3. The shares of the Subsidiary shall not be converted as a result of the merger, but shall be cancelled, and the authorized capital stock of the Corporation shall be and remain the same as before the merger.
4. The Certificate of Incorporation of the Corporation shall be amended to change the name of the Corporation to Iconix Brand Group, Inc. upon the effective date of the merger.
RESOLVED, that the President of the Corporation, or such other officer of the Corporation designated by the President, is hereby authorized to execute, in the name of the Corporation, a Certificate of Merger, and to file such Certificate in the Office of the Secretary of State of the State of Delaware, and to do all the other acts and things that may be necessary to carry out and effectuate the purpose of these resolutions.”
4. The effective time and date of the merger shall be 9 A.M., July 1, 2005.