Exhibit 2.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
ARCH WIRELESS, INC.
INTO
ARCH COMMUNICATIONS GROUP, INC.
Pursuant to Section 253 of the General Corporation Law of the State of
Delaware, Arch Communications Group, Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
does hereby certify:
FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.
SECOND: That the Corporation owns all of the outstanding shares of the
capital stock of Arch Wireless, Inc., a Delaware corporation (the "Subsidiary").
THIRD: That the Corporation, by the following resolutions of its Board of
Directors, duly adopted by written consent on September 15, 2000, determined to
merge Subsidiary into the Corporation and change the Corporation's corporate
name to "Arch Wireless, Inc." on the conditions set forth in such resolutions:
RESOLVED: That the Corporation is hereby authorized to make a
capital contribution in the amount of one dollar
($1.00) in exchange for all of the outstanding shares
of capital stock of Arch Wireless, Inc., a Delaware
corporation formed solely for the purpose of effecting
a change in the corporate name of the Corporation (the
"Subsidiary").
RESOLVED: That following its acquisition of all of the
outstanding shares of capital stock of the Subsidiary,
the Corporation shall, pursuant to Section 253 of the
Delaware Code, merge into itself the Subsidiary and
shall assume all of the Subsidiary's liabilities and
obligations (the "Merger"); and that upon the
effectiveness of the Merger, the Corporation's
corporate name shall be changed to "Arch Wireless,
Inc."
RESOLVED: That the Corporation, as the sole stockholder of the
Subsidiary, be and hereby is authorized to take such
actions as are necessary or appropriate to effect the
Merger.
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RESOLVED: That each of the Chairman of the Board and Chief
Executive Officer, the President and Chief Operating
Officer, the Executive Vice President and Chief
Financial Officer and the Senior Vice President,
General Counsel and Secretary of the Corporation be and
hereby is authorized and directed to prepare, execute
and file with the Secretary of State of the State of
Delaware a Certificate of Ownership and Merger setting
forth a copy of the resolutions to merge the Subsidiary
into the Corporation and to assume the liabilities and
obligations of said Subsidiary and to change the
Corporation's corporate name to "Arch Wireless, Inc."
upon the effectiveness of the Merger, the execution and
filing thereof to be conclusive evidence of such
approval and the authorization therefor by the Board of
Directors of the Corporation.
FOURTH: That the Merger of Subsidiary into the Corporation be effective as
of Monday, September 25, 2000 at 9:00 am (EST).
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IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed and this Certificate of Ownership and Merger to be signed by its
Chairman of the Board and Chief Executive Officer this 20th day of September,
2000.
ARCH COMMUNICATIONS GROUP, INC.
By: /s/ C.E. Baker, Jr.
___________________________
C. Edward Baker, Jr.
Chairman of the Board and
Chief Executive Officer
[CORPORATE SEAL]
