`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 1 of 5 PageID #: 1121
`
`EXHIBIT A
`
`EXHIBIT A
`
`
`
`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 2 of 5 PageID #: 1122
`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 2 of 5 PageID #: 1122
`
`@daware
`
`
`
`1
`
`‘Zfie first State
`
`I,
`
`JEFFREY W. BULLOCK, 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:
`
`"KAPSCH TRAFFICCOM U.S. CORP.", A DELAWARE CORPORATION,
`
`WITH AND INTO "KAPSCH TRAFFICCOM HOLDING CORP." UNDER THE
`
`NAME OF "KAPSCH TRAFFICCOM HOLDING CORP.", A CORPORATION
`
`ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE,
`
`AS RECEIVED AND FILED IN THIS OFFICE THE THIRTY-FIRST DAY OF
`
`MARCH, A.D. 2015, AT 1:42 O’CLOCK P.M.
`
`AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
`
`THE AFDRESAID CERTIFICATE OF OWNERSHIP IS THE THIRTY-FIRST DAY
`
`OF MARCH, A.D. 2015, AT 5 O’CLOCK P.M.
`
`A FILED COPY OF THIS CERTIFICATE HAS BEEN FDRWARDED TO THE
`
`NEW CASTLE COUNTY RECORDER OF DEEDS.
`
`8100M 150443115
`
`4527155
`
`You may verify this certificate online
`at corp. delaware. gov/authver. shtml
`
`
`Jeffrey W. Bullock, Secretary of State
`AUTHEN C TION: 2251938
`
`DATE: 03-31-15
`
`
`
`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 3 of 5 PageID #: 1123
`Case 1:16—cv-00830-RGA Document 19-1 Filed 02/21/17 Page 3 of 5 PagelD #: 1123
`State of Delaware
`Secreta
`of State
`Division 0 Corporations
`Delivered 01:40 PM 03/31/2015
`FILED 01:42 PM 03/31/2015
`SRV 150443115 — 4527155 FILE
`
`CERTIFICATE OF OWNERSHIP AND MERGER
`MERGING
`
`KAPSCH TRAFFICCOM U.S. CORP.
`INTO
`
`KAPSCH TRAFFICCOM HOLDING CORP.
`
`(Pursuant to Section 253 of the General Corporation Law of Delaware)
`
`Kapsch TrafficCom Holding Corp, a corporation organized and existing under
`
`the laws of Delaware (the "Corporation"), DOES HEREBY CERTlFY:
`
`FIRST: That the Corporation was incorporated on the lst day of Aprilt 2008,
`
`pursuant to the General Corporation Law of the State of Delaware.
`
`SECOND: That the Corporation owns all of the outstanding shares of the
`
`stock of Kapsch TrafficCom U.S. Corp, a corporation incorporated on the lst day of April,
`
`2008. pursuant to the General Corporation Law of the State of Delaware.
`
`THIRD: That the Corporation, by the unanimous written consent of its Board
`
`of Directors on the 3 l 5‘ day of March, 2015, determined that the Corporation shall merge into
`
`itself said Kapsch TrafficCom U.S. Corp. pursuant
`
`to the resolution attached hereto as
`
`Exhibit A.
`
`FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this
`
`merger may be amended or terminated and abandoned by the Board of Directors of the
`
`Corporation at any time prior to the Effective Time (as defined below).
`
`FIFTH: The effective time of the merger of Kapsch TrafficCom U‘S. Corp.
`
`into the Corporation shall be March 31, 2015 at 5:00 pm. Eastern Standard Time (the
`
`"Effective Time").
`
`[Signature Page Follows]
`
`4923 |05v2 31‘25/20I 5 lz48 PM
`
`6650.000
`
`
`
`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 4 of 5 PageID #: 1124
`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 4 of 5 PageID #: 1124
`
`IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
`
`signed by Gerhard Plaschka, its Chairman and by Peter Schuchlenz, its Secretary, this 315'
`
`day of March, 2015.
`
`KAPSCH TRAFFICCOM HOLDING
`
`CORR, a Delaware corporation
`
`By:
`Gerha ‘d
`
`.
`
`Chairman
`
`schka
`
`WW
`
`Peter Schuchlenz
`
`Secretary
`
`Signature Page to Certificate owanership and Merger
`
`
`
`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 5 of 5 PageID #: 1125
`Case 1:16-cv-00830-RGA Document 19-1 Filed 02/21/17 Page 5 of 5 PagelD #: 1125
`
`EXHIBIT A
`
`Resolution of the Directors of
`
`Kapsch TrafficCom Holding Corp.
`
`Now therefore, be it resolved, that the Corporation shall merge into itself the
`
`Corporation's wholly-owned subsidiary Kapsch TrafficCom U.S. Corp. ("KTC U.S.") with
`
`the Corporation as the surviving entity of such merger” and in connection with such merger
`
`the Corporation shall assume all of the liabilities and obligations of KTC US.
`
`
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