EXHIBIT 3.1.4
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
CNS RESPONSE, INC.,
(A DELAWARE CORPORATION)
WITH AND INTO
STRATIVATION, INC.,
(A DELAWARE CORPORATION)
(under Section 253 of the General Corporation Law of the State of Delaware)
The undersigned, on behalf of Strativation, Inc., a corporation duly
organized and existing under the laws of the State of Delaware:
DOES HEREBY CERTIFY:
FIRST: Strativation, Inc. (the "COMPANY"), was incorporated on the 20th
day of March, 1987 pursuant to the General Corporation Law of the State of
Delaware (the "DGCL"), the provisions of which permit the merger of one or more
subsidiary corporations organized and existing under the laws of said State into
a parent corporation organized and existing under the laws of said State.
SECOND: The Company owns 100% of the issued and outstanding shares of
the common stock of CNS Response, Inc. ("MergerCo"), a corporation incorporated
on the 19th day of January, 2007 pursuant to the DGCL, and having no class of
stock outstanding other than such common stock.
THIRD: That the Company, by the following resolutions adopted by its
Board of Directors, duly adopted by unanimous written consent of the members
thereof on March 6, 2007, determined to merge MergerCo into itself, effective as
set forth below:
WHEREAS, the Company lawfully owns 100% of the issued and
outstanding shares of the common stock of CNS Response, Inc., a
Delaware corporation ("MERGERCO");
WHEREAS, MergerCo has no class of stock outstanding other than
common stock; and
WHEREAS, there has been presented a form of Certificate of
Ownership and Merger, and certain other agreements and other writings
(collectively, the "MERGER DOCUMENTS") to accomplish the merger of
MergerCo into the Company pursuant to Section 253 of the General
Corporation Law of the State of Delaware ("MERGER");
WHEREAS, pursuant to the Merger, the separate existence of
MergerCo shall cease, the outstanding capital stock of MergerCo shall
be cancelled, and the Company shall assume of all of the obligations
and liabilities of MergerCo and shall be subject to all the debts and
liabilities of MergerCo in the same manner as
if the Company had itself incurred them, and each share of the capital
stock of the Company shall remain outstanding and unaffected; and
WHEREAS, upon the effective date of the Merger, the Company
shall relinquish its corporate name and assume in its place thereof the
name of MergerCo, which is "CNS Response, Inc." ("NAME CHANGE");
NOW, THEREFORE, BE IT RESOLVED, that the Merger including the
Name Change and assumption of all of the obligations and liabilities of
MergerCo by the Company and the transactions contemplated under the
Merger Documents are hereby adopted and approved;
RESOLVED FURTHER, that the forms, terms and provisions of the
Merger Documents are hereby adopted and approved;
RESOLVED FURTHER, upon the proposed Merger becoming effective
and without any action on the part of any holder thereof each
outstanding share of the common stock of MergerCo shall be cancelled
without consideration therefor;
RESOLVED FURTHER, that the officers of the Company, and each
of them, are hereby authorized and directed to cause the Company to
perform its obligations under the Merger Documents and to consummate
the transactions contemplated thereby, including the Name Change;
RESOLVED FURTHER, that the officers of the Company, and each
of them, are hereby authorized, for and on behalf of the Company, to
modify, amend or revise the forms, terms and provisions of the Merger
Documents, to execute, deliver and/or file any and all documents,
certificates, instruments, agreements and notices, and to perform or
cause to be performed any and all acts as may, in their judgment, be
necessary or desirable to accomplish the purposes of the foregoing
resolutions and the transactions contemplated thereby and the Merger
Documents therein approved whether within or without the State of
Delaware and any other state necessary, the making of any such
modification, amendment or revision, the taking of any such actions
and/or the execution, delivery or filing of any such documents or
instruments shall be conclusive evidence that the individual making
such modification, amendment or revision, taking such action and/or
executing, delivering or filing such document or instrument has deemed
the same to be necessary or advisable;
RESOLVED FURTHER, that the officers of the Company, and each
of them, are hereby authorized, directed and empowered by and on behalf
of the Company to cause any notice required by the securities laws of
any state or jurisdiction to be prepared and filed on behalf of the
Company with the appropriate securities regulatory agency together with
any required consent to service of process and the payment of any
requisite fee; and
RESOLVED FURTHER, that the actions of the officers and other
agents of the Company and each of them, previously taken in connection
with the
2
negotiation of the Merger and/or the preparation of the forms, terms
and provisions of the Merger Documents are hereby adopted and
approved."
FOURTH: That the proposed Merger has been adopted approved, certified,
executed and acknowledged by the Company and the board of directors of MergerCo
in accordance with the laws of Delaware.
FIFTH: The merger is effective upon filing of this Certificate of
Ownership and Merger.
3
IN WITNESS WHEREOF, the Company has caused this Certificate to be
signed by an authorized officer this 6th day of March, 2007.
STRATIVATION, INC.
a Delaware corporation
By: /s/ Leonard J. Brandt
-----------------------------------------
Leonard J. Brandt, President
4