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- S-4 Registration of securities issued in business combination transactions
- 3.1 Certificate of Incorporation of Ssi Investments II Limited
- 3.2 Memorandum and Articles of Association of Ssi Investments II Limited
- 3.3 Certificate of Formation of Ssi Co-issuer LLC
- 3.4 Limited Liability Company Agreement of Ssi Co-issuer LLC
- 3.5 Certificate of Incorporation of Ssi Investments III Limited
- 3.6 Memorandum and Articles of Association of Ssi Investments III Limited
- 3.7 Certificate of Incorparation of Skillsoft Limited
- 3.8 Memorandum and Articles of Association Skillsoft Limited
- 3.9 Certificate of Incorporation of Skillsoft Ireland Limited
- 3.10 Memorandum and Articles of Association of Skillsoft Ireland Limited
- 3.11 Certificate of Incorporation of CBT (Technology) Limited
- 3.12 Memorandum and Articles of Association of CBT (Technology) Limited
- 3.13 Certificate of Incorporation of Stargazer Productions
- 3.14 Memorandum and Articles of Association of Stargazer Productions
- 3.15 Amended and Restated Certificate of Incorporation of Skillsoft Corporation
- 3.16 Amended and Restated Bylaws of Skillsoft Corporation
- 3.17 Articles of Organization of BOOKS24X7.COM, Inc.
- 3.18 By-laws of BOOKS24X7.COM, Inc.
- 3.19 Certificate and Articles of Amalgamation of Skillsoft Canada, LTD.
- 3.20 By-law Number 1A of Skillsoft Canada, LTD.
- 3.21 Certificate of Incorporation of Skillsoft Finance Limited
- 3.22 Memorandum and Articles of Association of Skillsoft Finance Limited
- 3.23 Certificate of Incorporation of Skillsoft U.k. Limited
- 3.24 Memorandum and Articles of Association of Skillsoft U.k. Limited
- 4.1 Form of 11.125% Senior Note Due 2018
- 4.2 Indenture Dated As of May 26,2010
- 4.3 First Supplemental Indenture
- 4.4 Registration Rights Agreement
- 5.1 Opinion of Ropes & Gray LLP
- 5.2 Opinion of William Fry
- 5.3 Opinion of Cox & Palmer
- 5.4 Opinion of Maples and Calder
- 5.5 Opinion of Ropes & Gray International LLP
- 10.1 Amended and Restated Credit Agreement
- 10.2 Guarantee and Collateral Agreement
- 10.3 First Amendment to Guarantee and Collateral Agreement
- 10.4 Assumption Agreement
- 10.5 Novation and Assumption Agreement
- 10.6 Novation and Assumption Agreement
- 10.7 Assumption Agreement
- 10.8 Form of Indemnification Agreement
- 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.1 Consent of Ernst & Young LLP
- 25.1 Form T-1 Statement of Eligibility
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to Brokers
- 99.4 Form of Letter to Clients
- CORRESP Corresp
- CORRESP Corresp
Exhibit 3.23
FILE COPY
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
Company No. 2051729
The Registrar of Companies for England and Wales hereby certifies that SMARTFORCE UK LIMITED having by special resolution changed its name, is now incorporated under the name of SKILLSOFT U.K. LIMITED
Given at Companies House, London, the 19th April 2004
*C02051729I*
THE OFFICIAL SEAL OF THE REGISTRAR OF COMPANIES
Companies House
— for the record —
Company No. 2051729 |
THE COMPANIES ACT 1985 (as amended)
WRITTEN RESOLUTION
of
the Shareholder of
SMARTFORCE UK LIMITED
(Signed on April 15, 2004 pursuant to S.381A of
the Companies Act 1985 (as amended))
We, the undersigned, being the sole member of the above-named company (“the Company”) who is entitled to receive notice of and to attend and vote at general meetings of the Company, hereby agree that the following resolution shall have effect as a written resolution of the Company in accordance with Section 381A of the Companies Act 1985:
SPECIAL RESOLUTION
That the name of the Company be changed to:
“SkillSoft U.K. Limited”
Signed by Anthony Paul Amato Director, for and on behalf of Fidalco Limited | [ILLEGIBLE] |