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4.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
EDGEWATER TECHNOLOGY, INC.
WITH AND INTO
STAFFMARK, INC.
Pursuant to Section 253 of the
General Corporation Law of the State of Delaware
StaffMark, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Company"),
DOES HEREBY CERTIFY:
FIRST: That the Company was incorporated on March 12, 1996, pursuant to
the General Corporation Law of the State of Delaware (the "DGCL").
SECOND: That the Company owns all of the outstanding capital stock of all
classes of Edgewater Technology, Inc., a Delaware corporation incorporated on
June 26, 2000 pursuant to the DGCL (the "Subsidiary Corporation").
THIRD: That the Company, by resolutions of its Board of Directors duly
adopted on May 15, 2000, as set forth on Exhibit A hereto, determined to merge
into itself the Subsidiary Corporation (the "Merger").
FOURTH: That upon the effectiveness of the Merger, the name of the Company
as specified in Article One of the Company's Certificate of Incorporation shall
be changed to:
Edgewater Technology, Inc.
IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership
and Merger to be duly executed in its corporate name on the 28th day of June,
2000, in accordance with Sections 103 and 253 of the DGCL.
STAFFMARK, INC.
By: /s/ GORDON Y. ALLISON
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Name: Gordon Y. Allison, Esq.
Title: Executive Vice President and
General Counsel
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Exhibit A
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RESOLUTIONS OF THE
BOARD OF DIRECTORS OF
STAFFMARK, INC.
RESOLVED, that Edgewater Technology, Inc., a Delaware corporation to be
incorporated as a wholly-owned subsidiary of the Company following a name change
involving a separate wholly-owned subsidiary of the same name (the
"Subsidiary"), shall be merged with and into StaffMark, Inc., a Delaware
corporation (the "Company"), pursuant to Section 253 (the "Merger") of the
General Corporation Law of the State of Delaware (the "DGCL"); and that the
Merger shall become effective following the consummation of the Company's sale
of the Company's Commercial Services Division to Stephens Group, Inc. and the
corporate existence of the Subsidiary shall cease upon the filing of a
Certificate of Ownership and Merger with the Secretary of State of the State of
Delaware pursuant to the applicable provisions of the DGCL with respect to the
Merger or at such later time as is specified therein (such time being called the
"Effective Time"); and it is further
RESOLVED, that the Company shall be the surviving corporation in the Merger
(the "Surviving Corporation"), which shall continue its corporate existence
under the DGCL, including the provisions of Section 259 thereof, and shall
possess all rights and assets of each of the Company and the Subsidiary (the
"Constituent Corporations") in the Merger and be subject to all the liabilities
and obligations of each of the Constituent Corporations in accordance with the
provisions of the DGCL; and it is further
RESOLVED, that from and after the Effective Time, the name of the Company
as specified in Article One of the Company's Certificate of Incorporation shall
be changed to:
Edgewater Technology, Inc.
RESOLVED, that except as hereinabove provided in these resolutions with
respect to the name of the Company, the Certificate of Incorporation of the
Company shall continue in full force and effect as the Certificate of
Incorporation of the Surviving Corporation; and it is further
RESOLVED, that the officers of the Company be, and they hereby are,
authorized, empowered, and directed to prepare, execute and cause to be filed
all certificates, applications, instruments, reports or other documents as may
be required by the law of any state, territory, dependency or country in which
the Company transacts business as a foreign corporation in order to effect the
change of name of the Company in such state, territory, dependency or country
and to do all other acts and things whatsoever which they shall determine to be
necessary or appropriate to effect said change of name in such jurisdiction or
jurisdictions; and it is further
RESOLVED, that the officers of the Company be, and they hereby are,
authorized, empowered and directed to determine the date of filing of the
Certificate of Ownership and Merger under the DGCL and to do and perform all
such further acts and things as they shall determine to be necessary or
advisable in order to effectuate the purpose of the foregoing resolutions; and
it is further
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RESOLVED, that any acts of any officer or officers of the Company, and any
person or persons designated and authorized to act by any officer of the
Company, on behalf of the Company, which acts would have been authorized by the
foregoing resolutions except that such acts were taken prior to the adoption of
such resolutions, are hereby severally ratified, confirmed, approved and adopted
as the acts of the Company.
