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200111929
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Last modified
10/14/2011 12:50:49 PM
Creation date
10/20/2005 11:17:28 PM
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DEEDS
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200111929
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CERTIFICATE OF OWNERSHIP AND MERGER <br />MERGING <br />STAUFFER COMMUNICATIONS, INC., <br />A DELAWARE CORPORATION <br />INTO <br />MORRIS COMMUNICATIONS CORPORATION, <br />A GEORGIA CORPORATION <br />200111929 <br />Morris Communications Corporation (the "Parent "), a corporation organized and existing <br />under the laws of the State of Georgia, <br />DOES HEREBY CERTIFY: <br />FIRST: That Parent was incorporated on the 28`' day of October, 1970, pursuant to the <br />Georgia Business Corporation, the provisions of which permit the merger o'.'a subsidiary corr oration <br />of another state into a parent corporation organized and existing under the laws of Georgia. <br />SECOND: That Parent owns all of the outstanding shares of the .stock of Stauffer <br />Communications, Inc. (the "Subsidiary"), a corporation incorporated on the 1 I'h Jay of April, 1930, <br />pursuant to the Delaware General Corporation Law. <br />THIRD: That Parent, by the resolutions of its Board of Directors attached hereto as Exhibit <br />"I ", determined to and did merge Subsidiary into itself. <br />FOURTH: That Parent survives the merger and may be served with process in the State of <br />Delaware in any proceeding for enforcement of any obligation of Subsidiary as well as for <br />enforcement of any obligation of the surviving corporation arising from the merger, including any suit <br />or other proceeding to enforce the right of any stockholder as determined in appraisal proceedings <br />pursuant to the provisions of Section 262 of Titre 8 of the Delaware Code, and it does hereby <br />irrevocably appoint the Secretary of State of Delaware as its agent to accept service of process in any <br />such suit or other proceeding. The address to which a copy of such process shall be mailed by the <br />Secretary of State of Delaware is Morris Communications Corporation, P.O. Box 936, Augusta, <br />Georgia 30913, Attention: President, until the surviving corporation shall have hereafter designated <br />in writing to the said Secretary of State a different address for such purpose. Service of such process <br />may be made by personally delivering to and leaving with the Secretary of State of Delaware <br />duplicate copies of such process, one of which copies the Secretary of State of Delaware shall <br />forthwith send by registered mail to Parent at the above address. <br />FIFTH: Anything herein or elsewhere to the contrary notwithstanding, this•merger may be <br />&AN10TCatiruw of Mw1eMUURa•MorriLD&wpd <br />Elm <br />
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