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EXHIBIT 3.49
CERTIFICATE OF MERGER
OF
O-I HOLDING COMPANY OF BLEDSOE COUNTY
O-I HOLDING COMPANY OF CENTER
O-I HOLDING COMPANY OF CLAY COUNTY
O-I HOLDING COMPANY OF FENTRESS COUNTY
O-I HOLDING COMPANY OF MACON COUNTY
O-I HOLDING COMPANY OF NEW BOSTON
O-I HOLDING COMPANY OF ORMOND BEACH
O-I HOLDING COMPANY OF SENATOBIA COUNTY
O-I PHYSICIANS & SURGEONS HOLDING COMPANY
O-I WOMENS HOSPITAL HOLDING COMPANY
(Corporations of the State of Ohio)
INTO
O-I HOLDING COMPANY, INC.
(A Corporation of the State of Ohio)
The Agreement of Merger to which this certificate is attached having
been duly adopted in accordance with the laws of the State of Ohio and with its
Articles of Incorporation as set forth in the attached certificates of the
President and Secretary of O-I HOLDING COMPANY, INC., and the President and
Secretary of each of the following corporations:
O-I HOLDING COMPANY OF BLEDSOE COUNTY
O-I HOLDING COMPANY OF CENTER
O-I HOLDING COMPANY OF CLAY COUNTY
O-I HOLDING COMPANY OF FENTRESS COUNTY
O-I HOLDING COMPANY OF MACON COUNTY
O-I HOLDING COMPANY OF NEW BOSTON
O-I HOLDING COMPANY OF ORMOND BEACH
O-I HOLDING COMPANY OF SENATOBIA COUNTY
O-I PHYSICIANS & SURGEONS HOLDING COMPANY
O-I WOMENS HOSPITAL HOLDING COMPANY
each of the parties to the said Agreement of Merger, the officers
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do hereby sign the Certificate of Merger pursuant to Section 1701.81 of the
Revised Code of Ohio this 31st day of October, 1991.
/s/ David G. VanHooser
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President
David G. VanHooser
/s/ Thomas L. Young
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Secretary
Thomas L. Young
O-I HOLDINGS COMPANY, INC.
/s/ David G. VanHooser
---------------------------
President
David G. VanHooser
/s/ Thomas L. Young
---------------------------
Secretary
Thomas L. Young
O-I HOLDING COMPANY OF BLEDSOE COUNTY
O-I HOLDING COMPANY OF CENTER
O-I HOLDING COMPANY OF CLAY COUNTY
O-I HOLDING COMPANY OF FENTRESS COUNTY
O-I HOLDING COMPANY OF MACON COUNTY
O-I HOLDING COMPANY OF NEW BOSTON
O-I HOLDING COMPANY OF ORMOND BEACH
O-I HOLDING COMPANY OF SENATOBIA COUNTY
O-I PHYSICIANS & SURGEONS HOLDING COMPANY
O-I WOMENS HOSPITAL HOLDING COMPANY
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AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER, dated October 11, 1991 (the "Merger
Agreement"), is among O-I Holdings Company, Inc., an Ohio corporation ("OIH"),
and OIH's subsidiary corporations, each of which is an Ohio corporation, which
are parties and signatories to this Merger Agreement and also identified in
Section 5 hereof (the "Subsidiaries").
RECITALS
A. OIH is the owner of all the issued and outstanding shares of each
of the Subsidiaries.
B. OIH and each of the Subsidiaries have agreed that each of the
Subsidiaries shall be merged with and into OIH, with OIH being the surviving
corporation in the merger (the "Merger").
C. In order to carry out the Merger in the manner and on the terms
contemplated in the Merger Agreement, the Board of Directors of OIH and the
respective Boards of Directors of each of the Subsidiaries have each duly
adopted this Merger Agreement, which is intended to meet the requirements of
Section 1701.80 of the Ohio Revised Code.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained and for other good and valuable consideration the
receipt and adequacy of which is hereby acknowledged, OIH and each of the
Subsidiaries (sometimes hereinafter referred to as the "Constituent
Corporations") hereby agree as follows:
1. THE MERGER
On November 15, 1991 (the "Effective Date"), in accordance with this
Merger Agreement and the Ohio law, each of the Subsidiaries shall be merged with
and into OIH, the separate existence of each of the Subsidiaries shall cease,
and OIH shall continue as the surviving corporation under the corporate name it
possesses immediately prior to the Effective Date. OIH hereinafter is sometimes
referred to as the "Surviving Corporation."
2. EFFECT OF THE MERGER
When the Merger has been effected, the Surviving Corporation shall
thereupon and thereafter possess all the rights, privileges, immunities and
franchises, of a public as well as of a private nature of the Constituent
Corporations and each of them; all property, real, personal and mixed, and all
debts due on whatever account and all chores in action, and all and every other
interest, of or belonging to or due each of the Constituent Corporations shall
be vested in the Surviving Corporation without
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further act or deed; and the title to any real estate, or any interest therein
vested in any of the Constituent Corporations shall not revert or be in any way
impaired by reason of the Merger. The Surviving Corporation shall henceforth be
responsible and liable for all the liabilities and obligations of each of the
Constituent Corporations so merged; any claim existing or action or proceeding
pending by or against any of the Constituent Corporations may be prosecuted as
if the Merger had not taken place, or the Surviving Corporation may be
substituted in its place. The Surviving Corporation shall have all the rights,
privileges, immunities and powers and shall be subject to all the duties and
liabilities of a corporation organized under Ohio law, and neither the rights of
creditors nor any liens upon the respective properties of the Constituent
Corporations and the Surviving Corporation shall be impaired by the Merger; all
with the effect set forth in the Ohio law.
3. CONSUMMATION OF THE MERGER
On or before the Effective Date the parties hereto will cause the
Merger to be consummated by filing with the Secretary of State a Certificate of
Merger in such form as required by, and executed in accordance with, the
relevant provisions of Ohio law.
4. ARTICLES OF INCORPORATION; CODE OF REGULATIONS; BY-LAWS; DIRECTORS AND
OFFICERS
The Articles of Incorporation, Code of Regulations and By-laws of OIH
as in effect immediately prior to the Effective Date shall be the Articles of
Incorporation, Code of Regulations and By-laws of the Surviving Corporation. The
directors of OIH immediately prior to the Effective Date shall be the initial
directors of the Surviving Corporation, and the officers of OIH immediately
prior to the Effective Date shall be the initial officers of the Surviving
Corporation, in each case until their successors are elected and qualified.
5. CONVERSION OF SECURITIES
Immediately prior to the Merger the designation and number of
outstanding shares of each class of shares of the Subsidiaries is as follows:
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<Caption>
No. of Shares
Name of Subsidiary Class Outstanding
- ------------------ ----- -------------
O-I Holding Company of Bledsoe County No Par 10
Common
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O-I Holding Company of Center No Par 10
Common
O-I Holding Company of Clay County No Par 10
Common
O-I Holding Company of Fentress County No Par 10
Common
O-I Holding Company of Macon County No Par 10
Common
O-I Holding Company of New Boston No Par 10
Common
O-I Holding Company of Ormond Beach No Par 10
Common
O-I Holding Company of Senatobia County No Par 10
Common
O-I Physicians & Surgeons Holding Company No Par 10
Common
O-I Womens Hospital Holding Company No Par 10
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All outstanding shares of each of the Subsidiaries are owned by OIH.
Immediately prior to the Merger, OIH has authorized and outstanding 10
shares of no par common stock.
At the Effective Date, by virtue of the Merger and without any action
on the part of OIH or any of the Subsidiaries:
(a) Each share of each Subsidiary which is issued and outstanding
immediately prior to the Effective Date shall be cancelled and retired, and
no payment shall be made with respect thereto.
(b) Each share of OIH issued and outstanding immediately prior to
the Effective Date shall remain issued and outstanding without change and
shall constitute the sole authorized and issued shares of the Surviving
Corporation.
6. MISCELLANEOUS
This Agreement shall be governed in all respects, including validity,
interpretation and effect by the laws of the
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State of Ohio. This Agreement may be executed in one or more counterparts which
together shall constitute a single agreement.
IN WITNESS WHEREOF, OIH and each and all of the Subsidiaries have
caused this agreement to be executed as of the date first written above by their
respective officers thereunder duly authorized.
O-I HOLDING COMPANY, INC.
By: /s/ David G. VanHooser
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David G. VanHooser, President
ATTEST:
/s/ Thomas L. Young
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Thomas L. Young, Secretary
O-I HOLDING COMPANY OF BLEDSOE COUNTY
O-I HOLDING COMPANY OF CENTER
O-I HOLDING COMPANY OF CLAY COUNTY
O-I HOLDING COMPANY OF FENTRESS COUNTY
O-I HOLDING COMPANY OF MACON COUNTY
O-I HOLDING COMPANY OF NEW BOSTON
O-I HOLDING COMPANY OF ORMOND BEACH
O-I HOLDING COMPANY OF SENATOBIA COUNTY
O-I PHYSICIANS & SURGEONS HOLDING COMPANY
O-I WOMENS HOSPITAL HOLDING COMPANY
By: /s/ David G. VanHooser
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David G. VanHooser, President of
each of the above corporations
ATTEST:
/s/ Thomas L. Young
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Thomas L. Young, Secretary of each
of the above corporations
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