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10-K
ICONIX BRAND GROUP, INC. filed this Form 10-K on 03/28/2019
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State of Delaware

Secretary of State

Division of Corporations

Delivered 12:26 PM 06/29/2005

FILED 12: 05 PM 06/29/2005

SRV  050541901 - 0864972 FILE

CERTIFICATE OF OWNERSHIP AND MERGER

OF

ICONIX BRAND GROUP, INC.

INTO

CANDIE’S, INC.

 

 

Adopted in accordance with the provisions of

Section  253 of the Delaware General Corporation  Law

 

 

CANDIE’S, INC., a Delaware corporation, desiring to merge with  ICONIX  BRAND GROUP, INC., a Delaware corporation, pursuant to the provisions of Section 253 of the Delaware General  Corporation  Law,  hereby certifies  as follows:

1. Candie’s, Inc. is a corporation formed under the laws of the State of Delaware (the “Corporation”).

2. The Corporation is the owner of all of  the outstanding shares of each class  of stock of Iconix Brand Group, Inc., a corporation formed under the laws of  the  State  of  Delaware.

3. On June 28, 2005, the Board of Directors of the Corporation adopted the following resolutions to merge Iconix Brand Group, Inc. into the Corporation:

“WHEREAS, the Corporation owns 100% of the issued and outstanding common stock of the Iconix Brand Group, Inc. (“Subsidiary”); and

WHEREAS, it is in the best interests of the Corporation to  merge  the Subsidiary with and into the Corporation in order that all the estate, property, rights, privileges and franchises of  the Subsidiary  shall vest in  and be possessed  by the Corporation;

NOW, THEREFORE, be it:

RESOLVED, that the Board of Directors of the Corporation  hereby approves and adopts the following plan to merge the Subsidiary into the Corporation:

1. The name of the corporation proposing to merge is Iconix Brand Group, Inc. (the “Subsidiary”) and the name of the surviving corporation is Candie’s, Inc. (the “Corporation”)

2. The Subsidiary shall merge into the Corporation and upon the effective date of such merger the Subsidiary shall cease to exist and shall no longer exercise its powers, privileges and franchises subject to the laws of the State of Delaware. The Corporation  shall  succeed to the property and assets of and exercise all the powers, privileges and franchises of the Subsidiary and shall assume and be liable for all of the debts and  liabilities, if any, of the Subsidiary.

 


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