, A.D. 2008, AT 11:56 O’CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
2176154 8100M 080620550 |  | /s/ Harriet Smith Windsor | ||
You may verify this certificate online at corp.delaware.gov/authver.shtml | Harriet Smith Windsor, Secretary of State AUTHENTICATION: 6623210 DATE: 05-29-08 | |||
| State of Delaware | ||||
| Secretary of State | ||||
| Division of Corporations | ||||
| Delivered 11:21 PM 05/28/2008 | ||||
| FILED 11:22 PM 05/28/2008 | ||||
| SRV 080620550 — 2176154 FILE |
CERTIFICATE OF OWNERSHIP AND MERGER
merging
SEVEN UP BOTTLING COMPANY OF SAN FRANCISCO
(a California corporation)
(a California corporation)
with and into
DR PEPPER BOTTLING COMPANY OF TEXAS
(a Delaware corporation)
(a Delaware corporation)
(PURSUANT TO SECTION 253 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)
May 28, 2008
Dr Pepper Bottling Company of Texas, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:
FIRST:That the Corporation was incorporated on October 21, 1988 pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).
SECOND:That the Corporation owns all of the issued and outstanding shares of stock of Seven Up Bottling Company of San Francisco, a corporation incorporated on June 29, 1960 pursuant to the laws of the State of California (“SUBCSF”).
THIRD:That the Corporation by the following resolutions of its Board of Directors, duly adopted at a meeting of the Board of Directors on May 20, 2008, has determined to merge SUBCSF with and into the Corporation pursuant to Section 253 of the DGCL:
RESOLVED,that it is deemed advisable and in the best interest of Dr Pepper Bottling Company of Texas, a Delaware corporation (the “Corporation”), that Seven Up Bottling Company of San Francisco, a California corporation (“SUBCSF”), merge with and into the Corporation pursuant to Section 253 of the DGCL (the “SUBCSF Merger”); provided that the merger of Seven-Up/RC Bottling Company, Inc. with and into the Corporation is completed prior to the SUBCSF Merger; and further
RESOLVED,that the effective time and date of the SUBCSF Merger (the “SUBCSF Effective Time”) shall be 11:56 p.m. Eastern Time on May 31, 2008; and further
RESOLVED,that upon the SUBCSF Merger, the Corporation shall be the surviving corporation and shall continue as a corporation organized and existing
pursuant to the laws of the State of Delaware under the name “Dr Pepper Bottling Company of Texas”; and further
RESOLVED,that following the SUBCSF Merger, the corporate existence of the Corporation, with all of its purposes, powers and objects, shall continue unaffected and unimpaired by the SUBCSF Merger, and as the surviving corporation, it shall, from and after the SUBCSF Merger, possess all of the rights, privileges, immunities, powers and purposes of SUBCSF, and all of the property (real, personal and intangible), causes of action and every other asset of SUBCSF shall vest in the Corporation, and the Corporation shall assume all of the obligations and liabilities of SUBCSF, all without further act or deed; and further
RESOLVED,that the separate corporate existence of SUBCSF shall cease upon the SUBCSF Merger; and further
RESOLVED,that each share of stock in the Corporation issued and outstanding immediately prior to the merger shall not be converted or exchanged in any manner and shall continue to represent one share of the surviving corporation; and further
RESOLVED,that at the SUBCSF Effective Time, each share of stock in SUBCSF issued and outstanding immediately prior to the SUBCSF Merger shall automatically, by virtue of the merger and without any action on the part of the holder thereof, be cancelled, retired, and cease to exist without payment of any consideration with respect thereto; and further
RESOLVED,that, from and after the SUBCSF Merger, the Certificate of Incorporation and the By-Laws of the Corporation, as in effect immediately prior to the SUBCSF Merger, shall be those of the surviving corporation; and further
RESOLVED,that the members of the Board of Directors and the officers of the Corporation immediately prior to the SUBCSF Merger shall be the members of the Board of Directors and the officers, respectively, of the surviving corporation until successors are appointed in accordance with applicable law and the Certificate of Incorporation and the By-Laws of the surviving corporation; and further
RESOLVED,that for U.S. Federal income tax purposes, the Spokane Merger is intended to qualify as a tax-free liquidation under Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”) and can qualify as a tax-free reorganization under Section 368 of the Code; and further
RESOLVED,that each officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to execute, acknowledge, file and report, in the name and on behalf of the Corporation, the Certificate of Ownership and Merger and those other agreements, instruments and documents as may be
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contemplated thereby and any amendments or supplements thereto, in such form and with any such changes, additions or deletions as any such officer shall determine to be advisable and in the best interests of the Corporation, which determination shall be conclusively evidenced by such officer’s execution and delivery thereof; and further
RESOLVED,that each officer of the Corporation be, and each of them hereby is, authorized, empowered and directed to execute and deliver in the name and on behalf of the Corporation, any agreements, instruments and documents and to do and perform all such acts and things as in their judgment, or in the judgment of any one of them, shall be deemed necessary or advisable in order to carry out, comply with, and effectuate the intent and purposes of the foregoing resolutions and any or all of the transactions contemplated therein or thereby, the authority thereof to be conclusively evidenced by the execution and delivery of such agreements, instruments and documents or the taking of such action; and further
RESOLVED,that all acts and deeds heretofore done by any director or officer of the Corporation for and on behalf of the Corporation in entering into, executing, acknowledging or attesting any arrangements, agreements, instruments or documents, or in carrying out the terms and intention of the foregoing resolutions, are hereby adopted, ratified, approved and confirmed in all respects.
FOURTH:The Corporation shall be the surviving corporation of the merger of SUBCSF with and into the Corporation under the name “Dr Pepper Bottling Company of Texas”.
FIFTH:The merger of SUBCSF with and into the Corporation shall be effective as of 11:56 p.m. Eastern Time on May 31, 2008.
[Signature page follows.]
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer as of the date first written above.
| DR PEPPER BOTTLING COMPANY OF TEXAS | ||||
| By: | /s/ William M.Nelson | |||
| Name: | William M.Nelson | |||
| Title: | Senior Vice President & Secretary | |||
[Signature Page to Certificate of Ownership and Merger]