Exhibit 3.1y
Corporations Section Geoffrey S. Connor
P.O. Box 13697 Secretary of State
Austin, Texas 78711-3697
THE STATE OF TEXAS
SEAL
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF MERGER
The undersigned, as Secretary of State of Texas, hereby certifies that the
attached articles of merger of
GT SEED INTERNATIONAL COMPANY
Domestic Business Corporation
[Filing Number: 112046400]
Into
UNIROYAL CHEMICAL COMPANY, INC.
Foreign Business Corporation
NJ, USA
[Filing Number: 6722006]
have been filed in this office as of the date of this certificate.
Accordingly, the undersigned, as Secretary of State, and by the virtue of the
authority vested in the secretary by law, hereby issues this certificate of
merger.
Dated: 12/13/2004
Effective: 12/15/2004
THE STATE OF TEXAS
SEAL /s/ Geoffrey S. Connor
Geoffrey S. Connor
Secretary of State
Come visit us on the internet at htt://www.sos.state.tx.us/
Fax: (512) 463-5709
Phone: (512) 463-5555 TTY: 7-1-1
Prepared by: Lisa Sartin Document: 77082280002
ARTICLES OF MERGER
OF
GT SEED INTERNATIONAL COMPANY
AND
UNIROYAL CHEMICAL COMPANY, INC.
To the Secretary of State
State of Texas
Pursuant to the provisions of the Texas Business Corporation Act, the domestic
corporation and the foreign corporation herein named do hereby adopt the
following articles of merger for the purpose of merging the domestic corporation
with and into the foreign corporation.
1. The names of the constituent corporations are GT SEED INTERNATIONAL COMPANY,
which is a business corporation organized under the laws of the State of Texas,
and which is subject to the provisions of the Texas Business Corporation Act,
and UNIROYAL CHEMICAL COMPANY, INC., which is a business corporation organized
under the laws of the State of New Jersey.
2. Annexed hereto and made a part hereof is the Plan of Merger for merging GT
SEED INTERNATIONAL COMPANY with and into UNIROYAL CHEMICAL COMPANY, INC. as
approved by the directors and the shareholders of the said constituent
corporations.
3. The number of shares of GT SEED INTERNATIONAL COMPANY which were outstanding
at the time of the approval of the Plan of Merger by its shareholders and their
adoption of a resolution authorizing the merger is one hundred (100), all of
which are of one class.
4. The approval of the Plan of Merger by the shareholders of GT SEED
INTERNATIONAL COMPANY was by written consent, which has been given in accordance
with the provisions of Article 9.10 of the Texas Business Corporation Act, and
any written notice required by that Article has been given.
5. The approval of the Plan of Merger was duly authorized by all action required
by the laws under which UNIROYAL CHEMICAL COMPANY, INC. was incorporated and by
its constituent documents.
6. UNIROYAL CHEMICAL COMPANY, INC. will continue to exist as the surviving
corporation pursuant to the provisions of the laws of the State of New Jersey
and will be governed by said laws.
7. The merger herein provided for shall be effective in the State of Texas on
December 15th, 2004.
Executed on December 1st, 2004
GT SEED INTERNATIONAL COMPANY
By: /s/ Lynn A. Schefsky
----------------------------
Lynn A. Schefsky
President
UNIROYAL CHEMICAL COMPANY, INC.
By: /s/ Arthur C. Fullerton
----------------------------
Arthur C. Fullerton
Vice President and Secretary
Uniroyal Chemical Company, Inc.
199 Benson Road
Middlebury, CT 06749
PLAN OF MERGER
PLAN OF MERGER APPROVED on December 1st, 2004 by GT SEED INTERNATIONAL COMPANY,
a corporation of the State of Texas, and by resolution adopted by its Board of
Directors on said date, and approved on December 1st, 2004 by UNIROYAL CHEMICAL
COMPANY, INC., a corporation of the State of the State of New Jersey, and by
resolution adopted by its Board of Directors on said date.
1. GT SEED INTERNATIONAL COMPANY and UNIROYAL CHEMICAL COMPANY, INC. shall,
pursuant to the provisions of the Texas Business Corporation Act and of the laws
of the State of New Jersey, be merged with and into a single corporation, to
wit, UNIROYAL CHEMICAL COMPANY, INC., which shall be the surviving corporation
upon the effective date of the merger and which is sometimes hereinafter
referred to as the "surviving corporation". The surviving corporation shall be
governed by the laws of the State of New Jersey, which is the jurisdiction of
its organization. The separate existence of GT SEED INTERNATIONAL COMPANY, which
is sometimes hereinafter referred to as the "terminating corporation", shall
cease upon the effective date of the merger in accordance with the provisions of
the Texas Business Corporation Act.
2. The certificate of incorporation of the surviving corporation as in force and
effect upon the effective date of the merger in the jurisdiction of its
organization shall be the certificate of incorporation of said surviving
corporation and said certificate of incorporation, shall continue in full force
and effect until amended and changed in the manner prescribed by the laws of the
jurisdiction of its organization.
3. The by-laws of the surviving corporation as in force and effect upon the
effective date of the merger will be the by-laws of said surviving corporation
and will continue in full force and effect until changed, altered, or amended as
therein provided and in the manner prescribed by the provisions of the laws of
the jurisdiction of its organization.
4. The directors and officers in office of the surviving corporation upon the
effective date of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom shall
hold their directorships and offices until the election and qualification of
their respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the surviving corporation.
5. Each issued share of the terminating corporation will, upon the effective
date of the merger, be extinguished. The issued shares of the surviving
corporation shall not be converted in any manner, but each said share that is
issued as of the effective date of the merger shall continue to represent one
issued share of the surviving corporation.
6. Pursuant to Article 5.04 of the Texas Business Corporation Act, the surviving
corporation will be responsible for the payment of all fees and franchise taxes
as required by law, and the surviving corporation will pay such fees and
franchise taxes if the same are not timely paid.
7. The Plan of Merger herein made and approved shall be submitted to the
shareholders of the terminating corporation for their approval or rejection in
the manner prescribed by the provisions of the Texas Business Corporation Act
and to the shareholders of the surviving corporation for their approval or
rejection in the manner prescribed by the laws of the jurisdiction of its
organization.
8. In the event that the Plan of Merger shall have been approved by the
shareholders of the terminating corporation and the merger shall have been
authorized by their duly adopted resolution in the manner prescribed by the
provisions of the Texas Business Corporation Act, and in the event that the Plan
of Merger shall have been approved by the shareholders of the surviving
corporation in compliance with the provisions of the laws of the jurisdiction of
its organization, the terminating corporation and the surviving corporation
hereby stipulate that they will cause to be executed and filed and/or recorded
any document or documents prescribed by the laws of the State of Texas and of
the State of New Jersey, and that they will cause to be performed all necessary
acts therein and elsewhere to effectuate the merger.
9. The effective date of the merger herein provided for in the State of Texas
shall be December 15th, 2004.