Exhibit 3.49
CERTIFICATE OF FORMATION
OF
ACC OF WISCONSIN LLC
This Certificate of Formation of ACC of Wisconsin LLC (the "Company"),
dated as of December 11, 1998, is being duly executed and filed by Kevin
Saer, as an authorized person, to form a limited liability company under the
Delaware Limited Liability Company Act (6 DEL.C. SECTION 18-101, ET SEQ.)
FIRST. The name of the limited liability company formed hereby is: ACC of
Wisconsin LLC.
SECOND. The address of the registered office of the company in the State
of Delaware is c/o National Registered Agents, Inc., 9 East Loockerman
Street, Dover, Kent County, Delaware 19901.
THIRD. The name and address of the registered agent for service of
process on the company in the State of Delaware is c/o National Registered
Agents, Inc., 9 East Loockerman Street, Dover, Kent County, Delaware 19901.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Formation as of the date first above written.
/s/ Kevin Saer
-------------------------------------
Kevin Saer, Esq.
Authorized Person
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/11/1998
981476583 - 2977696
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:01 AM 12/14/1998
981480255 - 2222563
CERTIFICATE OF MERGER
OF
VILAS CELLULAR CORPORATION, ONE CELLULAR CORPORATION, PEBBLES
CELLULAR CORPORATION, CHIPPEWA CELLULAR CORPORATION, FOUR CELLULAR
CORPORATION AND FIVE CELLULAR CORPORATION
INTO
MARATHON CELLULAR CORPORATION
Under Section 252 of the General
Corporation Law of the State of Delaware)
The undersigned corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, 8 DEL. C. SECTION 101,
ET SEQ. (the "GCL"),
DOES HEREBY CERTIFY:
FIRST: The name and jurisdiction of formation or organization of each of
the constituent corporations (collectively, the "Constituent Corporations")
which is to merge are as follows:
Jurisdiction of
Name Formation or Organization
---- -------------------------
Vilas Cellular Corporation Wisconsin
One Cellular Corporation Wisconsin
Pebbles Cellular Corporation Delaware
Chippewa Cellular Corporation Delaware
Four Cellular Corporation Delaware
Five Cellular Corporation Delaware
Marathon Cellular Corporation Delaware
SECOND: An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by each of the Constituent Corporations
in accordance with Section 252(c) of the GCL.
THIRD: The name of the surviving corporation is Marathon Cellular
Corporation.
FOURTH: The Certificate of Incorporation of Marathon Cellular
Corporation, as now in force and effect, shall continue to be the Certificate
of Incorporation of said surviving corporation.
FIFTH: The executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is 4650 Rib Mountain
Drive, Wausau, Wisconsin 54401.
SIXTH: A copy of the Agreement and Plan of Merger will be furnished by
the surviving corporation, on request and without cost, to any stockholder
of the Constituent Corporations.
SEVENTH: The authorized capital stock of Vilas Cellular Corporation, a
Wisconsin corporation, consists of 200 shares of common stock without par
value and the authorized capital stock of One Cellular Corporation, a
Wisconsin corporation, consists of 200
shares of common stock without par value.
Executed on this 14th day of December, 1998.
MARATHON CELLULAR CORPORATION
By: /s/ John Fujii
-----------------------------------
Name: John Fujii
Title: Chief Executive Officer
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/15/1998
981482190 - 2977696
CERTIFICATE OF MERGER
OF
MARATHON CELLULAR CORPORATION
INTO
ACC OF WISCONSIN LLC
The undersigned limited liability company organized and existing under
and by virtue of the Limited Liability Company Act of the State of Delaware,
6 DEL. C. SECTION 18-101, ET SEQ. (the "Act"),
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:
Jurisdiction of
Name Formation or Organization
---- -------------------------
Marathon Cellular Corporation Delaware
ACC of Wisconsin LLC Delaware
SECOND: An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by each of the constituent entities in
accordance with Section 264(c) and Section 228 of the General Corporation Law
of the State of Delaware and in accordance with SECTION 18-290 of the Act.
THIRD: The name of the surviving entity is ACC of Wisconsin LLC which
will continue in existence as said surviving entity under its present name
upon the effective date of the merger.
FOURTH: The Certificate of Formation of ACC of Wisconsin LLC, the
surviving entity, shall continue to be the Certificate of Formation of said
surviving entity.
FIFTH: The merger of Marathon Cellular Corporation into ACC of Wisconsin
LLC shall be effective upon the filing of this Certificate of Merger with the
Secretary of State of the State of Delaware.
SIXTH: The executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving entity. The address of the
principal place of business of the surviving company is 4650 Rib Mountain
Drive, Wausau, Wisconsin 54401.
SEVENTH: A copy of the Agreement and Plan of Merger will be furnished by
the surviving entity, on request and without cost, to any member or person
holding an interest in Marathon Cellular Corporation or ACC of Wisconsin LLC.
Executed on this 15th day of December, 1998.
ACC OF WISCONSIN LLC
By: /s/ John Fujii
-----------------------------------
Name: John Fujii
Title: Chief Executive Officer