Exhibit 3.01.21
State of Delaware Secretary of State Division of Corporations Delivered 04:21 PM 07/21/2010 FILED 04:21 PM 07/21/2010 SRV 100761708 – 3338725 FILE |
STATE OF DELAWARE
CERTIFICATE OF MERGER OF
DOMESTIC CORPORATIONS
Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:
FIRST: The constituent corporations are TuVox Incorporated, a Delaware corporation and TI Merger Corporation, a Delaware corporation.
SECOND: The Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Title 8, Section 251 of the Delaware General Corporation Law.
THIRD: The name of the surviving corporation is TuVox Incorporated, a Delaware corporation.
FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Amended and Restated Certificate of Incorporation as attached hereto asSchedule A.
FIFTH: The merger is to become effective upon the filing of this Certificate of Merger with the Secretary of State of Delaware.
SIXTH: The Agreement and Plan of Merger is on file at TuVox Incorporated, 11808 Miracle Hills Drive, Omaha, Nebraska 68154, the place of business of the surviving corporation.
SEVENTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.
IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, this 21st day of July, 2010.
| TuVox Incorporated | ||
| By: | /s/ BRIAN COLBECK | |
| Name: | BRIAN COLBECK | |
| Title: | CFO | |
Schedule A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TUVOX INCORPORATED
ARTICLE I. NAMEOF CORPORATION
The name of this corporation is TuVox Incorporated.
ARTICLE II. REGISTERED OFFICE; REGISTERED AGENT
It’s registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The registered agent in charge thereof is Corporation Service Company
ARTICLEIII. PURPOSE
The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware
ARTICLEIV.CAPITALSTOCK
The amount of the total stock this corporation is authorized to issue is 10,000 shares (number of authorized shares) with a par value of $0.01 per share.