THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS 02108
Federal
Identification
No. 04-2170233
RESTATED ARTICLES OF ORGANIZATION
General Laws, Chapter 158B, Section 74
This certificate must be submitted to the Secretary of
the Commonwealth within sixty days after the date of the
vote of stockholders adopting the restated articles of
organization. The fee for filing this certificate is
prescribed by General Laws, Chapter 156B, Section 114. Make
check payable to the Commonwealth of Massachusetts.
_________________
We, John G. Mulvany, President, and Geoffrey Nunes,
Assistant Clerk of
MILLIPORE CORPORATION
located at 80 Ashby Road, Bedford, Massachusetts 01730 do
hereby certify that the following restatement of the
articles of organization of the corporation was duly adopted
at a meeting held on May 2, 1985, by vote of 10,072,345
shares of Common out of 13,773,701 shares outstanding, being
at least two-thirds of each class of stock outstanding and
entitled to vote and of each class or series of stock
adversely affected thereby -
1. The name by which the corporation shall be known
is Millipore Corporation.
2. The purposes for which the corporation is formed
are as follows:
To manufacture, develop, buy, sell, assemble, install and in
any way deal in and with all kinds of filters and filtration
and sterilization systems and products and all kinds of
laboratory equipment and accessories; to carry on research
in the compounding of chemicals and in the fields of
concentrating, sterilizing, culturing and filtering
microscopic and sub-microscopic particles in and from liquid
and gaseous systems and to use, manufacture and sell any
products or processes which may result from such research;
to use, manufacture, develop, buy, sell, assemble, install
and otherwise deal in and with tangible personal property of
all kinds and description; to purchase or otherwise acquire
all patents, patent rights, privileges, trade marks, trade
names and privileges of any country which might seem capable
of being used for or in connection with any of the
See Continuation Sheet 2A
3. The total number of shares and the par value, if
any, of each class of stock which the corporation is
authorized to issue as follows:
WITHOUT PAR VALUE WITH PAR VALUE
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
Preferred NONE
NONE
Common NONE 40,000,000
$1.00
*4. If more than one class is authorized, a description of
each of the different classes of stock with, if any, the
preferences, voting powers, qualifications, special or relative
rights or privileges as to each class thereof and any series now
established:
NONE
*5. The restrictions, if any, imposed by the articles of
organization upon the transfer of shares of stock of any class are
as follows:
NONE
*6. Other lawful provisions, if any, for the conduct and
regulation of the business and affairs of the corporation, for its
voluntary dissolution, or for limiting, deriving, or regulating
the powers of the corporation, or of its directors or
stockholders, or any class of stockholders:
The Directors may make, amend or repeal the By-Laws in
whole or in part, except with respect to any provision thereof
which by law or by the By-Laws requires action by the
Stockholders.
Meetings of the Stockholders may be held anywhere in the
United States.
*if there are no such provisions, state "None".
Continuation Sheet 2A
objects or purposes of this corporation, and to grant licenses for
the use of and to sell or otherwise dispose of such patents,
patent rights, trade marks, trade names and privileges in any
country; to carry on any business permitted by the law of the
Commonwealth of Massachusetts to a corporation organized under the
Business Corporation Law; and to do each and every thing
necessary, suitable or proper for the accomplishment of any of the
purposes or the attainment of any one or more of the objects
herein enumerated or which shall at any time appear conducive to
or expedient for this corporation.
*We further certify that the foregoing restated articles of
organization effect no amendments to the articles of organization
of the corporation as heretofore amended, except amendments to the
following articles - Article 3.
(*if there are no such amendments, state "None".)
Briefly describe amendments in space below:
Article 3. Amended to increase the authorized capital from
20,000,000 shares of Common Stock, $1.00 Par Value, to 40,000,000
shares of Common Stock, $1.00 Par Value.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this 6th day of June in the year 1985.
John G. Mulvany, President
Geoffrey Nunes, Assistant Clerk
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
I hereby approve the within restated articles of organization
and the filing fee in the amount of $10,150.00 having been paid,
said articles are deemed to have been filed with me
this 11th day of June, 1985.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Restated Articles of Organization to be Sent
TO: Peter W. Walcott, Esquire
Millipore Corporation
80 Ashby Road
Bedford, MA 01730
Telephone - 275-9200, X8496
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
Federal
Identification
No. 04-21702333
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of
stockholders adopting the amendment. The fee for filing this
certificate is prescribed by General Laws, Chapter 156B, Section
114.
Make check payable to the Commonwealth of Massachusetts.
We, John A. Gilmartin, President and Geoffrey Nunes, Assistant
Clerk of Millipore Corporation located at 80 Ashby Road, Bedford,
MA 01730 do hereby certify that the following amendment to the
articles of organization of the corporation was duly adopted at a
meeting held on April 24, 1986, by vote of 9,835,427 shares of
common stock out of 13,860,217 shares outstanding, being at least
a majority of each class outstanding and entitled to vote thereon.
Note: If the space provided under any Amendment or item on this
form is insufficient, additions shall be set forth on separate 8
1/2 x 11 sheets of paper leaving a left hand margin of at least 1
inch for binding. Additions to more than one Amendment may be
continued on single sheet of paper leaving a left hand margin of
at least 1 inch for binding. Additions to more than one Amendment
may be continued on a single sheet so long as each Amendment
requiring each such addition is clearly indicated.
FOR INCREASE IN CAPITAL FILL IN THE FOLLOWING:
The total amount of capital stock already authorized is 40
Million shares common with par value.
The amount of additional capital stock authorized is 80
Million shares common with par value.
Voted:That the increase in this Corporation's authorized
capital stock to 80 million shares of common stock,
par value $1.00 per share, and the amendment of the
Articles of Organization to reflect such increase,
all as adopted by the Board of Directors, and as
described in full in the Corporation's Proxy
Statement, dated March 17, 1986, be, and it hereby
is, approved and adopted.
The foregoing amendment will become effective when
these articles of amendment are filed in accordance with
Chapter 156B, Section 6 of The General Laws unless these
articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days
after such filing, in which event the amendment will become
effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we
have hereto signed our names this 9th day of May, in the
year 1986.
John A. Gilmartin, President
Geoffrey Nunes, Assistant Clerk
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment and,
the filing fee in the amount of $20,000.00 having been paid,
said articles are deemed to have been filed with me this
12th
day of May, 1986.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Amendment to be Sent
to:
Peter W. Walcott, Esquire
Millipore Corporation
80 Ashby Road
Bedford, MA 01730
Telephone (617) 275-9200, Ext. 8496
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
Federal
Identification
No. 04-21702333
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of
stockholders adopting the amendment. The fee for filing this
certificate is prescribed by General Laws, Chapter 156B, Section
114.
Make check payable to the Commonwealth of Massachusetts.
We, John A. Gilmartin, President and Geoffrey Nunes,
Assistant Clerk of Millipore Corporation located at 80 Ashby
Road, Bedford, MA 01730 do hereby certify that the following
amendment to the articles of organization of the corporation
was duly adopted at a meeting held on April 23, 1987, by
vote of 19,548,103 shares of Common Stock out of 28,172,481
shares outstanding, being at least two-thirds of each class
outstanding and entitled to vote thereon and of each class
or series of stock whose rights are adversely affected
thereof.
Note: If the space provided under any Amendment or item on this
form is insufficient, additions shall be set forth on separate 8
1/2 x 11 sheets of paper leaving a left hand margin of at least 1
inch for binding. Additions to more than one Amendment may be
continued on single sheet of paper leaving a left hand margin of
at least 1 inch for binding. Additions to more than one Amendment
may be continued on a single sheet so long as each Amendment
requiring each such addition is clearly indicated.
To add to Article 6 of the corporation's Restated Articles
of Organization the following new paragraph (c):
(c) No director of the corporation shall be personally
liable to the corporation or its stockholders 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 this Article 6(c) shall not eliminate the liability of
a director 9I) for any breach of the director's duly of
loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 61 or 62 of the Business Corporation Law of
The Commonwealth of Massachusetts, or (iv) for any
transaction from which the director derived any improper
personal benefit. The foregoing provisions of this Article
6(c) shall not eliminate the liability of a director for any
act or omission occurring prior to the date on which this
Article 6(c) becomes effective. No amendment to or repeal
of this Article 6(c) 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.
The foregoing amendment will become effective when
these articles of amendment are filed in accordance with
Chapter 156B, Section 6 of the General Laws unless there
articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days
after such filing, in which event the amendment will become
effective on such later date.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we
have hereto signed our names this 15th day of May, in the
year 1987.
John A. Gilmartin, President
Geoffrey Nunes, Assistant Clerk
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
I hereby approve the within articles of amendment and,
the filing fee in the amount of $75.00 having been paid,
said
articles are deemed to have been filed with me this 22nd day
of May, 1987.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Amendment to be Sent
To:
Peter W. Walcott, Esq.
MILLIPORE CORPORATION
80 Ashby Road
Bedford, MA 01730
Telephone (617) 275-9200
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE
BOSTON, MASS. 02108
Federal
Identification
No. 042170233
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
Pursuant to General Laws, Chapter 156B, Section 82
The fee for filing this certificate is prescribed by General
Laws,
Chapter 156B, Section 114.
Make check payable to the Commonwealth of Massachusetts
We, Geoffrey Nunes and Patricia A. Powers, Vice President
and Assistant Clerk of Millipore Corporation, organized
under the laws of Massachusetts and herein called the parent
corporation, do hereby certify as follows:
1. That the subsidiary corporation to be merged into
the parent corporations is as follows:
State of Date
of
Name Organization
Organization
Dynamic Solutions Corporation California
10/23/81
2. That the parent corporation owns at least ninety
per cent of the outstanding shares of each class of the
stock of each subsidiary corporation to be merged into the
parent corporation.
3. That in the case of each of the above-named
corporations the laws of the state of its organization, if
other than Massachusetts, permit the merger herein provided
for and that all action required under the laws of each such
state in connection with this merger has been duly taken.
(If all the corporations are organized under the laws of
Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted).
4. That at a meeting of the directors of the parent
corporation the following vote, pursuant to subsection (a)
of General Laws, Chapter 156B, Section 82, was duly adopted:
VOTES OF MILLIPORE BOARD MEETING
BOARD MEETING
February 17, 1989
VOTED: That the President and the other officers of this
Corporation hereby are authorized together or
singly to effect the merger of Millipore's wholly-
owned subsidiary, Dynamic Solutions Corporation
into Millipore Corporation; and further
VOTED: That in connection with this merger of Dynamic
Solutions Corporation with Millipore Corporation,
the Officers of this Corporation hereby are, and
each of them singly is, authorized to take all such
action and to execute and deliver such documents,
instruments, and opinions as they in their
discretion may deem necessary or appropriate to
carry out the intent of these resolutions and to
effectuate said merger.
NOTE: Votes for which the space provided above is not
sufficient should be set out on continuation sheets to be
numbered 2A, 2B, etc. Continuation sheets must have a left-
hand margin 1 inch wide for binding. Only one side should
be used.
5. The effective date of the merger as specified in
the vote set out under Paragraph 4 is March 31, 1989.
6. (This Paragraph 6 may be deleted if the parent
corporation is organized under the laws of Massachusetts).
The parent corporation hereby agrees that it may be sued in
the Commonwealth of Massachusetts for any prior obligation
of any subsidiary corporation organized under the laws of
Massachusetts with which is has merged, and nay obligation
hereafter incurred by the parent corporation, including the
obligation created by subsection (e) of General Laws,
Chapter 156B, Section 82, so long as any liability remains
outstanding against the parent corporation in the
Commonwealth of Massachusetts and it hereby irrevocably
appoints the Secretary of the commonwealth as its agent to
accept service of process for the enforcement of any such
obligations, including taxes, in the same manner as provided
in Chapter 181.
IN WITNESS WHEREOF and under the penalties of perjury
we have hereto signed our names this 30th day of March,
1989.
Geoffrey Nunes, Vice President
Patricia A. Powers, Assistant Clerk
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of parent and
subsidiary corporations and, the filing fee in the amount of
$250.00 having been paid, said particles are deemed to have
been filed with me this 31st day of March, 1989.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Merger To Be Sent
TO:
Millipore Corporation
80 Ashby Road
Bedford, MA 01730
Telephone (617) 275-9200
Attn: Geoffrey Nunes
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE
BOSTON, MASS. 02108
Federal
Identification
No. 042170233
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
Pursuant to General Laws, Chapter 156B, Section 82
The fee for filing this certificate is prescribed by General
Laws,
Chapter 156B, Section 114.
Make check payable to the Commonwealth of Massachusetts
We, John A. Gilmartin and Geoffrey Nunes, President and
Assistant Clerk of Millipore Corporation, organized under
the laws of Massachusetts and herein called the parent
corporation, do hereby certify as follows:
1. That the subsidiary corporation to be merged into
the parent corporations is as follows:
State of Date of
Name Organization Organization
Waters Associates, Inc. Delaware January 2,
1962
2. That the parent corporation owns at least ninety
per cent of the outstanding shares of each class of the
stock of each subsidiary corporation to be merged into the
parent corporation.
3. That in the case of each of the above-named
corporations the laws of the state of its organization, if
other than Massachusetts, permit the merger herein provided
for and that all action required under the laws of each such
state in connection with this merger has been duly taken.
(If all the corporations are organized under the laws of
Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted).
4. That at a meeting of the directors of the parent
corporation the following vote, pursuant to subsection (a)
of General Laws, Chapter 156B, Section 82, was duly adopted:
VOTED: That it is in the best interests of MILLIPORE
CORPORATION to dissolve its wholly-owned subsidiary,
WATERS ASSOCIATES, INC., a Delaware corporation, by
the merger of the said WATERS ASSOCIATES, INC. into
MILLIPORE CORPORATION, with MILLIPORE CORPORATION to
be the surviving corporation; said merger to become
effective December 31, 1989.
NOTE: Votes for which the space provided above is not
sufficient should be set out on continuation sheets to be
numbered 2A, 2B, etc. Continuation sheets must have a left-
hand margin 1 inch wide for binding. Only one side should
be used.
5. The effective date of the merger specified in the
vote set out under Paragraph 4 is December 31, 1989.
IN WITNESS WHEREOF and under the penalties of perjury
we have hereto signed our names this 27th day of December,
1989.
John A. Gilmartin, President
Geoffrey Nunes, Assistant Clerk
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of
parent and subsidiary corporations and, the filing fee in
the amount of $250.00 having been paid, said articles are
deemed to have been filed with me this 28th day of December,
1989.
Effective Date: December 31, 1989 MICHAEL JOSEPH
CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Merger to be Sent
TO: Peter W. Walcott, Esq.
Millipore Corporation
80 Ashby Road
Bedford, MA 01730
Telephone (617) 275-9200
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE
BOSTON, MASS. 02108
Federal
Identification
No. 042170233
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
Pursuant to General Laws, Chapter 156B, Section 82
The fee for filing this certificate is prescribed by General
Laws,
Chapter 156B, Section 114.
Make check payable to the Commonwealth of Massachusetts
We, John A. Gilmartin and Geoffrey Nunes, President and
Assistant Clerk of Millipore Corporation, organized under
the laws of Massachusetts and herein called the parent
corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged
into the parent corporations is as follows:
State of Date of
Name Organization Organization
MILLIPORE SECURITIES Massachusetts 3/16/82
CORPORATION
2. That the parent corporation owns at least ninety
per cent of the outstanding shares of each class of the
stock of each subsidiary corporation to be merged into the
parent corporation.
3. That in the case of each of the above-named
corporations the laws of the state of its organization, if
other than Massachusetts, permit the merger herein provided
for and that all action required under the laws of each such
state in connection with this merger has been duly taken.
(If all the corporations are organized under the laws of
Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted).
4. That at a meeting of the directors of the parent
corporation the following vote, pursuant to subsection (a)
of General Laws, Chapter 156B, Section 82, was duly adopted:
VOTED: That it is in the best interest of MILLIPORE
CORPORATION to dissolve its wholly-owned
subsidiary, MILLIPORE SECURITIES CORPORATION,
a Massachusetts corporation, by the merger of
the said MILLIPORE SECURITIES CORPORATION into
MILLIPORE CORPORATION, with MILLIPORE
CORPORATION to be the surviving corporation;
said merger to become effective upon the
filing of Articles of Merger with the
Secretary of the Commonwealth of
Massachusetts.
5. The effective date of the merger as specified in
the vote set out under Paragraph 4 is
6. (This Paragraph 6 may be deleted if the parent
corporation is organized under the laws of Massachusetts).
The parent corporation hereby agrees that it may be used in
the Commonwealth of Massachusetts for any prior obligation
of any subsidiary corporation organized under the laws of
Massachusetts with which it has merged, and any obligation
hereafter incurred by the parent corporation, including the
obligation created by subsection (e) of General Laws,
Chapter 156B, Section 82, so long as any liability remains
outstanding against the parent corporation in the
Commonwealth of Massachusetts and it hereby irrevocably
appoints the Secretary of the Commonwealth as its agent to
accept service of process for the enforcement of any such
obligations, including taxes, in the same manner as provided
in Chapter 181.
IN WITNESS WHEREOF and under the penalties of perjury
we have hereto signed our names this 14th day of November,
1991.
John A. Gilmartin, President
Geoffrey Nunes, Assistant Clerk
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of
parent and subsidiary corporations and, the filing fee in
the amount of $250.00 having been paid, said articles are
deemed to have been filed with me this 21st day of November,
1991.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Merger to be Sent
To: Peter W. Walcott, Esquire
Millipore Corporation
80 Ashby Road
Bedford, MA 01730
Telephone (617) 275-9200, Ext. 8496
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE
BOSTON, MASS. 02108
Federal
Identification
No. 042170233
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
Pursuant to General Laws, Chapter 156B, Section 82
The fee for filing this certificate is prescribed by General
Laws,
Chapter 156B, Section 114.
Make check payable to the Commonwealth of Massachusetts
We, John A. Gilmartin and Geoffrey Nunes, President and
Assistant Clerk of Millipore Corporation, organized under
the laws of Massachusetts and herein called the parent
corporation, do hereby certify as follows:
1. That the subsidiary corporation to be merged into
the parent corporation is as follows:
State of Date of
Name Organization
Organization
SEQUEMAT, INC. Massachusetts 5/15/73
2. That the parent corporation owns at least ninety
per cent of the outstanding shares of each class of the
stock of each subsidiary corporation to be merged into the
parent corporation.
3. That in the case of each of the above-named
corporations the laws of the state of its organization, if
other than Massachusetts, permit the merger herein provided
for and that all action required under the laws of each such
state in connection with this merger has been duly taken.
(If all the corporations are organized under the laws of
Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted).
4. That at a meeting of the directors of the parent
corporation the following vote, pursuant to subsection (a)
of General Laws, Chapter 156B, Section 82, was duly adopted:
VOTED: That it is in the best interests of Millipore
Corporation to dissolve its wholly-owned
subsidiary, Sequemat, Inc., a Massachusetts
corporation, by the merger of Sequemat, Inc. into
Millipore Corporation, with Millipore Corporation
to be the surviving corporation, said merger to
become effective upon the filing of the Articles
of Merger with the Secretary of State of the
Commonwealth of Massachusetts.
5. The effective date of the merger as specified in
the vote under Paragraph 1 is upon the filing of the
Articles of Merger.
IN WITNESS WHEREOF and under the penalties of perjury we
have hereto signed our names this 90th day of September,
1993.
John A. Gilmartin, President
Geoffrey Nunes, Assistant Clerk
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of
parent and subsidiary corporation and, the filing fee in the
amount of $250.00 having been paid, said articles are deemed
to have been filed with me this 15th day of September, 1993.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Merger to be Sent
TO: Cynthia A. Bacon, Legal Assistant
Millipore Corporation
80 Ashby Road, Mail Stop E10D
Bedford, MA 01730
Telephone (617) 275-9200, Ext. 2043
THE COMMONWEALTH OF MASSACHUSETTS
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE
BOSTON, MASS. 02108
Federal
Identification
No. 042170233
ARTICLES OF
MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
Pursuant to General Laws, Chapter 156B, Section 82
The fee for filing this certificate is prescribed by General
Laws,
Chapter 156B, Section 114.
Make check payable to the Commonwealth of Massachusetts
We, Geoffrey Nunes and Patricia A. Powers, Vice President
and Assistant Clerk of Millipore Corporation, organized
under the laws of Massachusetts and herein called the parent
corporation, do hereby certify as follows:
1. That the subsidiary corporation(s) to be merged
into the parent corporations is as follows:
State of Date of
Name Organization Organization
Waters Puerto Rico, Inc. Delaware 12/23/76
2. That the parent corporation owns at least ninety
per cent of the outstanding shares of each class of the
stock of each subsidiary corporation to be merged into the
parent corporation.
3. That in the case of each of the above-named
corporations the laws of the state of its organization, if
other than Massachusetts, permit the merger herein provided
for and that all action required under the laws of each such
state in connection with this merger has been duly taken.
(If all the corporations are organized under the laws of
Massachusetts and if General Laws, Chapter 156B is
applicable to them, then Paragraph 3 may be deleted).
4. That at a meeting of the directors of the parent
corporation the following vote, pursuant to subsection (a)
of General Laws, Chapter 156B, Section 82, was duly adopted:
VOTED: That it is in the best interests of this
Corporation that its wholly-owned subsidiary,
Waters Puerto Rico, Inc. be liquidated and
dissolved by the merger of Waters Puerto Rico, Inc.
with and into this Corporation, with this
Corporation to be surviving corporation, said
merger to be effective as of June 30, 1994.
5. The effective date of the merger as specified in the
vote set out under Paragraph 4 is June 30, 1994.
IN WITNESS WHEREOF and under the penalties of perjury
we have hereto signed our names this 9th day of June, 1994.
Geoffrey Nunes, Vice President
Patricia A. Powers, Assistant Clerk
COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF MERGER OF PARENT AND SUBSIDIARY CORPORATIONS
(General Laws, Chapter 156B, Section 82)
I hereby approve the within articles of merger of
parent and subsidiary corporations and, the filing fee in
the amount of $250.00 having been paid, said articles are
deemed to have been filed with me this 10th day of June,
1994.
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
Photo Copy of Merger to be Sent
TO: Cynthia A. Bacon
Senior Paralegal
Millipore Corporation
80 Ashby Road
Bedford, MA 01730
Telephone (617) 275-9200, Ext. 2043
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
Federal
Identification
No. 04-21702333
We, Geoffrey Nunes, Vice President, and Patricia A. Powers,
Assistant Clerk of Millipore Corporation located at 80 Ashby
Road, Bedford, Massachusetts 01730, do hereby certify that
these ARTICLES OF AMENDMENT affecting Articles NUMBERED 3 of
the Articles of Organization were duly adopted at a meeting
held on April 18, 1996, by vote of 33,685,855 shares of
Common Stock out of 44,270,089 shares outstanding, being at
least a majority of each type, class or series outstanding
and entitled to vote thereon.
Note: If the space provided under any Amendment or item on this
form is insufficient, additions shall be set forth on separate 8
1/2 x 11 sheets of paper leaving a left hand margin of at least 1
inch for binding. Additions to more than one Amendment may be
continued on single sheet of paper leaving a left hand margin of
at least 1 inch for binding. Additions to more than one Amendment
may be continued on a single sheet so long as each Amendment
requiring each such addition is clearly indicated.
To CHANGE the number of shares and the par value (if any) of
any type, class or series of stock which the corporation is
authorized to issue, fill in the following:
The total presently authorized is:
Common 80,000,000 shares $1.00 par value (with par
value stocks)
CHANGE the total authorized to:
Common 120,000,000 shares $1.00 par value (with par
value stocks)
VOTED: That the increase in this Corporation's
authorized capital stock to 120 million shares of common
stock, $1.00 par value, and the amendment to the Restated
Articles of Organization to reflect such increase, all as
adopted by the Board of Directors, and as described in full
in the Corporation's proxy statement, dated March 15, 1996,
be and it hereby is, approved and adopted.
The foregoing amendment will become effective when these
articles of amendment are filed in accordance with Chapter
156B, Section 6 of The General Laws unless these articles
specify, in accordance with the vote adopting the amendment,
a later effective date not more than thirty days after such
filing, in which event the amendment will become effective
on such later date. EFFECTIVE DATE:
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we
have hereunto signed our names this 6th day of May, in the
year 1996.
Geoffrey Nunes, Vice President
Patricia A. Powers, Assistant Clerk
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
General Laws, Chapter 156B, Section 72
I hereby approve the within articles of amendment and, the
filing
fee in the amount of $40,000 having been paid, said articles
are deemed to have been filed, with me this 15th day of May,
1996.
William Francis Galvin
Secretary of the
Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF AMENDMENT TO BE SENT
TO: Patricia A. Powers, Esquire
c/o Millipore Corporation
80 Ashby Road
Bedford, MA 01730
Telephone (617) 533-2272