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Exhibit 3(i)
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
ALLEN TELECOM GROUP, INC.
INTO
THE ALLEN GROUP INC.
* * * * *
THE ALLEN GROUP INC., a corporation organized and existing under the laws
of Delaware,
DOES HEREBY CERTIFY:
FIRST: That The Allen Group Inc., a Delaware corporation (the "Surviving
Corporation"), was incorporated on the 3rd day of February, 1969, pursuant to
the General Corporation Law of the State of Delaware.
SECOND: That the Surviving Corporation owns all of the outstanding shares
of stock of Allen Telecom Group, Inc., a Delaware corporation incorporated on
the 26th day of October, 1988, pursuant to the General Corporation Law of the
State of Delaware (the "Merged Corporation").
THIRD: That the Surviving Corporation, by the following resolutions of its
Board of Directors, duly adopted at a meeting held on the 5th day of December,
1996, determined to merge into itself said Merged Corporation:
NOW, THEREFORE, BE IT RESOLVED, that, pursuant to the provisions of
Section 253 of the Delaware General Corporation Law, the Board of
Directors of the Surviving Corporation hereby approves the merger of
the Merged Corporation with and into the Surviving Corporation (the
"Merger") and, on the effective date of the Merger:
(a) The Surviving Corporation shall be the surviving
corporation of the Merger, and shall continue to exist as a
domestic
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corporation under the laws of the State of Delaware, with all of
the rights and obligations of a surviving domestic corporation as
are provided by the Delaware General Corporation Law, including,
without limitation, the obligation to satisfy all of the
obligations, if any, of the Merged Corporation; and
(b) The Merged Corporation shall cease to exist and its
property shall become the property of the Surviving Corporation
as the surviving corporation.
FURTHER RESOLVED, that the Merger shall be effective at the close of
business on February 28, 1997;
FURTHER RESOLVED, that the Surviving Corporation change its name by
amending and restating in its entirety Article FIRST of its Restated
Certificate of Incorporation, as amended, to read as follows:
"FIRST: The name of the corporation is Allen Telecom Inc."
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FURTHER RESOLVED, that all authorized and outstanding shares of stock
of the Merged Corporation shall be canceled on the effective date of
the Merger, and the certificates representing such shares shall be
surrendered to the Surviving Corporation and canceled;
FURTHER RESOLVED, that, notwithstanding any of the foregoing, the
Board of Directors of the Surviving Corporation at any time prior to
the effectiveness of the Merger, and for any reason it may deem
sufficient and proper, shall have the power and authority to abandon
the Merger as set forth herein;
FURTHER RESOLVED, that the officers of the Surviving Corporation, and
each of them, hereby are authorized and empowered (1) to make and
execute a Certificate of Ownership and Merger setting forth the
resolutions of the Board of Directors of the Surviving Corporation
approving the Merger and the assumption by the Surviving Corporation
of the Merged Corporation's liabilities and obligations, and the date
of adoption thereof, (2) to cause the Certificate of Ownership and
Merger to be filed with the Secretary of State of Delaware and (3) to
do all acts and deeds, whether within or without the State of
Delaware, which may be necessary or proper to effect, or which may be
advisable in connection with, the Merger; and
FURTHER RESOLVED, that the officers of the Surviving Corporation, and
each of them, hereby are authorized and empowered, in the name and on
behalf of the Surviving Corporation, to execute and deliver such
additional agreements,
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instruments and documents, and to take or cause to be taken such other
actions, as any such officer may determine to be necessary or
desirable, in order to implement the immediately preceding resolutions
and consummate the transactions contemplated thereby, each such
agreement, instrument and document to be in such form and to contain
such terms and conditions, consistent with the foregoing resolutions,
as the officer of the Surviving Corporation executing the same may in
his discretion approve, the execution and delivery thereof by such
officer or the taking of such action to constitute conclusive evidence
of such determination and approval and that the same are in accordance
with these resolutions and are the duly authorized acts of the
Surviving Corporation.
FOURTH: That anything herein or elsewhere to the contrary notwithstanding,
the terms of the Merger may be amended or the Merger may be terminated and
abandoned by the Board of Directors of the Surviving Corporation at any time
prior to the date of filing this Certificate of Ownership and Merger with the
Secretary of State of Delaware.
IN WITNESS WHEREOF, said The Allen Group Inc. has caused this Certificate
of Ownership and Merger to be signed by McDara P. Folan, III, its Vice
President, this _____ day of February, 1997.
THE ALLEN GROUP INC.
By: /s/ McDara P. Folan, III
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McDara P. Folan, III, Vice President
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