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S-4
INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016
Entire Document
 


     State of Delaware
     Secretary of State
     Division of Corporations
     Delivered 08:19 AM 05/18/2016
     FILED 08:19 AM 05/18/2016
     SR 20163346529 - File Number 3669223

CERTIFICATE OF MERGER

OF

NINA COMPANY III, LLC

(a Delaware limited liability company)

CCI EXCHANGE I, LLC

(a Delaware limited liability company)

CHARTER INVESTMENT, LLC

(a Delaware limited liability company)

WITH AND INTO

CCO HOLDINGS, LLC

(a Delaware limited liability company)

(Under Section 18-209 of the Limited Liability Company Act of the State of Delaware)

CCO Holdings, LLC, a Delaware limited liability company (“CCOH”), hereby certifies as follows:

FIRST: The name of the surviving limited liability company is “CCO Holdings, LLC” (the “Surviving Company”) and the names of the limited liability companies being merged with and into the Surviving Company are “Nina Company III, LLC”, “CCI Exchange I, LLC” and “Charter Investment, LLC” (the “Merging Companies”). The state of formation of the Surviving Company and each of the Merging Companies is Delaware. The type of entity of the Surviving Company and each of the Merging Companies is a limited liability company.

SECOND: The Agreement and Plan and Merger (the “Merger Agreement”), dated as of May 18, 2016, by and among the Merging Companies and the Surviving Company, setting forth the terms and conditions of the merger of the Merging Companies with and into the Surviving Company (the “Merger”), has been approved, adopted, certified, executed and acknowledged by each of the constituent companies of the Merger in accordance with the requirements Section 18-209 of the Limited Liability Company Act of the State of Delaware.

THIRD: The name of the Surviving Company is CCO Holdings, LLC (the “Surviving Company”).

FOURTH: The Certificate of Formation and the Limited Liability Company Agreement of CCOH as in effect immediately prior to the effective time of the Merger shall be, from and after the effective time of the Merger, the Certificate of Formation and the Limited Liability Company Agreement, respectively, of the Surviving Company until thereafter duly amended in accordance with their respective terms and the Limited Liability Company Act of the State of Delaware.