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EXHIBIT 3.3
CERTIFICATE OF MERGER
OF
BIRMAN MANAGED CARE, INC. - DELAWARE
AND
BIRMAN MANAGED CARE, INC.
It is herby certified that:
1. The constituent business corporations participating in the merger
herein certified are:
(i) BIRMAN MANAGED CARE, INC. - DELAWARE, which is incorporated under the
laws of the State of Delaware; and
(ii) BIRMAN MANAGED CARE, INC., which is incorporated under the laws of
the State of Tennessee.
2. An Agreement and Plan of Merger has been approved, adopted, certified,
executed, and acknowledged by each of the aforesaid constituent corporations in
accordance with the provisions of subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware and Sections 48-21-104 and 48-21-105 of
the Tennessee Business Corporation Act.
3. The name of the surviving corporation in the merger herein certified is
BIRMAN MANAGED CARE, INC.-DELAWARE, which will continue its existence as said
surviving corporation under the name Birman Managed Care, Inc.
4. The Certificate of Incorporation of BIRMAN MANAGED CARE,
INC. - DELAWARE, as in effect immediately prior to such merger, shall continue
to be the Certificate of Incorporation of the surviving corporation, except that
Article FIRST shall be amended to change the name of the surviving corporation
to Birman Managed Care, Inc.
5. The executed Agreement and Plan of Merger between the aforesaid
constituent corporations is on file at the office of the aforesaid surviving
corporation, the address of which is as follows:
Birman Managed Care, Inc.
502 Gould Drive
Cookeville, Tennessee 38506
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6. A copy of the aforesaid Agreement and Plan of Merger will be
furnished by the aforesaid surviving corporation, on request and without cost,
to any stockholder of either of the aforesaid constituent corporations.
7. The authorized capital stock of Birman Managed Care, Inc.,
the Tennessee corporation, consists of twenty million shares (20,000,000) of
which fifteen million (15,000,000) share are common stock with a par value of
$.001 per share, and five million (5,000,000) shares are preferred stock with a
par value of $.001 per share.
Dated: ,1996
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BIRMAN MANAGED CARE, INC. -
DELAWARE, a Delaware corporation
By: /s/ David N. Birman, MD
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David N. Birman, M.D.
President and Chief Executive
Officer
ATTEST:
/s/ Robert D. Arkin
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Name: Robert D. Arkin
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Its: Secretary
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Dated: August , 1996
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BIRMAN MANAGED CARE, INC., a
Tennessee corporation
By: /s/ David N. Birman
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David N. Birman, M.D.,
President and Chief
Executive Officer
ATTEST
/s/ Robert D. Arkin
- --------------------------------
Name: Robert D. Arkin
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Its: Secretary
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