CERTIFICATE OF OWNERSHIP AND MERGER

 

MERGING

 

MAGELLAN HEALTH, INC.

 

WITH AND INTO

 

MAGELLAN HEALTH SERVICES, INC.

 

Pursuant to Section 253 of the
General Corporation Law of the State of Delaware

 

Magellan Health Services, Inc., a Delaware corporation (the “Company”), does hereby certify to the following facts relating to the merger (the “Merger”) of Magellan Health, Inc., a Delaware corporation (the “Subsidiary”), with and into the Company, with the Company remaining as the surviving corporation under the name of Magellan Health, Inc.:

 

FIRST:                                The Company is incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).  The Subsidiary is incorporated pursuant to the DGCL.

 

SECOND:                 The Company owns all of the outstanding shares of each class of capital stock of the Subsidiary.

 

THIRD:                           The Board of Directors of the Company, by the following resolutions duly, determined to merge the Subsidiary with and into the Company pursuant to Section 253 of the DGCL:

 

WHEREAS, the Company desires to change its name to Magellan Health, Inc. pursuant to Section 253(b) of the General Corporation Law (the “Name Change”);

 

WHEREAS, in order to effect the Name Change, the Company desires to incorporate a corporation named Magellan Health, Inc. (the “Subsidiary”) under the General Corporation Law

 



 

and to acquire one (1) share of Common Stock, par value of $.01 per share, of the Subsidiary (collectively, the “Incorporation”);

 

WHEREAS, following the effectiveness of the Incorporation, the Company will own all of the outstanding shares of the capital stock of the Subsidiary; and

 

WHEREAS, in order to effect the Name Change the Board of Directors of the Company has deemed it advisable that the Subsidiary be merged with and into the Company (the “Merger”) pursuant to Section 253 of the General Corporation following the effectiveness of the Incorporation.

 

NOW, THEREFORE, BE IT AND IT HEREBY IS

 

RESOLVED, that the Incorporation is hereby authorized and approved in all respects; and it is further

 

RESOLVED, that following the Incorporation, the Company is hereby authorized to effect the Name Change by merging the Subsidiary with and into the Company pursuant to Section 253 of the General Corporation Law; and it is further

 

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of capital stock of the Company shall remain unchanged and continue to remain outstanding as one share of capital stock of the Company, held by the person who was the holder of such share immediately prior to the Merger; and it is further

 

RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of Common Stock, par value $0.01 per share, of the Subsidiary shall be cancelled and no consideration shall be issued in respect thereof; and it is further

 

RESOLVED, that the Amended and Restated Certificate of Incorporation of the Company as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that ARTICLE FIRST thereof shall be amended to read in its entirety as follows:

 

“ARTICLE FIRST:  Name. The name of the Corporation is Magellan Health, Inc.”

 

RESOLVED, that the proper officers of the Company be and they hereby are authorized and directed to do all acts and

 

2



 

things that may be necessary to carry out and effectuate the purpose and intent of the resolutions relating to the Name Change, the Incorporation and the Merger; and it is further

 

RESOLVED, that the proper officers of the Company be and they hereby are authorized and directed, following the effectiveness of the Incorporation, to make, execute and acknowledge, in the name and under the corporate seal of the Company, a certificate of ownership and merger for the purpose of consummating the Merger and to file the same in the office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the resolutions relating to the Merger.

 

FOURTH:                The Company shall be the surviving corporation of the Merger.

 

FIFTH:                               The certificate of incorporation of the Company as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that ARTICLE FIRST thereof shall be amended to read in its entirety as follows:

 

ARTICLE FIRST: Name. The name of the corporation is Magellan Health, Inc.

 

3



 

IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 4th day of June, 2014.

 

 

 

MAGELLAN HEALTH SERVICES, INC.

 

 

 

 

 

 

 

By:

/s/ Daniel N. Gregoire

 

 

Name: Daniel N. Gregoire

 

 

Office: General Counsel and Secretary

 

[As Filed: 06-04-2014]