EXHIBIT 3.1(b)
CERTIFICATE OF MERGER
---------------------
(1) The name and state of incorporation of each of the constituent
corporations are:
(A) Broadband Services, Inc., a Delaware corporation;
(B) Cablenet International Corporation, a Delaware corporation;
(C) Coaxial Communications of Central Ohio, Inc., an Ohio
corporation;
(D) Coaxial Communications of Reynoldsburg, Inc., an Ohio
corporation;
(E) Coaxial Communications Cable Operations, Inc., an Ohio
corporation; and
(F) Telecinema of Columbus, Inc., an Ohio corporation.
(2) An agreement of merger has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with subsection (c) of Section 252 of the General Corporation Law of the State
of Delaware.
(3) The name of the surviving corporation is Coaxial Communications of
Central Ohio, Inc.
(4) The surviving corporation is an Ohio corporation.
(5) The articles of incorporation of Coaxial Communications of Central
Ohio, Inc. are attached to this Certificate of Merger as Exhibit A and are
incorporated by reference herein, and, until changed in accordance with law,
said articles of incorporation shall be and constitute the articles of
incorporation of the surviving corporation.
(6) The executed agreement of merger is on file at the principal place
of business of the surviving corporation at:
Coaxial Communications
3770 East Livingston Avenue
Columbus, Ohio 43227
(7) A copy of the agreement of merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
(8) The surviving corporation is to be an Ohio corporation.
(9) The surviving corporation hereby agrees that it may be served with
process in the State of Delaware in any proceeding for enforcement of any
obligation of Broadband Services, Inc. or Cablenet International, Inc., being
the only constituent corporations that are Delaware corporations, as well as for
enforcement of any obligation of the surviving corporation arising from the
merger of Broadband Services, Inc. and Cablenet International, Inc. into the
surviving corporation, including any suit or other proceeding to enforce the
right of any stockholders as determined in appraisal proceedings pursuant to the
provisions of Section 262 of the General Corporation Law of the State of
Delaware; and the surviving corporation hereby irrevocably appoints the
Secretary of State of Delaware as its agent to accept service of process in any
such suit or other proceedings, and a copy of any such process shall be mailed
by the Secretary of State of Delaware to:
Coaxial Communications
3770 East Livingston Avenue
Columbus, Ohio 43227
(10) This Certificate of Merger, and the mergers to become effective
pursuant to the agreement of merger, shall become effective at 11:59 p.m.,
Eastern Standard Time, on the earlier of (i) the date of filing with the
Secretary of State of Ohio of the certificate of merger required by Ohio Revised
Code Section 1701.81 to effect the mergers contemplated by the agreement of
merger and (ii) December 29, 1986.
Executed on December 23, 1986.
BROADBAND SERVICES, INC.,
a Delaware corporation
and
CABLENET INTERNATIONAL
CORPORATION, a Delaware
corporation
and
COAXIAL COMMUNICATIONS OF
CENTRAL OHIO, INC., an
Ohio corporation
and
-2-
COAXIAL COMMUNICATIONS OF REYNOLDSBURG,
INC., an Ohio corporation
and
COAXIAL COMMUNICATIONS CABLE OPERATIONS,
INC., an Ohio corporation
and
TELECINEMA OF COLUMBUS, INC., an Ohio
corporation
/s/ D. Stevens McVoy,
By D. Stevens McVoy,
Vice-President of Broadband Services,
Inc., Cablenet International
Corporation, Coaxial Communications of
Central Ohio, Inc. Coaxial
Communications Cable Operations, Inc.
and Telecinema of Columbus, Inc.
Attest:
/s/ Andrew G. Schrader,
By Andrew G. Schrader,
Assistant Secretary of Coaxial
Communications of Central Ohio,
Inc. and Secretary of Broadband
Services, Inc., Cablenet
International Corporation, Coaxial
Communications of Reynoldsburg,
Inc., Coaxial Communications Cable
Operations, Inc. and Telecinema of
Columbus, Inc.
-3-
Exhibit A
---------
ARTICLES OF INCORPORATION
OF
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
FIRST: The name of the corporation shall be Coaxial Communications of
-----
Central Ohio, Inc.
SECOND: The place in Ohio were the principal office of the corporation
------
is to be located is in the City of Columbus, County of Franklin.
THIRD: The purpose for which the corporation is formed is to engage in
-----
any lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98 of the Ohio Revised Code.
FOURTH: The authorized number of shares of the corporation shall be
------
2,000, all of which shall be common shares, each with a par value of $1.00 per
share.
-4-
CERTIFICATE OF MERGER
---------------------
An Agreement to Merger, a signed copy of which is attached hereto,
marked as Annex 1 for identification and incorporated by reference herein, was
duly approved and adopted:
(1) by the Board of Directors of each of Coaxial Communications of
Central Ohio, Inc., Coaxial Communications of Reynoldsburg, Inc., Coaxial
Communications Cable Operations, Inc. and Telecinema of Columbus, Inc. [each of
said four (4) corporations being an Ohio corporation] by action taken in a
writing or writings approved and signed by all of the Directors of each of said
four (4) Ohio corporations to be effective as of December 23, 1986, as specified
in {1701.54 of the Ohio Revised Code;
(2) by the holders of all (100%) of the shares of each of Coaxial
Communications of Central Ohio, Inc., Coaxial Communications of Reynoldsburg,
Inc., Coaxial Communications Cable Operations, Inc. and Telecinema of Columbus,
Inc. [each of said four (4) corporations being an Ohio corporation] by action
taken in a writing or writings approved and signed by the holders of all (100%)
of the shares of each of said four (4) Ohio corporations to be effective as of
December 23, 1986, as specified in Section 1701.54 of the Ohio Revised Code;
(3) by the Board of Directors of Broadband Services, Inc. and of
Cablenet International, Inc. [each of said two (2) corporations being a Delaware
corporation] by consent thereto given in a writing or writings signed by all of
the Directors of each of said two (2) Delaware corporations to be effective as
of December 23, 1986, in accordance with the provisions of Section 141(f) of the
General Corporation Law of the State of Delaware; and
(4) by the holders of all (100%) of the shares of the outstanding stock
of Broadband Services, Inc. and of Cablenet International, Inc. [each of said
two (2) corporations being a Delaware corporation] entitled to vote thereon, by
consent thereto given in a writing or writings signed by all (100%) of such
stockholders to be effective as of December 23, 1986, in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.
The undersigned have caused this Certificate of Merger to be executed to
be effective as of December 23, 1986.
BROADBAND SERVICES, INC.
a Delaware corporation
and
CABLENET INTERNATIONAL
CORPORATION, a Delaware
corporation
and
COAXIAL COMMUNICATIONS OF
CENTRAL OHIO, INC., an
Ohio corporation
and
COAXIAL COMMUNICATIONS OF
REYNOLDSBURG, INC., an
Ohio corporation
and
COAXIAL COMMUNICATIONS CABLE
OPERATIONS, INC., an Ohio
corporation
and
TELECINEMA OF COLUMBUS, INC.
an Ohio corporation
/s/ D. Stevens McVoy
By D. Stevens McVoy,
Vice-President of Broadband
Services, Inc., Cablenet Inter-
national Corporation, Coaxial
Communications of Central Ohio,
Inc., Coaxial Communications of
Reynoldsburg, Inc., Coaxial
Communications Cable Operations,
Inc. and Telecinema of Columbus,
Inc.
Attest:
/s/ Andrew G. Schrader
By Andrew G. Schrader,
Assistant Secretary of Coaxial
Communications of Central Ohio,
Inc. and Secretary of Broadband
Services, Inc., Cablenet Inter-
national Corporation, Coaxial
Communications of Reynoldsburg,
Inc., Coaxial Communications Cable
Operations, Inc. and Telecinema of
Columbus, Inc.
-2-
ANNEX 1
-------
AGREEMENT OF MERGER
-------------------
This is an Agreement of Merger (sometimes hereinafter called the "MERGER
AGREEMENT") made to be effective as of December 23, 1986 by and between:
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC., an Ohio corporation (sometimes
hereinafter called "CENTRAL OHIO";
and
COAXIAL COMMUNICATIONS OF REYNOLDSBURG, INC., an Ohio corporation (sometimes
hereinafter called "REYNOLDSBURG");
and
COAXIAL COMMUNICATIONS CABLE OPERATIONS, INC., an Ohio corporation (sometimes
hereinafter called "CABLE OPS");
and
TELECINEMA OF COLUMBUS, INC., an Ohio corporation (sometimes hereinafter called
"TELECINEMA");
and
BROADBAND SERVICES, INC., a Delaware corporation (sometimes hereinafter called
"BROADBAND");
and
CABLENET INTERNATIONAL CORPORATION, a Delaware corporation (sometimes
hereinafter called "CABLENET").
R E C I T A L S:
----------------
(A) CENTRAL OHIO, REYNOLDSBURG, CABLE OPS and CABLENET are wholly-owned
subsidiaries of BROADBAND, and TELECINEMA is a wholly-owned subsidiary of
CABLENET. All of said six (6) corporations are sometimes referred to
collectively in this MERGER AGREEMENT as the "CONSTITUENT CORPORATIONS."
(B) The Board of Directors of each of the CONSTITUENT CORPORATIONS deem it
advisable and in the best interests of their respective corporations and the
shareholders thereof that the CONSTITUENT CORPORATIONS be merged in a
transaction in which CENTRAL OHIO would be the surviving corporation; each of
REYNOLDSBURG, CABLE OPS, TELECINEMA, BROADBAND and CABLENET would cease to have
a separate corporate existence, and persons presently holding common stock and
preferred stock of BROADBAND would become the holders of all (100%) of the
issued and outstanding shares of CENTRAL OHIO, all of which would be common
shares, upon the conversion of the issued and outstanding shares of common stock
and preferred stock of BROADBAND into common shares of CENTRAL OHIO.
(C) The Boards of Directors of the CONSTITUENT CORPORATIONS have approved
this MERGER AGREEMENT by resolutions duly adopted by them.
NOW, THEREFORE, in consideration of the premises and of their mutual
covenants and agreements, and for other good and valuable consideration received
to their full satisfaction, it is hereby agreed by and among the CONSTITUENT
CORPORATIONS that the terms and conditions of the mergers contemplated by this
MERGER AGREEMENT (said mergers sometimes hereinafter collectively called
2
the "MERGERS"), and the mode of carrying the MERGERS into effect, shall be as
follows:
ARTICLE 1
THE SURVIVING CORPORATION
-------------------------
SECTION 1.01. At the time when the MERGERS shall become effective
------------
(sometimes hereinafter called the "EFFECTIVE DATE"), each of CABLE OPS,
REYNOLDSBURG, TELECINEMA, BROADBAND and CABLENET will merge into CENTRAL OHIO,
and CENTRAL OHIO will be the continuing and surviving corporation in the
MERGERS, will continue to exist under the laws of the State of Ohio and will be
the only one of the CONSTITUENT CORPORATIONS to continue its separate corporate
existence after the EFFECTIVE DATE. As used in this MERGER AGREEMENT, the term
"SURVIVING CORPORATION" refers to CENTRAL OHIO at and after the EFFECTIVE DATE.
SECTION 1.02. The name of the SURVIVING CORPORATION shall be Coaxial
------------
Communications of Central Ohio, Inc.
SECTION 1.03. The Articles of Incorporation of Coaxial Communications of
------------
Central Ohio, Inc. attached hereto as a Exhibit A and incorporated by reference
herein shall be the Articles of the SURVIVING CORPORATION until amended in
accordance with law.
SECTION 1.04. The Regulations of CENTRAL OHIO existing at the EFFECTIVE
------------
DATE shall be the Regulations of the SURVIVING CORPORATION until changed in
accordance with law.
3
SECTION 1.05. At and after the EFFECTIVE DATE and until changed in
-------------
accordance with law, Barry Silverstein, Dennis J. McGillicuddy and D. Stevens
McVoy shall be the sole directors of the SURVIVING CORPORATION.
SECTION 1.06. At and after the EFFECTIVE DATE and until changed in
------------
accordance with law,, the following persons shall be the sole officers of the
SURVIVING CORPORATION and shall hold the offices of the SURVIVING CORPORATION
set forth beside their respective names immediately below:
NAMES OFFICES
----- -------
Dennis J. McGillicuddy President
D. Stevens McVoy Vice President and
Assistant Secretary
Joel S. Rudich Vice President
Chief Operating Officer
Gordon E. McMillen Vice President - Engineering
Richard G. Gibson Vice President - Chief
Financial Officer and
Treasurer
Andrew G. Schrader Vice President
General Counsel and Secretary
Myra Bald Assistant Secretary
SECTION 1.07. The SURVIVING CORPORATION hereby agrees that it may be.
------------
served :with process in the State of Delaware in any proceeding for enforcement
of any obligation of BROADBAND or of CABLENET, as well as for enforcement of any
obligation of the SURVIVING CORPORATION arising from the merger of BROADBAND or
of CABLENET into CENTRAL OHIO, including any suit or other proceeding to enforce
the right of any stockholders as determined in appraisal proceedings pursuant to
the provisions of Section 262
4
of the General Corporation Law of the State of Delaware; and the SURVIVING
CORPORATION hereby irrevocably appoints the Secretary of State of-Delaware as
its agent to accept service of process in any such suit or other proceedings,
and a copy of any such process shall be mailed by the Secretary of State of
Delaware to:
Coaxial Communications
3770 East Livingston Avenue
Columbus, Ohio 43227
SECTION 1.08. The name and address of the statutory agent upon whom any
------------
process, notice or demand against the SURVIVING CORPORATION or any other one of
the CONSTITUENT CORPORATIONS may be served is:
CT Corporation System
813 Carew Tower
Cincinnati, Ohio 45202
ARTICLE 2
DISTRIBUTIONS TO SHAREHOLDERS
-----------------------------
SECTION 2.01. The manner and basis of making distributions to shareholders
------------
of the CONSTITUENT CORPORATIONS in extinguishment of and in substitution for
their shares of the CONSTITUENT CORPORATIONS shall be as set forth in this
Article 2.
SECTION 2.02. At the EFFECTIVE DATE and as a result of the MERGERS, each
------------
of the issued shares of CENTRAL OHIO, of REYNOLDSBURG, of CABLE OPS, of
TELECINEMA and of CABLENET shall, automatically and without further act of any
of the CONSTITUENT CORPORATIONS or of the holder of any such share, be
extinguished.
SECTION 2.03. Immediately prior to the EFFECTIVE DATE, all
-------------
5
of the issued and outstanding shares of CENTRAL OHIO, CABLE OPS, REYNOLDSBURG
and CABLENET will be owned by BROADBAND, and all of the issued and outstanding
shares of TELECINEMA will be owned by CABLENET. CENTRAL OHIO, as the SURVIVING
CORPORATION, shall, automatically and as a result of the MERGERS, acquire all of
the assets of CABLE OPS, REYNOLDSBURG, CABLENET, BROADBAND and TELECINEMA, and
no further distribution shall be made to any shareholder of CENTRAL OHIO, CABLE
OPS, REYNOLDSBURG, CABLENET or TELECINEMA.
SECTION 2.04. At the EFFECTIVE DATE and as a result of the MERGERS, each of
------------
the issued shares of the common stock of BROADBAND shall, automatically and
without further act of any of the CONSTITUENT CORPORATIONS or of the holder
thereof, be extinguished and converted into one (1) of the issued common shares
of the SURVIVING CORPORATION; and until appropriate transfers are registered
following compliance with Section 2.07 and, where applicable, Section 2.08 of
this MERGER AGREEMENT, the holder (of record on the shareholder records of
BROADBAND at the EFFECTIVE DATE) of each share of common stock so extinguished
and converted shall be deemed to be recorded on the books of the SURVIVING
CORPORATION as the holder of the number of common shares of the SURVIVING
CORPORATION that he is entitled to receive under the provisions of this MERGER
AGREEMENT.
SECTION 2.05. At the EFFECTIVE DATE and as a result of the MERGERS:
------------
(A) Each of the issued shares of the preferred stock of BROADBAND
shall, automatically and without further act of any of the CONSTITUENT
CORPORATIONS or of the holder thereof, be
6
extinguished and converted into one one-hundredth (.01) of the issued common
shares of the SURVIVING CORPORATION; and until appropriate transfers are
registered following compliance with the provisions of Section 2.07 and, where
applicable, of Section 2.08 of this MERGER AGREEMENT, the holder (of record on
the shareholder records of BROADBAND at the EFFECTIVE DATE) of each share of
preferred stock so extinguished and converted shall be deemed to be recorded on
the books of the SURVIVING CORPORATION as the holder of the number of common
shares of the SURVIVING CORPORATION that he is entitled to receive under te
provisions of this MERGER AGREEMENT; and
(B) All accumulated and unpaid dividends in respect of the issued
shares of the preferred stock of BROADBAND (no such accumulated but unpaid
dividends having been declared and no funds for the payment of any such
accumulated but unpaid dividends having been set aside for the payment thereof)
shall, automatically and without further act of any of the CONSTITUENT
CORPORATIONS or of the holder of one or more or all of the issued shares of the
preferred stock of BROADBAND, be cancelled and extinguished.
SECTION 2.06. The Board of Directors of BROADBAND and of CENTRAL OHIO,
------------
and, by voting for or otherwise consenting to the adoption of this Agreement of
Merger, the holder of each share of the issued and outstanding common stock and
preferred stock of BROADBAND who may so vote or consent, acknowledge and agree
that the aggregate fair market value of all (100%) of the 8,000 issued and
outstanding shares of the preferred stock of BROADBAND (including any
accumulated but unpaid dividends in respect
7
thereof) is $4,000,000, and that the aggregate fair market value of all (100%)
of the common shares of the SURVIVING CORPORATION into which all of said shares
of the preferred stock of BROADBAND are converted as a result of the MERGERS
will, at the EFFECTIVE DATE, be $4,000,000.
SECTION 2.07. Each person who, as a result of the MERGERS, holds one or
-------------
more certificates which theretofore represented one or more of the shares of
common stock or pref erred stock of BROADBAND that have been extinguished and
converted into common shares of the SURVIVING CORPORATION as a result of the
MERGERS shall surrender each such certificate held by him to the SURVIVING
CORPORATION (or to an agent designated for such purpose by it), and within a
reasonable time after such surrender, the SURVIVING CORPORATION shall deliver to
such person in exchange therefor one or more certificates evidencing the number
of common shares of the SURVIVING CORPORATION that such person is entitled to
receive on such surrender in accordance with the terms of this MERGER AGREEMENT;
and until so surrendered, each certificate that, prior to the MERGERS,
represented one or more of the shares of common stock or preferred stock of
BROADBAND that have been extinguished and converted into common shares of the
SURVIVING CORPORATION as a result of the MERGERS shall be deemed, for all
corporate purposes of the SURVIVING CORPORATION, to evidence ownership of the
number of common shares of the SURVIVING CORPORATION that the holder of such
certificate is entitled to receive in substitution and exchange therefor in
accordance with this MERGER AGREEMENT; provided, however, that if there be
delivered to the SURVIVING CORPORATION (or to an agent designated
8
for such purpose by it) by any person who is unable to produce any such
certificate for surrender to the SURVIVING CORPORATION (or to such agent) in
accordance with this Section 2.07 (A) evidence to the satisfaction of the
SURVIVING CORPORATION that such certificate has been lost, wrongfully taken, or
destroyed, (B) such security or indemnity as may be requested by the SURVIVING
CORPORATION to save it harmless and (C) evidence to the satisfaction of the
SURVIVING CORPORATION that such person was the owner of the shares theretofore
represented by each such certificate claimed by him to be lost, wrongfully taken
or destroyed, and that he is the person who would be entitled to present such
certificate for exchange pursuant to this MERGER AGREEMENT, then the SURVIVING
CORPORATION, in the absence of actual notice to it that any shares of BROADBAND
theretofore represented by any such certificate have been acquired by a bona
fide purchaser, shall deliver to such person one or more certificates evidencing
the number of common shares of the SURVIVING CORPORATION, that such person would
have been entitled to receive upon surrender of each such lost, wrongfully taken
or destroyed certificate.
SECTION 2.08. If a certificate evidencing one or more shares of the
------------
SURVIVING CORPORATION issuable as provided in this MERGER AGREEMENT upon
surrender of a certificate formerly representing shares of the common stock or
preferred stock of BROADBAND is to be issued to a person other than the person
in whose name such surrendered certificate was registered on the books of
BROADBAND at the EFFECTIVE DATE, it shall be a condition precedent to the
issuance of each such certificate evidencing one
9
or more shares of the SURVIVING CORPORATION that such surrendered certificate
shall be properly endorsed and otherwise in proper form for transfer and
accompanied by such documents as may be required by the SURVIVING CORPORATION,
in its discretion, and that the person surrendering such certificate pay to the
SURVIVING CORPORATION (or to any agent designated for such purpose by it) any
transfer or other taxes payable by reason of the issuance of one or more common
shares, or of the issuance of one or more certificates evidencing one or more
common shares, of the SURVIVING CORPORATION to a person other than the
registered holder of such surrendered certificate, or establish to the
satisfaction of the SURVIVING CORPORATION (or of such agent that such tax has
been paid or is not payable.
SECTION 2.09. No certificate evidencing one or more of the common shares of
------------
the SURVIVING CORPORATION deliverable by it as provided elsewhere in this MERGER
AGREEMENT shall be delivered by the SURVIVING CORPORATION until the holder of
each such share shall have complied with Section 2.,07 and, where applicable,
Section 2.08 of this MERGER AGREEMENT; provided, however, that the SURVIVING
CORPORATION may from time to time, in the case of one or more persons waive the
right provided to it in this Section 2.09 to withhold one or more certificates,
and no such waiver shall
10
constitute a waiver of its right thereafter to withhold any such certificate in
the case of any person.
SECTION 2.10. Anything contained in this MERGER AGREEMENT or elsewhere to
-------------
the contrary notwithstanding, if any person shall perfect appraisal rights in
respect of one or more shares of BROADBAND in accordance with Section 262 of the
General Corporation Law of the State of Delaware (said statute sometimes
hereinafter called the "STATUTE"), then:
(A) each such share of BROADBAND shall nevertheless be deemed to have
been extinguished at the EFFECTIVE DATE and as a result of the MERGERS as
provided elsewhere in this Article 2, and each common shares of the SURVIVING
CORPORATION into which such share of BROADBAND would (but for such perfection of
appraisal rights) have been converted had the holder thereof assented to the
MERGERS shall have the status of authorized but unissued common shares of the
SURVIVING CORPORATION; and
(B) each person perfecting such appraisal rights shall thereafter
have only such other rights (and shall have such obligations) as are provided in
the STATUTE, and (unless such rights and obligations of such person are
terminated in accordance with the STATUTE) the SURVIVING CORPORATION shall not
be required to issue (or to deliver any certificate evidencing) any shares of
the SURVIVING CORPORATION otherwise to be issued and delivered by it to such
person in accordance with this Article 2.
ARTICLE 3
TERMINATION AND ABANDONMENT; AMENDMENT
--------------------------------------
SECTION 3.01. The MERGERS contemplated by this MERGER AGREEMENT may be
------------
terminated and abandoned by the Board of Directors of BROADBAND at any time
prior to the EFFECTIVE DATE and for any reason, notwithstanding approval of this
MERGER AGREEMENT by the shareholders of any one or more or all of the
CONSTITUENT CORPORATION, without notice of such termination to the other
CONSTITUENT CORPORATION.
11
SECTION 3.02. The Boards of Directors of CONSTITUENT CORPORATIONS may
-------------
amend this MERGER AGREEMENT at any time prior to the filing thereof (or of a
certificate in lieu thereof) with the Secretary of State of Delaware, provided
that an amendment made subsequent to the adoption of this MERGER AGREEMENT by
the shareholders of any of the CONSTITUENT CORPORATIONS shall not (1) alter or
change the amount or kind of shares, securities, cash, property and/or rights to
be received in exchange for or on conversion of all or any of the shares of any
class or series thereof of any of the CONSTITUENT CORPORATIONS, (2) alter or
change any term of the Articles of Incorporation of the SURVIVING CORPORATION to
be effected by the MERGERS, or (3) alter or change any of the terms and
conditions of this MERGER AGREEMENT if such alteration or change would adversely
affect the holders of shares of any class or series thereof of the CONSTITUENT
CORPORATIONS.
ARTICLE 4
EFFECTIVE DATE OF THE MERGERS
-----------------------------
SECTION 4.01. After this MERGER AGREEMENT shall have been duly adopted by
-------------
the Board of Directors of each of the CONSTITUENT CORPORATIONS and, to the
extent required by law, by the shareholders of each of the CONSTITUENT
CORPORATIONS, each of the CONSTITUENT CORPORATIONS shall cause this MERGER
AGREEMENT (or, in lieu thereof, of a Certificate of Merger) to be executed,
acknowledged and filed with the Secretary of State of Delaware as and to the
extent contemplated by Sections 251, 252 and 103 of
12
the General Corporation Law of the State of Delaware, and the MERGERS shall
thereafter become effective at 11:59 p.m., Eastern Standard Time, on the earlier
of (i) the date of the filing with the Secretary of State of Ohio of the
Certificate of merger mentioned in Section 4.02 of this MERGER AGREEMENT and
(ii) December 29, 1986.
SECTION 4.02. After the filing with the Secretary of State of Delaware of
------------
this MERGER AGREEMENT (or, in lieu thereof, of a Certificate of Merger) as
contemplated by Section 4.01 of this MERGER AGREEMENT, each of the CONSTITUENT
CORPORATIONS shall cause a Certificate of Merger (in the form required by Ohio
Revised Code (S) 1701.81) to be executed and filed with the Secretary of State
of Ohio, and the MERGERS shall become effective at 11:59 p.m., Eastern Standard
Time, on the date of such filing.
ARTICLE 5
MISCELLANEOUS
-------------
SECTION 5.01. This MERGER AGREEMENT may be executed in one or more
------------
counterparts, each of which shall be deemed to be a duplicate original, but all
of which, taken together, shall be deemed to constitute a single instrument.
SECTION 5.02. The captions contained in this MERGER AGREEMENT are included
------------
only for convenience of reference and do not define, limit explain or modify
this MERGER AGREEMENT or its interpretation, construction or meaning and are in
no way to be construed as a part of this MERGER AGREEMENT.
13
SECTION 5.03. The number and gender of each pronoun used in this MERGER
------------
AGREEMENT shall be construed to mean such number and gender as the context,
circumstances or its antecedent may require.
Executed on behalf of each of the CONSTITUENT CORPORATIONS by its officers
duly authorized in the premises.
COAXIAL COMMUNICATIONS OF CENTRAL
OHIO, INC., an Ohio corporation
and
COAXIAL COMMUNICATIONS OF
REYNOLDSBURG, an Ohio corporation
and
COAXIAL COMMUNICATIONS CABLE
OPERATIONS, INC., an Ohio
corporation
and
TELECINEMA OF COLUMBUS, INC.,
an Ohio corporation
and
BROADBAND SERVICES, INC.
a Delaware corporation
and
14
CABLENET INTERNATIONAL
CORPORATION, a Delaware corporation
By D. Stevens McVoy,
Vice-President of Broadband
Services, Inc., Cablenet
International Corporation,
Coaxial Communications of
Central Ohio, Inc., Coaxial
Communications of Reynoldsburg, Inc., Coaxial
Communications Cable Operations, Inc. and
Telecinema of Columbus, Inc.
ATTEST:
By Andrew G. Schrader,
Assistant Secretary of Coaxial
Communications of Central Ohio,
Inc. and Secretary of Broadband
Services, Inc., Cablenet Inter-
national Corporation, Coaxial
Communications of Reynoldsburg,
Inc., Coaxial Communications Cable
Operations, Inc. and Telecinema
of Columbus, Inc.
15
EXHIBIT A
---------
ARTICLES OF INCORPORATION
OF
COAXIAL COMMUNICATIONS OF CENTRAL OHIO, INC.
FIRST: The name of the corporation shall be Coaxial Communications of
------
Central Ohio, Inc.
SECOND: The place in Ohio where the principal office of the corporation is
-------
to be located is in the City of Columbus, County of Franklin.
THIRD: The purpose for which the corporation is formed is to engage in
------
any lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98 of the Ohio Revised Code.
FOURTH: The authorized number of shares of the corporation shall be 2,000
-------
all of which shall be common shares, each with a par value of $1,00 per share.
16
CERTIFICATE
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Andrew G. Schrader hereby certifies that he is the duly elected, qualified
and acting Assistant Secretary of Broadband Services, Inc. and the duly elected,
qualified and acting Secretary of Cablenet International Corporation, each of
which is a Delaware corporation; that written consent to the adoption of the
foregoing Agreement of Merger has been given by the holders of all (100%) of the
outstanding stock of each of said corporations entitled to vote thereon in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware; and that each such written consent of such stockholders
is in full force and effect, without amendment, as of the date of this
Certificate.
Dated: December 23, 1986.
/s/ Andrew G. Schrader,
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Andrew G. Schrader,
Assistant Secretary of
Broadband Services, Inc. and
Secretary of Cablenet
International Corporation
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