D PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Restated Articles of Organization | FORM MUST BE TYPED |
(General Laws Chapter 156D, Section 10.07; 950 CMR 113.35) |
(1) Exact name of corporation: | EMC Corporation 042680009 |
(2) Registered office address: | 176 South Street, Hopkinton, MA 01748 |
| (number, street, city or town, slate, zip code) |
(3) Date adopted: | May 1, 2013 |
| (month, day, year) |
(check appropriate box)
| ☐ | the directors without shareholder approval and shareholder approval was not required; |
OR
| ☒ | the board of directors and the shareholders in the manner required by G.L. Chapter 156D and the corporation’s articles of organization. |
| (5) | The following information is required to be included in the articles of organization pursuant to G.L. Chapter 156D, Section 2.02 except that the supplemental information provided for in Article VIII is not required:* |
ARTICLE I
The exact name of the corporation is:
EMC Corporation
ARTICLE II
Unless the articles of organization otherwise provide, all corporations formed pursuant to G.L. Chapter 156D have the purpose of engaging in any lawful business. Please specify if you want a more limited purpose:**
| 1. | To develop, manufacture and sell computer peripheral and enhancement equipment and related products and to engage in all other lawful business related thereto. |
| 2. | To carry on any manufacturing, mercantile, selling, management, service or other business, operation or activity which may lawfully be carried on by a corporation organized under the Business Corporation Law of The Commonwealth of Massachusetts, whether or not related to those referred to in the foregoing paragraph. |
* Changes to Article VIII must be made by filing a statement of change of supplemental information form.
** Professional corporations governed by G.L. Chapter 156A and must specify the professional activities of the corporation.
ARTICLE III
State the total number of shares and par value, if any, of each class of stock that the corporation is authorized to issue. All corporations must authorize stock. If only one class on series is authorized, it is not necessary to specify any particular designation.
WITHOUT PAR VALUE | WITH PAR VALUE |
TYPE | NUMBER OF SHARES | TYPE | NUMBER OF SHARES | PAR VALUE |
| | Common | 6,000,000,000 | $0.01 |
| | Preferred | 25,000,000 | $0.01 |
| | | | |
ARTICLE IV
Prior to the issuance of shares of any class or series, the articles of organization must set forth the preferences, limitations and relative rights of that class or series. The articles may also limit the type or specify the minimum amount of consideration for which shares of any class or series may be issued. Please set forth the preferences, limitations and relative rights of each class or series and, if desired, the required type and minimum amount of consideration to be received.
See Attached Pages 4-A through 4-C.
ARTICLE V
The restrictions, if any, imposed by the articles or organization upon the transfer of shares of any class or series of stock are:
None.
ARTICLE VI
Other lawful provisions, and if there are no such provisions, this article may be left blank.
See Attached Pages 6-A through 6-E.
Note: The preceding six (6) articles are considered to be permanent and may be changed only by filing appropriate articles of amendment.
*G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.
Article IV
The total number of shares of all classes of capital stock which the Company shall be authorized to issue is 6,025,000,000 shares, consisting of 6,000,000,000 shares of common stock, $.01 par value per share (the “Common Stock”), and 25,000,000 shares of preferred stock, $.01 par value per share (the “Series Preferred Stock”).
Common Stock
The holders of the Common Stock shall have the exclusive right to vote for the election of directors and on all other matters requiring action by the shareholders or submitted to the shareholders for action, except as may be determined by votes of the directors pursuant to Article 4 hereof or as may otherwise be required by law, and each share of the Common Stock shall entitle the holder thereof to one vote.
The holders of the Common Stock shall be entitled to receive, to the extent permitted by law, such dividends as may from time to time be declared by the directors.
Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of the Common Stock shall be entitled to receive the net assets of the Company, after the Company shall have satisfied or made provision for its debts and obligations and for payment to the holders of shares of any class or series having preferential rights to receive distributions of the net assets of the Company.
Preferred Stock
The shares of Series Preferred Stock may be issued from time to time in one or more series. The directors may determine, in whole or in part, the preferences, voting powers, qualifications and special or relative rights or privileges, if any, of any such series before the issuance of any shares of that series; provided, however, that if and to the extent that shares of any series have voting rights, such rights shall not be in excess of the greater of (i) one vote per share of such series or (ii) if the shares of such series are convertible into shares of Common Stock, such number of votes per share as equals the number of shares of Common Stock into which one share of such series is at the time of such vote convertible. The directors shall determine the number of shares constituting each series of Series Preferred Stock and each series shall have a distinguishing designation.
Page 4-A
Approval by Shareholders of Certain Actions
A. Amendment to Articles of Organization
Unless a greater percentage vote, or action by one or more additional separate voting groups, is required by these articles of organization, by the bylaws of the corporation, pursuant to Section 10.21 of the Massachusetts Business Corporation Act (the “MBCA”), or by the board of directors of the corporation, acting pursuant to subsection (c) of Section 10.03 of the MBCA, adoption of an amendment to these articles of organization in accordance with Section 10.03 of the MBCA shall require the affirmative vote of at least a majority of all the shares entitled generally to vote on the matter by these articles of organization, and in addition at least a majority of the shares of any voting group entitled to vote separately on the matter by the MBCA, by these articles, by the bylaws of the corporation, or by action of the board of directors pursuant to subsection (c) of Section 10.03 of the MBCA.
B. Merger or Share Exchange
Unless a greater percentage vote, or action by one or more additional separate voting groups, is required by these articles of organization, by the bylaws of the corporation, pursuant to Section 10.21 of the MBCA, or by the board of directors of the corporation, acting pursuant to subsection (3) of Section 11.04 of the MBCA, approval by the shareholders of a plan of merger or share exchange in accordance with Section 11.04 of the MBCA shall require approval by at least a majority of all the shares entitled generally to vote on the matter by these articles of organization, and in addition at least a majority of the shares in any voting group entitled to vote separately on the matter by the MBCA, by these articles, by the bylaws of the corporation, or by action of the board of director’s pursuant to subsection (3) of Section 11.04 of the MBCA.
C. Sale of Substantially All of the Property
Unless a greater percentage vote, or action by one or more additional separate voting groups, is required by these articles of organization, by the bylaws of the corporation, pursuant to Section 10.21 of the MBCA, or by the board of directors of the corporation, acting pursuant to subsection (b) of Section 12.02 of the MBCA, approval of a sale, lease, exchange or disposition of all, or substantially all, of the property of the corporation in accordance with Section 12.02 of the MBCA shall require the affirmative vote of at least a majority of all the shares entitled generally to vote on the matter by these articles of
Page 4-B
organization, and in addition at least a majority of the shares in any voting group entitled 10 vote separately on the matter by the MBCA, by these articles, by the bylaws of the corporation, or by action of the board of directors pursuant to subsection (b) of Section 12.02 of the MBCA.
D. Voluntary Dissolution of the Corporation
Unless a greater percentage vote, or action by one or more additional separate voting groups, is required by these articles of organization, by the bylaws of the corporation, pursuant to Section 10.21 of the MBCA, or by the board of directors, acting pursuant to subsection (c) of Section 14.02 of the MBCA, adoption of a proposal to dissolve the corporation in accordance with Section 14.02 of the MBCA shall require approval by at least a majority of all the votes entitled generally to vote on the matter by these articles of organization, and in addition at least a majority of the shares in any voting group entitled to vote separately on the matter by the MBCA, by these articles, by the bylaws of the corporation, or by action of the board of directors pursuant to subsection (c) of Section 14.02 of the MBCA.
E. Domestication into Foreign Jurisdiction
Unless a greater percentage vote, or action by one or more additional separate voting groups, is required by these articles of organization, by the bylaws of the corporation, pursuant to Section 10.21 of the MBCA, or by the board of directors of the corporation, acting pursuant to subsection (3) of Section 9.21 of the MBCA, approval of a plan of domestication of the corporation to a foreign jurisdiction in accordance with Section 9.21 of the MBCA shall require approval by at least a majority of all the shares entitled generally to vote on the matter by these articles of organization, and in addition at least a majority of the shares in any voting group entitled to vote separately on the matter by the MBCA, by these articles, by the bylaws of the corporation, or by action of the board of directors pursuant to subsection (3) of Section 9.21 of the MBCA.
F. Entity Conversion
Unless a greater percentage vote, or action by one or more additional separate voting groups, is required by these articles of organization, by the bylaws of the corporation, pursuant to Section 10.21 of the MBCA, or by the board of directors of the corporation, acting pursuant to subsection (3) of Section 9.52 of the MBCA, approval of a plan of entity conversion to a domestic or foreign other entity in accordance with Section 9.52 of the MBCA shall require approval by at least a majority of all the shares entitled generally to vote on the matter by these articles of organization, and in addition at least a majority of the shares in any voting group entitled to vote separately on the matter by the MBCA, by these articles, by the bylaws of the corporation, or by action of the board of directors pursuant to subsection (3) of Section 9.52 of the MBCA.
Page 4-C
Article VI
(a) The corporation may carry on any business, operation or activity referred to in Article 2 to the same extent as ,might an individual, whether as principal, agent, contractor or otherwise, and either alone or in conjunction or joint venture or other arrangement with any corporation, association, trust, firm or individual.
(b) The corporation may carry on any business, operation or activity through a wholly or partly owned subsidiary.
(c) The corporation may be a partner in any business enterprise which it would have power to conduct by itself.
(d) The directors may make, amend or repeal the bylaws in whole or in part, except with respect to any provision thereof which by law or the bylaws requires action by the shareholders.
(e) Meetings of the shareholders may be held anywhere in the United States.
(f) No shareholder shall have any right to examine any property or any books, accounts or other writings of the corporation if there is reasonable ground for belief that such examination will for any reason be adverse to the interests of the corporation, and a vote of the directors refusing permission to make such examination and setting forth that in the opinion of the directors such examination would be adverse to the interests of the corporation shall be prima facie evidence that such examination would be adverse to the interests of the corporation. Every such examination shall be subject to such reasonable regulations as the directors may establish in regard thereto.
(g) The directors may specify the manner in which the accounts of the corporation shall be kept and may determine what constitutes net earnings, profits and surplus, what amounts, if any, shall be reserved for any corporate purpose, and what amounts, if any, shall be declared as dividends. Unless the board of directors otherwise specifies, the excess of the consideration for any share of its capital stock with par value issued by it over such par value shall be paid-in surplus. The board of directors may allocate to capital stock less than all of the consideration for any share of its capital stock without par value issued by it, in which case the balance of such consideration shall be paid-in surplus. All surplus shall be available for any corporate purpose, including the payment of dividends.
(h) The purchase or other acquisition or retention by the corporation of shares of its own capital stock shall not be deemed a reduction of its capital stock. Upon any reduction of capital or capital stock, no shareholder shall have any right to demand any distribution from the corporation, except as and to the extent that the shareholders shall have provided at the time of authorizing such reduction.
Page 6-A
(i) The directors shall have the power to fix from time to time their compensation. No person shall be disqualified from holding any office by reason of any interest. In the absence of fraud, any director, officer or shareholder of this corporation, individually, or any individual having any interest in any concern which is a shareholder of this corporation, or any concern in which any of such directors, officers, shareholders or individuals has any interest, may be a party to, or may be pecuniarily or otherwise interested in, any contract, transaction or other act of this corporation, and
(1) such contract, transaction or act shall not be in any way invalidated or otherwise affected by that fact;
(2) no such director, officer, shareholder or individual shall be liable to account to this corporation for any profit or benefit realized through any such contract, transaction or act; and
(3) any such director of this corporation may be counted in determining the existence of a quorum at any meeting of the directors or of any committee thereof which shall authorize any such contract, transaction or act, and may vote to authorize the same;
provided, however, that any contract, transaction or act in which any director or officer of this corporation is so interested individually or as a director, officer, trustee or member of any concern which is not a subsidiary or affiliate of this corporation, or in which any directors or officers are so interested as holders, collectively, of a majority of shares of capital stock or other beneficial interest at the time outstanding in any concern which is not a subsidiary or affiliate of this corporation, shall be duly authorized or ratified by a majority of the directors who are not so interested, to whom the nature of such interest has been disclosed and who have made any findings required by law;
the term “interest” including personal interest and interest as a director, officer, stockholder, shareholder, trustee, member or beneficiary of any concern;
the term “concern” meaning any corporation, association, trust, partnership, firm, person or other entity other than this corporation; and
the phrase “subsidiary or affiliate” meaning a concern in which a majority of the directors, trustees, partners or controlling persons is elected or appointed by the directors of this corporation, or is constituted of the directors or officers of this corporation.
Page 6-B
To the extent permitted by law, the authorizing or ratifying vote of the holders of a majority of the shares of each class of the capital stock of this corporation outstanding and entitled to vote for directors at any annual meeting or a special meeting duly called for the purpose (whether such vote is passed before or after judgment rendered in a suit with respect to such contract, transaction or act) shall validate any contract, transaction or act of this corporation, or of the board of directors or any committee thereof, with regard to all shareholders of this corporation, whether or not of record at the time of such vote, and with regard to all creditors and other claimants under this corporation; provided, however, that
A. with respect to the authorization or ratification of contacts, transactions or acts in which any of the directors, officers or shareholders of this corporation have an interest, the nature of such contracts, transactions or acts and the interest of any director, officer or shareholder therein shall be summarized in the notice of any such annual or special meeting, or in a statement or letter accompanying such notice, and shall be fully disclosed at any such meeting;
B. the shareholders so voting shall have made any findings required by law;
C. shareholders so interested may vote at any such meeting except to the extent otherwise provided by law; and
D. any failure of the shareholders to authorize or ratify such contract, transaction or act shall not be deemed in any way to invalidate the same or to deprive this corporation, its directors, officers or employees of its or their right to proceed with such contract, transaction or act.
No contract, transaction or act shall be avoided by reason of any provision of this paragraph (i) which would be valid but for such provision or provisions.
(j) The corporation shall have all powers granted to corporations by the laws of The Commonwealth of Massachusetts, provided that no such power shall include any activity inconsistent with the Business Corporation Law or the general laws of said Commonwealth.
Page 6-C
(k) No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director to the extent provided by applicable law notwithstanding any provision of law imposing such liability; provided, however, that to the extent, and only to the extent, required by Section 13(b) (1 ½) or any successor provision of the Massachusetts Business Corporation Law, this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under the Massachusetts Business Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. This provision shall not be construed in any way so as to impose or create liability. The foregoing provisions of this Article 6(k) shall not eliminate the liability of a director for any act or omission occurring prior to the date on which this Article 6(k) becomes effective. No amendment to or repeal of this Article 6(k) shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
(1) The bylaws of the corporation may, but are not required to, provide that in a meeting of shareholders other than a Contested Election Meeting (as defined below), a nominee for director shall be elected to the board of directors only if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election (with “abstentions,” “broker non-votes” and “withheld votes” not counted as a vote “for” or “against” such nominee’s election). In a Contested Election Meeting, directors shall be elected by a plurality of the votes cast at such Contested Election Meeting. A meeting of shareholders shall be a “Contested Election Meeting” if there are more persons nominated for election as directors at such meeting than there are directors to be elected at such meeting, determined as of the tenth day preceding the date of the corporation’s first notice to shareholders of such meeting sent pursuant to the corporation’s bylaws (the “Determination Date”); provided, however, that if in accordance with the corporation’s bylaws, shareholders are entitled to nominate persons for election as director for a period of time that ends after the otherwise applicable Determination Date, the Determination Date shall instead be as of the end of such period.
(m) Any action required or permitted to be taken at any meeting of shareholders may be taken without a meeting by shareholders having not less than the minimum number of votes necessary to take the action at a meeting at which all shareholders entitled to vote on the action are present and voting if, in accordance with these articles of organization and the corporation’s bylaws (i) shareholders who own in the aggregate at least twenty-five percent (25%) of the outstanding shares of stock of the corporation, as determined in accordance with these articles of organization, shall by written notice to the secretary request that the board of directors fix a record date for the proposed action by shareholders including the information required by the corporation’s bylaws, (ii) the shareholders proposing to take such action shall solicit written consents
Page 6-D
from all shareholders, and (iii) such action shall be evidenced by a consent or consents in writing, setting forth the action so taken, which shall be signed and delivered to the secretary and not revoked by shareholders having the requisite votes; provided, however, that any such action shall be taken in accordance with, and subject to the provisions of this Article VI, the corporation’s bylaws, and applicable law.
For purposes of determining whether shareholders own in the aggregate at least twenty-five percent (25%) of the outstanding shares of stock of the corporation, a shareholder shall be deemed to “own” only those outstanding shares of stock of the corporation as to which the shareholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (1) sold by such shareholder or any of its affiliates in any transaction that has not been settled or closed, (2) borrowed by such shareholder or any of its affiliates for any purposes or purchased by such shareholder or any of its affiliates pursuant to an agreement to resell or (3) subject to any Derivative Position (as defined in the corporation’s bylaws) entered into by such shareholder or any of its affiliates, whether any such Derivative Position is to be settled with shares or with cash based on the notional amount or value of shares of outstanding stock of the corporation, in any such case which Derivative Position has, or is intended to have, the purpose or effect of reducing in any manner, to any extent or at any time in the future, such shareholder’s or affiliates’ full right to vote or direct the voting of any such shares, and/or hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such shareholder or affiliate. A shareholder shall “own” shares held in the name of a nominee or other intermediary so long as the shareholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of stock of the corporation are “owned” for these purposes shall be decided by the board of directors in its reasonable determination.
Notwithstanding anything in these articles of organization or the corporation’s bylaws to the contrary (i) shareholders may act without a meeting by unanimous written consent, and none of the foregoing provisions shall apply to such action, and (ii) where written consents are solicited by or at the direction of the board of directors, shareholders may act without a meeting if the action is taken by shareholders having not less than the minimum number of votes necessary to take that action at a meeting at which all shareholders entitled to vote on the action are present and voting, and none of the foregoing provisions shall apply to such action. Any action by written consent must be a proper subject for shareholder action by written consent.
Page 6-E
ARTICLE VII
The effective date of organization of the corporation is the date and time the articles were received for filing is the articles are not rejected within the time prescribed by law. If a later effective date is desired, specify such date, which may not be later than the 90th day after the articles are received for filing:
It is hereby certified that these restated articles of organization consolidate all amendments into a single document. If a new amendment authorizes an exchange, or effects a reclassification or cancellation, of issued shares, provisions for implementing that action are set forth in these restated articles unless contained in the text of the amendment.
Specify the number(s) of the article(s) being amended: | Article VI |
Signed by: | /s/ Paul T. Dacier | Paul T. Dacier |
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| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer |
| ☐ | Court-appointed fiduciary, |
on this | 1st | day of | May | , | 2013 | . |
CK#30754810
30754805
| COMMONWEALTH OF MASSACHUSETTS William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 Restated Articles of Organization | |
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(General Laws Chapter 156D, Section 10.07; 950 CMR 113.35) |
| I hereby certify that upon examination of these restated articles of organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said articles, and the filing fee in the amount of $300 having been paid, said articles are deemed to have been filed with me this 1st day of May 2013, at 2:30 a.m./p.m. time | |
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Name approval | |
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WILLIAM FRANCIS GALVIN Secretary of the Commonwealth |
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Filing fee: Minimum filing fee $200, plus $100 per article amended, stock increases $100 per 100,000 shares, plus $100 for each additional 100,000 shares or any fraction thereof. |
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TO BE FILLED IN BY CORPORATION Contact Information: |
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C T Corporation System |
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155 Federal Street, Suite 700 |
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Boston, Massachusetts 02110 |
Telephone: | (617) 757-6400 |
Email: | tracy.magnan@cmc.com |
Upon filing, a copy of this fling will be available at www.scc.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.
DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
Exact name, jurisdiction and date of organization of each party to the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
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EMC Corporation 04268009 | Massachusetts | August 23, 1979 |
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TwinStrata, Inc. 261240538 | Delaware | October 5, 2007 |
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(3) The foreign corporation or other entity ☒ is /☐ is not* authorized to conduct business in the Commonwealth.
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
| (6) | The merger shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified: _____________________________________________________________________________________ |
(7-8) For each domestic corporation that is a party to the merger:**
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☒ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
* Check appropriate box
** Provide this information for each domestic corporation separately
(10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
(11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State the executive office address of the surviving foreign other entity if such information is not on the public record in the |
| foreign jurisdiction: | |
| | (number, street, city or town, state, zip code) |
Signed by: | /s/ Paul T. Dacier | |
| Paul T. Dacier | (signature of authorized individual) |
| Assistant Secretary |
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
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Signed by: | /s/ Susan I. Permut |
| Susan I. Permut | (signature of authorized individual) |
| Assistant Secretary |
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 7th | day of | July | , | 2014 | . |
1225686 | COMMONWEALTH OF MASSACHUSETTS | |
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
Articles of Merger Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
| I hereby certify that upon examination of these articles of merger, duly submitted to me, it appears that the provisions of the General Laws relative thereto have been complied with, and I hereby approve said articles; and the filing fee in the amount of $250 having been paid, said articles are deemed to have been filed with me this day of 8th 2014 at a.m./p.m. time | |
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Name approval | |
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WILLIAM FRANCIS GALVIN Secretary of the Commonwealth |
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Filing fee: Minimum $250 |
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TO BE FILLED IN BY CORPORATION |
Contact Information: |
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C T Corporation System |
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155 Federal Street, Suite 700 |
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Boston, Massachusetts 02110 |
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Telephone: | (617) 757-6400 |
Email: | tracy.magnan@cmc.com |
Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.
DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
Exact name, jurisdiction and date of organization of each party to the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
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EMC Corporation 042686009 | Massachusetts | August 23, 1979 |
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Renasar Technologies, Inc. | Delaware | February 12, 2014 |
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(3) The foreign corporation or other entity ☐ is / ☒ is not* authorized to conduct business in the Commonwealth.
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
| (6) | The merger shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified: _____________________________________________________________________________________ |
(7-8) For each domestic corporation chat is a party to the merger:**
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☒ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
* Check appropriate box
** Provide this information for each domestic corporation separately
| (10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
| (11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State the executive office address of the surviving foreign other entity if such information is not on the public record in the |
| foreign jurisdiction: | |
| (number, street, city or town, state, zip code) |
Signed by: | /s/ Paul T. Dacier | | . |
| Paul. T, Dacier | (signature of authorized individual) |
| President, Renasar Technologies, Inc. |
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 6th | day of | March | , | 2015 | . |
Signed by: | | |
| Susan I Permut | (signature of authorized individual) |
| Senior Vice President and Deputy General Counsel |
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 6th | day of | March | , | 2015 | . |
CK#3116657
| COMMONWEALTH OF MASSACHUSETTS | |
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
Articles of Merger Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
| I hereby certify that upon examination of these articles of merger, duly submitted to me, it appears that the provisions of the General Laws relative thereto have been complied with, and I hereby approve said articles; and the filing fee in the amount of $250 having been paid, said articles are deemed to have been filed with me this day of 6 March 2015 at 3:23 a.m./p.m. time | 1239891 |
| | | |
| Effective date: | | |
| | (must be within 90 days of date submitted) | |
| |
| |
| |
| |
| |
| |
| |
| |
Examiner | |
| |
| |
Name approval | |
| |
| |
C | |
| |
| |
#A.R. | |
 |
|
WILLIAM FRANCIS GALVIN Secretary of the Commonwealth |
|
Filing fee: Minimum $250 |
|
TO BE FILLED IN BY CORPORATION Contact Information: |
|
C T Corporation System |
|
155 Federal Street, Suite 700 |
|
Boston, Massachusetts 02110 |
Telephone: | (617) 757-6400 |
Email: | tracy.magnan@cmc.com |
Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.
DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
Exact name, jurisdiction and date of organization of each party to the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
| | |
EMC Corporation 042680009 | Massachusetts | August 23, 1979 |
| | |
Afore Solutions (USA) Inc. | Delaware | August 16, 2013 |
| | |
| | |
(3) The foreign corporation or other entity ☐ is / ☒ is not* authorized to conduct business in the Commonwealth.
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
| (6) | The merger shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified: _________________________________________________________________________________________________________________________ |
(7-8) For each domestic corporation that is a party to the merger:**
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☒ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
* Check appropriate box
** Provide this information for each domestic corporation separately
(10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
(11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State the executive office address of the surviving foreign other entity if such information is not on the public record in the |
| foreign jurisdiction: | |
| (number, street, city or town, state, zip code) |
Signed by: | /s/ June Duchesne | |
| June Duchesne | (signature of authorized individual) |
| Senior Vice President and Assistant Deputy General Counsel, EMC Corporation |
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | | day of | April | , | 2015 | . |
Signed by: | /s/ Paul T. Dacier | |
| Paul T. Dacier | (signature of authorized individual) |
| President, Afore Solutions (USA) Inc. |
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 16 | day of | April | , | 2015 | . |
1242667 | COMMONWEALTH OF MASSACHUSETTS | 31141679 |
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
Articles of Merger Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
| I hereby certify that upon examination of these articles of merger, duly submitted to me, it appears that the provisions of the General Laws relative thereto have been complied with, and I hereby approve said articles; and the filing fee in the amount of $250 having been paid, said articles are deemed to have been filed with me this | |
| 16 day of | April | 20 | 15 | at 12:40 a.m./p.m. | |
| | time | | | | |
| Effective date: | | |
| (must be within 90 days of date submitted) | |
|  | |
 | | WILLIAM FRANCIS GALVIN Secretary of the Commonwealth | |
Examiner | | |
 | | Filing fee: Minimum $250 |
Name approval | | |
| | TO BE FILLED IN BY CORPORATION |
C | | Contact Information: | |
| | | |
#A.R. | | CT Corporation System | | |
| | | |
| | 155 Federal Street, Suite 700 | |
| | | |
| | Boston, Massachusetts 02110 | |
| | | | |
| | Telephone: | (617) 757-6400 | |
| | | | |
| | Email: | tracy.magnan@cmc.com | |
| | | | | |
| | Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue. | |
| | | | | | |
DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
Exact name, jurisdiction and date of organization of each party to the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
| | |
EMC Corporation | Massachusetts | August 23, 1979 / 042680009 |
| | |
Graphite System, Inc. | Delaware | April 5, 2012 |
| | |
| | |
(3) The foreign corporation or other entity ☐ is / ☒ is not* authorized to conduct business in the Commonwealth.
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
| (6) | The merger shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:______________________________________________________________________________________________________ |
(7-8) For each domestic corporation that is a party to the merger:**
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☑ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
| ** | Provide this information for each domestic corporation separately |
P.C.
| (10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
| (11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
| (12) | State the executive office address of the surviving foreign other entity if such information is not on the public record in the foreign jurisdiction: _______________________________________________________________________________________________________________ |
| | (number, street, city or town, state, zip code) |
Signed by: | /s/ C. Matthew Olton | | , |
| C. Matthew Olton, | (signature of authorized individual) | |
| Senior Vice President, EMC Corporation | |
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 28th | day of | August | , | 2015 | . |
Signed by: | /s/ June Duchesne | | , |
| June Duchesne | (signature of authorized individual) |
| Secretary, Graphite System, Inc. |
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 28th | day of | August | , | 2015 | , |
1250819 | COMMONWEALTH OF MASSACHUSETTS | 31220247 |
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
Articles of Merger Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
| I hereby certify that upon examination of these articles of merger, duly submitted to me, it appears that the provisions of the General Laws relative thereto have been complied with, and I hereby approve said articles; and the filing fee in the amount of $230 having been paid, said articles are deemed to have been filed with me this | |
| 28 day of | August | 2015 | at 3:33 a.m./p.m. | |
| | time | | | | |
| Effective date: | | |
| (must be within 90 days of date submitted) | |
|  | |
 | | WILLIAM FRANCIS GALVIN Secretary of the Commonwealth | |
Examiner | | |
 | | Filing fee: Minimum $250 |
Name approval | | |
| | TO BE FILLED IN BY CORPORATION |
C | | Contact Information: |
| | |
#A.R. | | CT Corporation System | |
| | | | |
| | 155 Federal Street, Suite 700 | | |
| | | | |
| | Boston, Massachusetts 02110 | | |
| | | | | |
| | Telephone: | (617) 757-6400 | | |
| | | | | |
| | Email: | tracy.magnan@emc.com | | |
| | | | | |
| | Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue. | |
| | | |
| | | |
| | | | | | |
DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
Exact name, jurisdiction and date of organization of each party to the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
| | |
EMC Corporation | Massachusetts | August 23, 1979 |
| | |
Documentum Canada Holding, Inc. | Delaware | November 20, 2001 |
| | |
| | |
(3) The foreign corporation or other entity ☐ is / ☒ is not* authorized to conduct business in the Commonwealth.
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
| (6) | The merger shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:______________________________________________________________________________________________________ |
(7-8) For each domestic corporation that is a party to the merger:**
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☒ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
| ** | Provide this information for each domestic corporation separately |
(10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
(11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State the executive office address of the surviving foreign other entity if such information is not on the public record in the foreign jurisdiction:_______________________________________________________________________________________________________________ |
| (number, street, city or town, state, zip code) |
Signed by: | | /s/ Paul T. Dacier | , |
| Paul T. Dacier | (signature of authorized individual) |
| | |
| EMC Corporation |
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 7th | day of | July | , | 2016 | . |
Signed by: | | /s/ Susan I. Permut | , |
| Susan I. Permut | (signature of authorized individual) |
| | |
| Documentum Canada Holdings, Inc. |
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
1270526 | COMMONWEALTH OF MASSACHUSETTS | 31401261 |
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
Articles of Merger Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
| I hereby certify that upon examination of these articles of merger, duly submitted to me, it appears that the provisions of the General Laws relative thereto have been complied with, and I hereby approve said articles; and the filing fee in the amount of $250 having been paid, said articles are deemed to have been filed with me this | |
| 07 day of | July 2016 | at 1:27 a.m./p.m. | |
| | time | | | | |
| Effective date: | | |
| (must be within 90 days of date submitted) | |
| | |
|  | |
| | WILLIAM FRANCIS GALVIN Secretary of the Commonwealth | |
Examiner | | |
 | | Filing fee: Minimum $250 |
Name approval | | |
| | TO BE FILLED IN BY CORPORATION |
C | | Contact Information: |
| | |
#A.R. | | CT Corporation System | |
| | | |
| | 155 Federal Street, Suite 700 | | |
| | | | |
| | Boston, Massachusetts 02110 | | |
| | | | | |
| | Telephone: | (617) 757-6400 | | |
| | | | | |
| | Email: | tracy.magnan@emc.com | | |
| | | | | |
| | Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue. | |
| | | |
| | | | | | |
DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
Exact name, jurisdiction and date of organization of each party to the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
| | |
EMC Corporation | Massachusetts | August 23, 1979 |
| | |
Datagen, Inc. | Delaware | January 23, 1970 |
| | |
| | |
(3) The foreign corporation or other entity ☐ is / ☒ is not* authorized to conduct business in the Commonwealth.
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
| (6) | The merger shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:______________________________________________________________________________________________________ |
(7-8) For each domestic corporation that is a party to the merger:**
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☒ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
| ** | Provide this information for each domestic corporation separately |
P.C.
(10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
(11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State the executive office address of the surviving foreign other entity if such information is not on the public record in the foreign jurisdiction: _______________________________________________________________________________________________________________ |
| (number, street, city or town, state, zip code) |
Signed by: | | /s/ Paul T. Dacier | , |
| Paul T. Dacier | (signature of authorized individual) |
| |
| EMC Corporation |
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 7th | day of | July | , | 2016 | . |
Signed by: | /s/ Susan I. Permut | | , |
| Susan I. Permut | (signature of authorized individual) |
| Datagen, Inc. |
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
1270516 | COMMONWEALTH OF MASSACHUSETTS | 31401260 |
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
Articles of Merger Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
| I hereby certify that upon examination of these articles of merger, duly submitted to me, it appears that the provisions of the General Laws relative thereto have been complied with, and I hereby approve said articles; and the filing fee in the amount of $250 having been paid, said articles are deemed to have been filed with me this | |
| 07 day of | July | 2016 | at 1:27 a.m./p.m. | |
| | time | | | | |
| Effective date: | | |
| (must be within 90 days of date submitted) | |
| | |
|  | |
 | | WILLIAM FRANCIS GALVIN Secretary of the Commonwealth | |
Examiner | | |
 | | Filing fee: Minimum $250 |
Name approval | | |
| | TO BE FILLED IN BY CORPORATION |
C | | Contact Information: |
| | |
#A.R. | | CT Corporation System | |
| | | |
| | 155 Federal Street, Suite 700 | | |
| | | | |
| | Boston, Massachusetts 02110 | | |
| | | |
| | | | | |
| | Telephone: | (617) 757-6400 | | |
| | | | | |
| | Email: | tracy.magnan@emc.com | | |
| | | | | |
| | Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue. | |
| | | |
| | | | | | |
DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
Exact name, jurisdiction and date of organization of each party to the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
| | |
EMC Corporation | Massachusetts | August 23, 1979 |
| | |
DSSD, Inc. | Nevada | June 14, 2010 |
| | |
| | |
(3) The foreign corporation or other entity ☐ is / ☒ is not* authorized to conduct business in the Commonwealth.
(4) Exact name of the surviving entity: | EMC Corporation 042680009 |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
| (6) | The merger shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:______________________________________________________________________________________________________ |
(7-8) For each domestic corporation that is a party to the merger:**
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☒ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
| ** | Provide this information for each domestic corporation separately |
(10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
(11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State the executive office address of the surviving foreign other entity if such information is not on the public record in the foreign jurisdiction:_______________________________________________________________________________________________________________ |
| (number, street, city or town, state. zip code) |
Signed by: | | /s/ Paul T. Dacier | | , |
| | (signature of authorized individual) |
| |
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 1st | day of | September | , | 2016 | . |
Signed by: | | /s/ Paul T. Dacier | | , |
| | (signature of authorized individual) |
| |
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 1st | day of | September | , | 2016 | . |
1273704 | COMMONWEALTH OF MASSACHUSETTS | 9293 |
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
Articles of Merger Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
| I hereby certify that upon examination of these articles of merger, duly submitted to me, it appears that the provisions of the General Laws relative thereto have been complied with, and I hereby approve said articles; and the filing fee in the amount of $250 having been paid, said articles are deemed to have been filed with me this | |
| 1 day of | September | 2016 | at 1:18 a.m./p.m. | |
| | time | | | | |
| Effective date: | | |
| (must be within 90 days of date submitted) | |
| | |
|  | |
 | | WILLIAM FRANCIS GALVIN Secretary of the Commonwealth | |
Examiner | | |
 | | Filing fee: Minimum $250 |
Name approval | | |
| | TO BE FILLED IN BY CORPORATION |
C | | Contact Information: |
| | |
#A.R. | | | |
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| | Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue. | |
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DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
Exact name, jurisdiction and date of organization of each party to the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
| | |
EMC Corporation | Massachusetts | August 23, 1979 |
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Universal Acquisition Co. | Delaware | October 8, 2015 |
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| | |
(3) The foreign corporation or other entity ☐/is ☒ is not* authorized to conduct business in the Commonwealth.
(4) Exact name of the surviving entity: | EMC Corporation 042680009 |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
(6) The merger shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date |
and time of filing is specified: | 8:00 a.m. (Eastern time) on September 7, 2016 |
(7-8) For each domestic corporation that is a party to the merger:**
(check appropriate box)
| ☒ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
| ☐ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
* Check appropriate box
** Provide this information for each domestic corporation separately
| (10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. Amendment to Articles of Organization is attached. |
| (11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State the executive office address of the surviving foreign other entity if such information is not on the public record in the foreign jurisdiction: |
(number, street, City or town, state. zip code)
Signed by: | /s/ Paul T. Dacier | , |
(signature of authorized individual)
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Coure-appointed fiduciary, |
on this | 6th | day of | September | , | 2016 | . |
(signature of authorized individual)
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☐ | Other officer, |
| ☐ | Court-appointed fiduciary |
(signature of authorized individual)
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
Signed by: | /s/ James B. Wright | Janet B. Wright, Vice President and Assistant Secretary | , |
(signature of authorized individual)
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 6th | day of | September | , | 2016 | . |
The following are amendments to the articles of organization of the surviving entity of the merger of Universal Acquisition Co., a Delaware corporation, with and into EMC Corporation, a Massachusetts corporation:
1. Sections 1 and 2 of Article II shall be deleted in their entirety, and the following shall be substituted therefor: “The purpose of the corporation is to engage in any lawful business for which a corporation may be organized under Chapter 156D of the General Laws of Massachusetts.”
2. Article III shall be deleted in its entirety, and the following should be substituted therefor:
The total number of shares and par value, if any, of each class of stock that the corporation is authorized to issue:
WITHOUT PAR VALUE | WITH PAR VALUE |
TYPE | NUMBER OF SHARES | TYPE | NUMBER OF SHARES | PAR VALUE |
| | Common | 1,000 | $0.01 |
| | | | |
| | | | |
3. Article IV shall be deleted in its entirety, and the following should be substituted therefor:
(a) Voting Rights. The holders of shares of common stock shall be entitled to one vote for each share so held with respect to all matters to be voted on by shareholders of the corporation.
(b) Rights Upon Dissolution. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, the net assets of the corporation shall be distributed pro rata to the holders of the common stock.
4. Article VI shall be deleted in its entirety, and the following should be substituted therefor:
(a) The board of directors may make, amend or repeal the bylaws in whole or in part, except with respect to any provision thereof which by law or the bylaws requires action by the shareholders.
(b) No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director to the extent provided by applicable law notwithstanding any provision of law imposing such liability; provided, however, that to the extent, and only to the extent, required by Chapter 156D of the General Laws of Massachusetts as in effect from time to time, this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for
improper distributions under Chapter 156D of the General Laws of Massachusetts as in effect from time to time, or (iv) for any transaction from which the director derived an improper personal benefit. This provision shall not be construed in any way so as to impose or create liability. The foregoing provisions of this Article VI(b) shall not eliminate the liability of a director for any act or omission occurring prior to the date on which this Article Vl(b) or any predecessor provision became effective. No amendment to or repeal of this Article VI(b) shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
(C) Notwithstanding anything in these articles of organization or the corporation’s bylaws to the contrary, (i) shareholders may act without a meeting by unanimous written consent, and (ii) where written consents are solicited by or at the direction of the board of directors, shareholders may act without a meeting if the action is taken by shareholders having not less than the minimum number of votes necessary to take that action at a meeting at which all shareholders entitled to vote on the action are present and voting. Any action by written consent must be a proper subject for shareholder action by written consent.
(d) The board of directors may consist of one or more individuals, notwithstanding the number of shareholders.
| COMMONWEALTH OF MASSACHUSETTS | |
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
| Articles of Merger Involving Domestic Corporations, Foreign Corporations or Foreign Other Entities (General Laws Chapter 156D, Section 11.06; 950 CMR 113.37) | CK#31430404 |
| I hereby certify that upon examination of these articles of merger, duly submitted to me, it appears that the provisions of the General Laws relative thereto have been complied with, and I hereby approve said articles; and the filing fee in the amount of $250 having been paid, said articles are deemed to have been filed with me this | |
| 6th day of | September | 2016 | at 9:56 a.m./p.m. | |
| | time | | | | |
| Effective date: | 7th September 2014 @ 8:00 am | 1273870 |
| (must be within 90 days of date submitted) | |
| | |
|  | |
 | | WILLIAM FRANCIS GALVIN Secretary of the Commonwealth | |
Examiner | | |
| | Filing fee: Minimum $250 |
Name approval | | |
| | TO BE FILLED IN BY CORPORATION |
C | | Contact Information: | |
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#A.R. | | | | |
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| | Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue. | |
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DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPE | Articles of Merge | FORM MUST BE TYPED |
Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
Exact name, jurisdiction and date of organization of each party to the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
| | |
Diamond 2 Finance Corporation | Delaware | April 27, 2016 |
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EMC Corporation | Massachusetts | August 23, 1979 |
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(3) The foreign corporation or other entity ☐/is ☒ is not* authorized to conduct business in the Commonwealth.
(4) Exact name of the surviving entity: | EMC Corporation 042680009 |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
(6) The merger shall be effective at the time and on the date approved by the Division, unless a later effective dare not more than 90 days from the date |
and time of filing is specified: | 8:05 a.m. (Eastern time) on September 7, 2016 |
(7-8) For each domestic corporation that is a party to the merger:**
(check appropriate box)
| ☒ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
| ☐ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
* Check appropriate box
** Provide this information for each domestic corporation separately
| |
P.C. | c15801110095011337 0V1105 |
| (10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
| (11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State the executive office address of the surviving foreign other entity if such information is not on the public record in the foreign jurisdiction: |
(number, street, City or town, state. zip code)
Signed by: | /s/ Janet B. Wright | Janet B. Wright, Vice President and Assistant Secretary | , |
(signature of authorized individual)
| ☐ | Chairman of the board of direccors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 6th | day of | September | , | 2016 | . |
Signed by: | /s/ Janet B. Wright | Janet B. Wright, Vice President and Assistant Secretary | , |
(signature of authorized individual)
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Courc-appointed fiduciary, |
on this | 6th | day of | September | , | 2016 | . |
| COMMONWEALTH OF MASSACHUSETTS | |
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
| Articles of Merger Involving Domestic Corporations, Foreign Corporations or Foreign Other Entities (General Laws Chapter 156D, Section 11.06; 950 CMR 113.37) | |
| I hereby certify that upon examination of these articles of merger, duly submitted to me, it appears that the provisions of the General Laws relative thereto have been complied with, and I hereby approve said articles; and the filing fee in the amount of $250 having been paid, said articles are deemed to have been filed with me this | CK#31430403 |
| 6th day of | September | 20 | 16 | at 9:50 a.m./p.m. | |
| | time | | | | |
| Effective date: | 7th September 2014 @ 8:05 am | 1273871 |
| (must be within 90 days of date submitted) | |
|  | |
 | | WILLIAM FRANCIS GALVIN Secretary of the Commonwealth | |
Examiner | | |
| | Filing fee: Minimum $250 |
Name approval | | |
| | TO BE FILLED IN BY CORPORATION |
C | | Contact Information: | |
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#A.R. | | | | |
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| | Telephone: | | |
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| | Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue. | |
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DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPE | Articles of Merge | FORM MUST BE TYPED |
Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
Exact name, jurisdiction and date of organization of each party to the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
| | |
EMC Group 1 Limited | Bermuda | November 3, 2008 |
| | |
EMC Corporation | Massachusetts | August 23, 1979 |
| | |
| | |
(3) The foreign corporation or other entity ☐ is ☒ is not* authorized to conduct business in the Commonwealth.
(4) Exact name of the surviving entity: | EMC Corporation |
(Massachusetts ID No 042680009)
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
(6) The merger shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date |
and time of filing is specified: | March 31, 2018 at 8:00 a.m. Eastern Daylight time |
(7-8) For each domestic corporation that is a party to the merger:**
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
| ☒ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
* Check appropriate box
** Provide this information for each domestic corporation separately
P.C.
| (10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
| (11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State the executive office address of the surviving foreign other entity if such information is not on the public record in the foreign jurisdiction: |
(number, street, City or town, state, zip code)
Signed by: | /s/ Janet M. Bawcom | , |
(signature of authorized individual)
Janet M. Bawcom, Director, EMC Group 1 Limited
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 28th | day of | March | , | 2018 | . |
Signed by: | /s/ Janet M. Bawcom | , |
(signature of authorized individual)
Janet M. Bawcom, Sanior Vice President and Assistant
Secretary, EMC Corporation
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 28th | day of | March | , | 2018 | . |
THE COMMONWEALTH OF MASSACHUSETTS
I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:
March 28, 2018 02:30 PM

WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merge | FORM MUST BE TYPED |
Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
Exact name, jurisdiction and date of organization of each party to the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
| | |
EMC Corporation | Massachusetts | August 23, 1979 |
| | |
DataFramework, Inc | Delaware | February 12, 2009 |
| | |
| | |
(3) The foreign corporation or other entity ☐ is /☒ is not* authorized to conduct business in the Commonwealth.
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
(6) The merger shall be effective at the time and on the date approved by the Division, unless a later effective dare not more than 90 days from the date |
and time of filing is specified: | |
(7-8) For each domestic corporation that is a party to the merger:**
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
| ☒ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
* Check appropriate box
** Provide this information for each domestic corporation separately
| (10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
| (11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State the executive office address of the surviving foreign other entity if such information is not on the public record in the foreign jurisdiction: |
(number, street, City or town, state, zip code)
Signed by: | /s/ Janet M. Bawcom | , |
(signature of authorized individual)
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 13th | day of | August | , | 2018 | . |
Signed by: | /s/ Janet M. Bawcom | , |
(signature of authorized individual)
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary |
on this | 13th | day of | August | , | 2018 | . |
THE COMMONWEALTH OF MASSACHUSETTS
I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:
August 13, 2018 02:12 PM

WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
Involving Domestic Corporations,
Foreign Corporations or Foreign Other Entities
(General Laws Chapter 156D, Section 11.06; 950 CMR 113.37)
Exact name, jurisdiction and date of organization of each party to the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
| | |
EMC Group 1 Limited | Bermuda | November 3, 2008 |
| | |
EMC Corporation | Massachusetts | August 23, 1979 |
| | |
| | |
(3) The foreign corporation or other entity ☐ is /☒ is not* authorized to conduct business in the Commonwealth.
(4) Exact name of the surviving entity: | EMC Corporation |
(Massachusetts ID No 042680009)
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
(6) The merger shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date |
and time of filing is specified: | September 15, 2018 |
(7-8) For each domestic corporation that is a party to the merger:**
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
| ☒ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
* Check appropriate box
** Provide this information for each domestic corporation separately
| (10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
| (11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State the executive office address of the surviving foreign other entity if such information is not on the public record in the foreign jurisdiction: |
(number, street, city or town, state, zip code)
Signed by: | /s/ Janet M. Bawcom | , |
(signature of authorized individual)
Janet M. Bawcom, Director, EMC Group l Limited
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 11th | day of | September | , | 2018 | . |
Signed by: | /s/ Janet M. Bawcom | , |
(signature of authorized individual)
Janet M. Bawcom, Sanior Vice President and Assistant Secretary, EMC Corporation
| ☐ | Chairman of the board of directors, |
| ☐ | President, |
| ☒ | Other officer, |
| ☐ | Court-appointed fiduciary, |
on this | 11th | day of | September | , | 2018 | . |
CERTIFICATE OF MERGER
OF
EMC GROUP 5 LIMITED
(A Bermuda exempted company)
INTO
DELL GLOBAL HOLDINGS XV L.L.C.
(A Delaware limited liability Company)
Dated: September 11, 2018
The undersigned limited liability company formed and existing under the laws of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: The name and jurisdiction of formation or organization of each of the constituent entities which is to merge are as follows:
Name | Jurisdiction of Formation or Organization |
EMC Group 5 Limited | Веrmuda |
Dell Global Holdings XV L.L.C. | Delaware |
SECOND: An Agreement and Plan of Merger has been approved and executed by (i) EMC Group 5 Limited, a Bermuda exempted company (the “Non-Surviving Entity”), and (ii) Dell Global Holdings XV L.L.C., a Delaware limited liability company (the “Surviving LLC”).
THIRD: The name of the surviving Delaware limited liability company is Dell Global Holdings XV L.L.C.
FOURTH: The merger of the Non-Surviving Entity into the Surviving LLC shall be effective on September 15, 2018.
FIFTH: The executed Agreement and Plan of Merger is on file at a place of business of the Surviving LLC. The address of such place of business of the Surviving LLC is One Dell Way, Round Rock, Texas 78682.
SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the Surviving LLC, on request and without cost, to any member of the Surviving LLC and any member or person holding an interest in the Non-Surviving Entity.
[Signature page follows]
IN WITNESS WHEREOF, Dell Global Holdings XV L.L.C has caused this Certificate of Merger to be duly executed as of the date first written above.
| DELL GLOBAL HOLDINGS XV L.L.C. |
| |
| By: | /s/ Janet M. Bawcom |
| | Name: Janet M. Bawcom |
| | Title: Senior Vice President and Assistant Secretary |
[Signature Page to Certificate of Merger - EMC Group 5 Limited into
Dell Global Holdings XV L.L.C.]
THE COMMONWEALTH OF MASSACHUSETTS
I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:
September 12, 2018 12:04 PM
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
Involving Domestic Corporations, Foreign Corporations or Foreign Other Entities (General Laws Chapter 156D, Section 11.06; 950 CMR 113.37) Exact name, jurisdiction and date of organization of each party to the merger: |
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
EMC Corporation | Massachusetts | August 23, 1979 |
Data General International, Inc. | Delaware | August 5, 1994 |
| | |
(3) The foreign corporation or other entity ☐ is/☒ is not authorized to conduct business in the Commonwealth. |
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
(6) The merger shall be effective at the time and on the date approved by the Division, unless a later effective dare not more than |
90 days from the date and time of filing is specified: | July 15, 2019 |
(7-8) For each domestic corporation that is a party to the merger:** |
(Check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☑ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under. which the other entity or foreign corporation is organized and by its organizational documents, |
* Check appropriate box
** Provide this information for each domestic corporation separately
| (10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
| (11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | Scare the executive office address of the surviving foreign other entity if such information is not on the public record in the |
| foreign jurisdiction: | N/A |
| (number, street, city or town, state. zip code) |
Signed by: | /s/ Robert Potts | , |
| | | (signature of authorized individual) Robert Potts, Assistant Secretary, Data General International, Inc. | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary, | |
| | | |
on this | 12th | day of | July | , | 2019 | . |
| | | | | | | | |
Signed by: | /s/ Robert Potts | , |
| | | (signature of authorized Individual) Robert Potts, Assistant Secretary, EMC Corporation | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary, | |
on this | 12th | day of | July | , | 2019 | . |
| | | | | | | | |
THE COMMONWEALTH OF MASSACHUSETTS
I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:
July 12, 2019 03:51 PM
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
Involving Domestic Corporations, Foreign Corporations or Foreign Other Entities (General Laws Chapter 156D, Section 11.06; 950 CMR 113.37) Exact name, jurisdiction and date of organization of each party to the merger: |
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
EMC Corporation | Massachusetts | August 23, 1979 |
EMC Investment Corporation | Delaware | Marcg 22, 2000 |
| | |
(3) The foreign corporation or ocher entity ☐ is/ ☒ is not authorized to conduct business in the Commonwealth. |
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
(6) The merger shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 |
days from the date and time of filing is specified: | July 15, 2019 |
(7-8) For each domestic corporation that is a party to the merger:** |
(Check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☑ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents, |
| ** | Provide this information for each domestic corporation separately |
| (10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
| (11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) State the executive office address of the surviving foreign other entity if such information is not on the public record in the |
foreign jurisdiction: | N/A |
(number, street, city or town, state. zip code) |
Signed by: | /s/ Robert Potts | , |
| | | (signature of authorized individual) Robert Potts, Assistant Secretary, EMC Investment Corporation | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary, | |
| | | |
on this | 12th | day of | July | , | 2019 | . |
| | | | | | | | |
Signed by: | /s/ Robert Potts | , |
| | | (signature of authorized Individual) Robert Potts, Assistant Secretary, EMC Corporation | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary: | |
| | | |
on this | 12th | day of | July | , | 2019 | . |
| | | | | | | | |
THE COMMONWEALTH OF MASSACHUSETTS
I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:
July 15, 2019 04:04 PM
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
Involving Domestic Corporations, Foreign Corporations or Foreign Other Entities (General Laws Chapter 156D, Section 11.06; 950 CMR 113.37) Exact name, jurisdiction and date of organization of each party to the merger: |
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
EMC Corporation | Massachusetts | August 23, 1979 |
I wave Software LLC | Texas | June 3, 2003 |
| | |
(3) The foreign corporation or other entity ☐ is/☒ is not authorized to conduct business in the Commonwealth. |
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
(6) The merger shall be effective at the time and on the date approved by the Division, unless a later effective dare not more than 90 |
days from the date and time of filing is specified: | July 15, 2019 |
(7-8) For each domestic corporation that is a party to the merger:** |
(Check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☒ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under. which the other entity or foreign corporation is organized and by its organizational documents, |
* Check appropriate box
** Provide this information for each domestic corporation separately
| (10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
| (11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) State the executive office address of the surviving foreign other entity if such information is not on the public record in the |
foreign jurisdiction: | N/A |
(number, street, city or town, state. zip code) |
Signed by: | /s/ Robert Potts | , |
| | | (signature of authorized individual) Robert Potts, Assistant Secretary, I Wave Software, LLC. | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary, | |
| | | |
on this | 12th | day of | July | , | 2019 | . |
| | | | | | | | |
Signed by: | /s/ Robert Potts | , |
| | | (signature of authorized Individual) Robert Potts, Assistant Secretary, EMC Corporation | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary: | |
on this | 12th | day of | July | , | 2019 | . |
| | | | | | | | |
THE COMMONWEALTH OF MASSACHUSETTS
I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:
July 15, 2019 04:06 PM
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
Involving Domestic Corporations, Foreign Corporations or Foreign Other Entities (General Laws Chapter 156D, Section 11.06; 950 CMR 113.37) Exact name, jurisdiction and date of organization of each party to the merger: |
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
EMC Corporation | Massachusetts | August 23, 1979 |
Magnetics LLC | Delaware | October 22, 2014 |
| | |
(3) The foreign corporation or other entity ☐ is/☒ is not authorized to conduct business in the Commonwealth. |
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
(6) The merger shall be effective at the time and on the date approved by the Division, unless a later effective dare not more than 90 |
days from the date and time of filing is specified: | July 15, 2019 |
(7-8) For each domestic corporation that is a party to the merger:** |
(Check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☑ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
* Check appropriate box
** Provide this information for each domestic corporation separately
| (10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
| (11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) State the executive office address of the surviving foreign other entity if such information is not on the public record in the |
foreign jurisdiction: | N/A |
(number, street, city or town, state. zip code) |
Jul. 18. 2019 11:58 AM | No. 3522 P. 4 |
Signed by: | /s/ Robert Potts | , |
| | | (signature of authorized individual) Robert Potts, Assistant Secretary, Magnetics LLC. | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary, | |
on this | 18th | day of | July | , | 2019 | . |
| | | | | | | | |
Signed by: | /s/ Robert Potts | , |
| | | (signature of authorized Individual) Robert Potts, Assistant Secretary, EMC Corporation | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary: | |
on this | 18th | day of | July | , | 2019 | . |
| | | | | | | | |
THE COMMONWEALTH OF MASSACHUSETTS
I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:
July 18, 2019 12:08 PM
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
DF PC | The Commonwealth of Massachusetts | |
William Francis Galvin | |
Secretary of the Commonwealth | |
One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
| Involving Domestic Corporations, | |
| Foreign Corporations or Foreign Other Entities | |
| (General Laws Chapter 156D, Section 11.06; 950 CMR 113.37) | |
Exact name, jurisdiction and date of organization of each party to the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
| | |
EMC Corporation | Massachusetts | August 23, 1979 |
| | |
Evolutionary, Corporation | Delaware | July 25, 2014 |
| | |
| | |
(3) The foreign corporation or other entity ☐ is /☒ is not authorized to conduct business in the Commonwealth.
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
(6) The merger shall be effective at the time and on the date approved by the Division, unless a later effective date or more than |
90 days from the date and time of filing is specified: | August 2,2019 |
(7-8) For each domestic corporation that is a party to the merger:**
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☒ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
| ** | Provide this information for each domestic corporation separately |
(10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
(11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State the executive office address of the surviving foreign other entity if such information is nor on the public record in the |
(number, select, city or own state, zip code)
Signed by: | /s/ Robert Potts | , |
(signature of authorized individual) Robert Potts, Assistant Secretary, Evolutionary Corporation | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary, | |
| | | |
on this | 30th | day of | July | , | 2019 | . |
| | | | | | | | |
Signed by: | /s/ Robert Potts | . |
(signature of authorized individual) Robert Potts, Assistant Secretary, EMC Corporation | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary: | |
| | | |
on this | 30th | day of | July | | 2019 | . |
| |
| | | | | | | | |
THE COMMONWEALTH OF MASSACHUSETTS
I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:
July 30, 2019 04:01 PM
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WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
DF PC | The Commonwealth of Massachusetts | |
William Francis Galvin | |
Secretary of the Commonwealth | |
One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
| Involving Domestic Corporations, | |
| Foreign Corporations or Foreign Other Entities. | |
| (General Laws Chapter 156D, Section 11.06; 950 CMR 113.37) | |
Exact name, jurisdiction and date of organization of each party to the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
| | |
EMC Corporation | Massachusetts | August 23, 1979 |
| | |
VCE Company, LLC | Delaware | September 23, 2009 |
| | |
| | |
(3) The foreign corporation or other entity ☒ is/☐is not authorized to conduct business in the Commonwealth. |
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
(6) The merger shall be effective at the time and on the date approved by the Division, unless a later effective date or more than |
90 days from the date and time of filing is specified: | September 27, 2019 |
(7-8) For each domestic corporation that is a party to the merger:**
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☒ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity; foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
| ** | Provide this information for each domestic corporation separately |
(10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
(11) | Attach the articles of organization of the surviving entity, where the survivor is 3 NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State the executive office address of the surviving foreign other entity if such information is not on the public record in the |
(number, street, city or town, state, zip code)
Signed by: | /s/ Robert Potts | , |
(signature of authorized individual) Robert L. Potts, Assistant Secretary, VCE Company, LLC | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary, | |
| | | |
on this | 23rd | day of | September | , | 2019 | . |
| | | | | | | | |
Signed by: | /s/ Robert Potts | , |
(signature of authorized Individual) Robert Potts, Assistant Secretary, EMC Corporation | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary: | |
| | | |
on this | 23rd | day of | September | | 2019 | . |
| |
| | | | | | | | |
THE COMMONWEALTH OF MASSACHUSETTS
I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles, and the filing fee having been paid, said articles are deemed to have been filed with me on:
September 24, 2019 10:07 AM
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WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
DF PC | The Commonwealth of Massachusetts | |
William Francis Galvin | |
Secretary of the Commonwealth | |
One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
| Involving Domestic Corporations, | |
| Foreign Corporations or Foreign Other Entities | |
| (General Laws Chapter 156D, Section 11.06; 950 CMR 113.37) | |
Exact name, jurisdiction and date of organization of each party to the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
| | |
Iomega. L.L.C. | Delaware | April 2, 1980 |
| | |
EMC Corporation | Massachusetts | August 23, 1979 |
| | |
| | |
(3) The foreign corporation or other entity ☐ is/☒is not* authorized to conduct business in the Commonwealth. |
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
(6) The merger shall be effective at the time and on the date approved by the Division, unless a later effective date or more than |
90 days from the date and time of filing is specified: | October 22, 2019 |
(7-8) For each domestic corporation that is a party to the merger:**
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☒ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
| ** | Provide this information for each domestic corporation separately |
(10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
(11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State the executive office address of the surviving foreign other entity if such information is not on the public record in the |
(number, street, city or town state. zip code)
Signed by: | /s/ Robert Potts | |
(signature of authorized individual) Iomega LLC. Robert L. Potts | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary, | |
| | | |
on this | 18 | day of | October | , | 2019 | . |
| | | | | | | | |
Signed by: | /s/ Robert Potts | |
(signature of authorized Individual) EMC Corporation, Robert L. Potts | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary: | |
| | | |
on this | 18 | day of | October | , | 2019 | . |
| |
| | | | | | | | |
THE COMMONWEALTH OF MASSACHUSETTS
I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:
October 21, 2019 03:04 PM
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WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
DF PC | The Commonwealth of Massachusetts | |
William Francis Galvin | |
Secretary of the Commonwealth | |
One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
| Involving Domestic Corporations, | |
| Foreign Corporations or Foreign Other Entities. | |
| (General Laws Chapter 156D, Section 11.06; 950 CMR 113.37) | |
Exact name, jurisdiction and date of organization of each party ro the merger:
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
| | |
EMC Corporation | Massachusetts | August 23, 1979 |
| | |
900 West Park Drive LLC | Delaware | September 25, 2001 |
| | |
| | |
(3) The foreign corporation or other entity ☐ is/☒ is not authorized to conduct business in the Commonwealth. |
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
(6) The merger shall be effective at the time and on the date approved by the Division, unless a later effective date or more than |
90 days from the date and time of filing is specified: | November 11, 2019 |
(7-8) For each domestic corporation that is a party to the merger:**
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☒ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents, |
| ** | Provide this information for each domestic corporation separately |
(10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
(11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State the executive office address of the surviving foreign other entity if such information is nor on the public record in the |
(number, street, city or town, state, zip code)
Signed by: | /s/ Robert Potts | |
| | | (signature of authorized individual) Robert Potts, Assistant Secretary, 900 West Park drive LLC | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary, | |
| | | |
on this | 8th | day of | November | , | 2019 | . |
| | | | | | | | |
Signed by: | /s/ Robert Potts | |
| | | (signature of authorized individual) Robert Potts, Assistant Secretary, EMC Corporation | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary: | |
| | | |
on this | 6th | day of | November | , | 2019 | . |
| |
| | | | | | | | |
THE COMMONWEALTH OF MASSACHUSETTS
I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:
November 07, 2019 11:27 AM
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WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
Involving Domestic Corporations, Foreign Corporations or Foreign Other Entities (General Laws Chapter 156D, Section 11.06; 950 CMR 113.37) Exact name, jurisdiction and date of organization of each party to the merger: |
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
EMC Corporation | Massachusetts | August 23, 1979 |
EMC South Street Investments LLC | Delaware | October 23, 2008 |
| | |
(3) The foreign corporation or ocher entity ☐is/☒is not authorized to conduct business in the Commonwealth. |
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under the laws of which the surviving entity will be organized: | Massachusetts |
(6) The merger shall be effective at the time and on the date approved by the Division, unless a later effective dare not more than90 |
days from the date and time of filing is specified: | November11, 2019 |
(7-8) For each domestic corporation char is a party to the merger:** |
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☑ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
* Check appropriate box
** Provide this information for each domestic corporation separately
| (10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
| (11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) | State Scare the executive office address of the surviving foreign other entity if such information is not on the public record in the |
| foreign jurisdicrion: | N/A |
| (number, street, city or town, state, zip code) |
Signed by: | /s/ Robert Potts | , |
| | | (signature of authorized individual) Robert Potts, Assistant Secretary, EMC South Street Investments LLC | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary, | |
| | | |
on this | 6th | day of | November | , | 2019 | . |
| | | | | | | | |
Signed by: | /s/ Robert Potts | , |
| | | (signature of authorized individual) Robert Potts, Assistant Secretary, EMC Corporation | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary, | |
| | | |
on this | 6th | day of | November | , | 2019 | . |
| | | | | | | | |
THE COMMONWEALTH OF MASSACHUSETTS
I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:
Nov 7, 2019 03:53 PM
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
DF PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 | |
FORM MUST BE TYPED | Articles of Merger | FORM MUST BE TYPED |
Involving Domestic Corporations, Foreign Corporations or Foreign Other Entities (General Laws Chapter 156D, Section 11.06; 950 CMR 113.37) Exact name, jurisdiction and date of organization of each party to the merger: |
(1) EXACT NAME | (2) JURISDICTION | DATE OF ORGANIZATION |
EMC Corporation | Massachusetts | August 23, 1979 |
EMC International U.S. Holdings L.L.C. | Delaware | November 19, 2009 |
| | |
(3) The foreign corporation or ocher entity ☑ is/☐is not authorized to conduct business in the Commonwealth. |
(4) Exact name of the surviving entity: | EMC Corporation |
(5) Jurisdiction under each laws of which the surviving entity will be organized: | Massachusetts |
(6) The merger shall be effective at the time and on the date approved by the Division, unless a later effective dare not more than 90 |
days from the date and time of filing is specified: | December 26, 2020 12:02 am Eastern Standard Time |
(7-8) For each domestic corporation char is a party to the merger:** |
(check appropriate box)
| ☐ | The plan of merger was duly approved by the shareholders, and where required, by each separate voting group as provided by G.L. Chapter 156D and the articles of organization. |
OR
| ☑ | The plan of merger did not require the approval of the shareholders. |
| (9) | Participation of each other domestic entity, foreign corporation, or foreign other entity was duly authorized by the law under which the other entity or foreign corporation is organized and by its organizational documents. |
* Check appropriate box
** Provide this information for each domestic corporation separately
| (10) | Attach any amendment to articles of organization of the surviving entity, where the survivor is a domestic business corporation. |
| (11) | Attach the articles of organization of the surviving entity, where the survivor is a NEW domestic business corporation, including all the supplemental information required by 950 CMR 113.16. |
(12) Scare the executive office address of the surviving foreign other entity if such information is not on the public record in the |
foreign jurisdiction: | N/A |
(number, street, city or town, state, zip code) |
Signed by: | /s/ Robert Potts | , |
| | | (signature of authorized individual) | |
| |
| ☐ | Chairman of the board of directors, | |
| ☒ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary, | |
on this | 18th | day of | December | , | 2020 | . |
| | | | | | | | |
Signed by: | /s/ Robert Potts | , |
| | | (signature of authorized individual) | |
| |
| ☐ | Chairman of the board of directors, | |
| ☐ | President, | |
| ☒ | Other officer, | |
| ☐ | Court-appointed fiduciary, | |
on this | 18th | day of | December | , | 2020 | . |
| | | | | | | | |
THE COMMONWEALTH OF MASSACHUSETTS
I hereby certify that, upon examination of this document, duly submitted to me, it appears that the provisions of the General Laws relative to corporations have been complied with, and I hereby approve said articles; and the filing fee having been paid, said articles are deemed to have been filed with me on:
December 22, 2020 03:32 PM
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
| The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth, Corporation Division One Ashburton Place, 17th floor Boston, MA 02108-1512 Telephone: (617) 727-9640 | Minimum Fee: $100.00 |
Annual Report |
(General Laws, Chapter 156D, Section 16.22; 950 CMR 113.57) |
Identification Number: 042680009
1. Exact name of the corporation: EMC CORPORATION
2. Jurisdiction of Incorporation: State: MA Country:
3,4. Street address of the corporation registered office in the commonwealth and the name of the registered agent at that office:
Name: CORPORATION SERVICE COMPANY
No. and Street: 84 STATE STREET
City or Town: BOSTON State: MA Zip: 02109 Country: USA
5. Street address of the corporation’s principal office:
No. and Street: 176 SOUTH ST.
City or Town: HOPKINTON State: MA Zip: 01748 Country: USA
6. Provide the name and addresses of the corporation’s board of directors and its president, treasurer, secretary, and if different, its chief executive officer and chief financial officer.
Title | Individual Name First, Middle, Last, Suffix | Address (no PO Box) Address, City or Town, State, Zip Code |
PRESIDENT | VACANT VACANT | 176 SOUTH STREET HOPKINTON, MA 01748 USA |
TREASURER | TYLER WISE JOHNSON II | 176 SOUTH STREET HOPKINTON, MA 01748 USA |
SECRETARY | RICHARD JAY ROTHBERG | 176 SOUTH STREET HOPKINTON, MA 01748 USA |
CEO | MICHAEL S DELL | ONE DELL WAY ROUND ROCK, TX 78682 USA |
ASSISTANT SECRETARY | ROBERT LINN POTTS | 176 SOUTH STREET HOPKINTON, MA 01748 USA |
DIRECTOR | ROBERT LINN POTTS | 176 SOUTH STREET HOPKINTON, MA 01748 USA |
7. Briefly describe the business of the corporation:
TO DEVELOP, MANUFACTURE & SELL COMPUTER PERIPHERAL
8. Capital stock of each class and series:
Class of Stock | Par Value Per Share Enter 0 if no Par | Total Authorized by Articles of Organization or Amendments | Total Issued and Outstanding |
| | Num of Shares | Total Par Value | Num of Shares |
CWP | $0.01000 | 1,000 | $10.00 | 10 |
9. Check here if the stock of the corporation is publicly traded: X
10. Report is filed for fiscal year ending: 12/31/ 2020
Signed by ROBERT LINN POTTS , its OTHER OFFICER
on this 1 Day of March, 2021
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