Document 6RNe2LQbXpaBeQ8NagXrzg9pR

87705806 I CERTIFICATE OF OWNERSHIP AND MERGER FILED FEB Bt7 I fill merging American Hoechst Corporation -------- I maeiwrim /an with and into Celnnese Corporation Pursuant to Section 253 of the General Corporation Law of the State of Delaware American Hoechst Corporation, a corporation orga nized and existing under the laws of the State of Delaware {the `Corporation*), DOES HEREBY CERTIFY THAT: FIRST: The Corporat lot is a corporation organized and existing under the laws of the State of Delaware and its Certificate of Incorporation was filed in the Office of the Secretary of State of the State of, Delaware on December *1, 1968. SECOND: Celanese Corporation (the "Subsidiary") is a corporation organized and existing under the laws of the State of Delaware and its Certificate of Incorporation was filed in the office of the Secretary of State of the State cf Delaware on January 5, 1918. THIRD: The Corporation owns all of the outstanding shares of the Common Stock, par value S.10 per share, of the Subsidiary, and there is no other class of stock of the Sub sidiary outstanding. HNA 27131 FOURTH: The Board of Directors of the Corporation determined 'o merge the Corporation with and into the Subsi diary effective upon the filing of this Certificate and, on February 27, 1987, duly adopted the resolutions attached hereto as Annex 1. FIFTH: The merger of the Corporation with and into the Subsidiary, with the Subsidiary being the surviving corpo ration (the "Surviving Corporation"), in accordance with the Plan of Merger attached as Exhibit A to Annex 1 hereto, was duly approved on February 27, 1987, in accordance with Section 228 of the General Corporation Law of the Stat-e of Delaware, by written consent of the sole holder of the Common Stock, par value $100 per share, of the Corporation, which is the only class of capital stock of the Corporation outstanding. SIXTH: The merger shall become effective upon the filing of this Certificate with the Secretary of State of Delaware (the "Effective Time"). SEVENTH: The Restated Certificate of Incorporation of the Subsidiary in effect immediately prior to the Effective Time shall be the Restated Certificate of Incorpo ration of the Surviving Corporation except that Article FIRST thereof shall be amended at the Effective Time in its entirety to read as follows: "FIRST: The name of the Corporation is Hoechst Celanese Corporation." 4 HNA 27132 EIGHTH: At the Effective Time, by virtue of the merger and without any action on the part of the Corporation, the Subsidiary or the holder of any of the following securi ties: (a) Each share of Common Stock, par value $.10 per share, of the Subsidiary issued and outstanding immediately prior to the Effective Time shall be cancelled and retired and no payment or other consideration shall be made with respect thereto. (b) Each 2,678.4579 shares of Common Stock, par value $100 per share, of the Corporation issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter shall represent one validly issued, fully paid and nonassessable share of Common Stock, par value $.10 per share, of the Surviving Corporation. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed and acknowledged by its duly authorized officers on this// day of-rtls+TCfn 1987. AMERICAN HOECHST CORPORATION Attest: Dieter zur Loye President S Chief Executive Officer H. (*. Fticke Secretary 3 :r it v f HNA 27133 annex I RESOLVED, that, whereas (1) this Corpora tion is the legal and beneficial owner of all of the outstanding shares of the Common Stock, par value $.10 per share ("Common Stock"), of Celanese Corporation, i Delaware corporation ("Cel ncse"), (2) the Common Stock is the onli issued and outstanding class of stock of Celanese, and (3) this Corporation desires to merge itself with and into Celanese (the "Merger") pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware, therefore, subject to the approval of the sole stockholder of this Corporation, this Corporation shalL be merged with and into Celanese; and further RESOLVED, that the terms and conditions of. the Merger shall be as set forth in the Plan of Merger presented to this meeting, which is incorporated into these resolutions by this reference thereto; and further RESOLVED, that, as provided in the aforesaid Plan of Merger, the name of the surviving corporation in the merger shall be changed to Hoechst Celanese Corporation; and further RESOLVED, that the aforesaid Plan of Merger be submitted to the sole stockholder of this Corporation for its approval; and further RESOLVED, that the President Chief Executive Officer of this Corporation be and he hereby is authorized to make and execute, and the Secretary or the Assistant Secretary of this Corporation be and each of them hereby is authorized to attest, a Certificate of Ownership and Merger setting forth a copy of these resolutions providing for the Merger and the date of adoption hereof, and to cause the same to be filed with the Secretary of State of Delaware and a certified copy recorded in the office of the Recorder of Deeds, and to do all acts and things, whatsoever, whether within or without the State of Delaware, which may be in any way necessary or appropriate to effect the Merger. PLAN OF MERGER merging American Hoechst Corporation with and into Celanese Corporation SECTION l.l. The Meraer. Effective upon filinq a HNA 27135 PLAN OF MERGER merging American Hoechst Corporation with and into Celanese Corporation SECTION 1.1. The Merger. Effective upon filing a Certificate of Ownership and Merger with the Secretary of State of Delaware pursuant to Section 253 of the General Corporation Law of Delaware (the "Effective Time"), American Hoechst Corporation, a Delaware corporation ("Parent"), shall be merged with and into Celanese Corporation, a Delaware cor poration (the "Subsidiary"), the separate corporate existence of Parent shall cease, and the Subsidiary shall continue as the surviving corporation (the "Merger"). The Subsidiary and Parent are hereinafter sometimes referred to as the "Consti tuent Corporations" and the Subsidiary as the surviving cor poration after the Merger is hereinafter sometimes referred tc as the "Surviving Corporation*. SECTION 1.2. Effect of the Merger. At the Effec tive Time, the effect of the Merger shall be as provided in the applicable provisions or Delaware law. without limiting the generality of the foregoing, and subject thereto, at the Effective Time all rights, privileges, powers and franchises of the Constituent Corporations shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Constituent Corporations shall become the debts, liabilities and duties of the Surviving Corporation. SECTION 1.3. Certificate of IncorPCLl.a.tionr..BytL.&ws. Directors and Officers. (a) The Restated Certificate of Incorporation of the Subsidiary in effect immediately prior to the Effective Time shall be the Restated Certificate of Incorporation of the Surviving Corporation except that Article FIRST thereof shall be amended at the Effective Time in its entirety to read as follows: "FIRST: The name of .the .Corporation is Koechst Celancse Corporation.* (b) At the Effective Time, the By-Laws of the Subsidiary, as in effect immediately prior to the Effective Time, shall be the By-Laws of the Surviving Corporation unless and until thereafter amended as provided by law, the Restated Certificate of Incorporation of the Surviving Corporation and such By-Laws. (c) The following persons shall be the initial directors of the Surviving Corporation, to serve until their successors are elected and qualified: Juergen Dormann Richard M. Clarke Dr. Ernest K. Drew Harry B. Bartley James J. Bigham John N. Lauer Dieter zur Loye Dr. Hurbert E. Huckel Harry R. Benz Gerald P. Elden Dr. Heinz K. Hofmeister Dr. Hans F. Kolzapfel The officers of the Subsidiary immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, until their successors are elected or appointed and qualified. If, at the Effective Time, a vacancy shall exist on the Board of Directors or in any office of the Surviving Corporation, such vacancy may thereafter be fil led in the manner provided by law. SECTION 1.4. Conversion of Securities. At the Effective Time, by virtue of the (Merger and without any action on the part of Parent, the Subsidiary or the holder any of the following securities: of (a) Each share of Common Stock, par value $.10 per share, of the Subsidiary issued and outstanding immediately prior to the Effective Time shall be cancelled and retired and no payment or other consideration shall be made with respect thereto. (b) Each 2,678.4579 shares of Common Stock, par value $100 per share, of Parent issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter shall represent one validly issued, fully paid and non-assessable share of Common Stock, par value $.10 per share, of the Surviving Corporation. 2 HNA 27137 &tatp nf Splaroarr SECRETARY OF STATE DIVISION OF CORPORATIONS P.O. BOX S98 DOVER. DELAWARE 19903 950264660 9223992 KLEBERG & HEAD 1200 NATIONSBANK CENTER NORTH S00 NORTH WATER STREET CORPUS CHRISTI TX ATTN; TOM C. WHEAT 78471 AMERICAN HOECHST CORPORATION 0695223 8100 Certified Copy Certification Fee Document Page Fee FILING TOTAL TOTAL PAYMENTS SERVICE REQUEST BALANCE 12-11-95 rTTWl'M 20.00 6.00 26.00 26.00 .00 HNA 27138 State ofDelaware Office of the Secretary of State PAGE 1 I . EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE. DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP. WHICH MERGES: "AMERICAN HOECHST CORPORATION". A DELAWARE CORPORATION. WITH AND INTO "CELANESE CORPORATION" UNDER THE NAME OF "HOECHST CELANESE CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-SEVENTH DAY OF FEBRUARY. A.D. 1987. AT 1 O'CLOCK P.M. 0695223 8100M 950264660 AUTHENTICATION: DATE: 7743993 12-11-9S HNA 27130