Microfilm Number Filed with the Department of State on
Entity Number
Secretary of the Commonwealth
ARTICLES OF MERGER - DOMESTIC BUSINESS CORPORATION
DSCB:15-1926 (Rev. 90)
In compliance with the requirements of 15 Pa.C.S. 1926
(relating to articles of merger or consolidation), the undersigned
business corporations, desiring to effect a merger, hereby state
that:
1. The name of the corporation surviving the merger is:
Communications Construction Group, Inc.
2. (Check and complete one of the following):
X The surviving corporation is a domestic business
corporation and the (a) address of its current registered
office in the Commonwealth or (b) name of its commercial
registered office provider and the county of venue is
(the Department is hereby authorized to correct the
following information to conform to the records of the
Department):
(a) 235 East Gay Street West Chester PA 19380 Chester
Number and Street City State Zip County
(b) c/o
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office
provider, the county in (b) shall be deemed the county in which the
corporation is located for venue and official publication purposes.
2
The surviving corporation is a qualified foreign business
corporation incorporated under the laws of and
the (a) address of its current registered office in this
Commonwealth or (b) name of its commercial registered
office provider and the county of venue is (the
Department is hereby authorized to correct the following
information to conform to the records of the Department):
(a) N/A
Number and Street City State Zip County
(b) c/o
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office
provider, the county in (b) shall be deemed the county in which the
corporation is located for venue and official publication purposes.
The surviving corporation is a nonqualified foreign
business corporation incorporated under the laws of
and the address of its principal office under
the laws of such domiciliary jurisdiction is:
N/A
Number and Street City State Zip County
3. The name and the address of the registered office in this
Commonwealth or name of its commercial registered office
provider and the county of venue of each other domestic
business corporation and qualified foreign business corporate
which is a party to the plan of merger are as follows:
Name of Corporation Address of Registered Office or Name County
of Commercial Registered Office Provider
Communications Construction 235 East Gay Street Chester
Group, Inc. West Chester, PA 19380
Dycom Acquisitions, Inc. CT Corporation System Chester
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4. (Check, and if appropriate complete, one of the following):
X The plan of merger shall be effective upon filing these
Articles of Merger in the Department of State.
The plan of merger shall be effective on
Date
at .
Hour
5. The manner in which the plan of merger was adopted by each
domestic corporation is as follows:
Name of Corporation Manner of Adoption
Communications Construction Approval of Shareholders
Group, Inc.
Dycom Acquisitions, Inc. Approval of Shareholder
6. Strike out this paragraph if no foreign corporation is a party
to the merger). The plan was authorized, adopted and
approved, as the case may be, by the foreign business
corporation (or each of the foreign business corporations)
party to the plan in accordance with the laws of the
jurisdiction in which it is incorporated.
7. (Check, and if appropriate complete, one of the following):
The plan of merger is set forth in full in Exhibit A
attached hereto and made a part hereof.
X Pursuant to 15 Pa.C.S. 1901 (relating to omission of
certain provisions from filed plans) the provisions, if
any, of the plan of merger that amend or constitute the
operative Articles of Incorporation of the surviving
corporation as in effect subsequent to the effective date
of the plan are set forth in full in Exhibit A attached
hereto and made a part hereof. The full text of the plan
of merger is on file at the principal place of business
of the surviving corporation, the address of which is:
235 East Gay Street West Chester PA 19380 Chester
Number and Street City State Zip County
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IN TESTIMONY WHEREOF, the undersigned corporation or each
undersigned corporation has caused these Articles of Merger to be
signed by a duly authorized officer thereof this day of
, 1997.
COMMUNICATIONS CONSTRUCTION GROUP, INC.
By: /s/ George Tamasi
Title: President
DYCOM ACQUISITIONS, INC.
By: /s/ Thomas R. Pledger
Title: President
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EXHIBIT 'A'
OPERATIVE PROVISIONS OF
RESTATED ARTICLES OF INCORPORATION OF
SURVIVING CORPORATION
FIRST. The name of the corporation is:
Communication Construction Group, Inc.
SECOND. The name of the corporation's commercial registered
office provider and county of venue is:
C T Corporation System
Chester County
THIRD. The corporation is incorporated under the provisions
of the Business Corporation Law of 1933, as amended by the Business
Corporation Law of 1988, Act of December 21, 1988 (P.L. 144, no.
177).
PURPOSE. The purpose of the corporation is and it shall have
unlimited power to engage in and to do any lawful act concerning
any and all lawful business for which corporations may be
incorporated under such Act.
FOURTH. The term of the corporation's existence is
perpetual.
FIFTH. The aggregate number of shares of capital stock
which the corporation shall have authority to issue is One Thousand
(1,000) shares of common stock, One Dollar ($1.00) par value.