EX-3.1 2 g07505exv3w1.htm EX-3.1 CERTIFICATE OF OWNERSHIP AND MERGER EX-3.1 CERTIFICATE OF OWNERSHIP AND MERGER
 

EXHIBIT 3.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
HLTH CORPORATION
WITH AND INTO
EMDEON CORPORATION
Pursuant to Section 253 of the
General Corporation Law of the State of Delaware
     Emdeon Corporation, a Delaware corporation (the “Company”), does hereby certify to the following facts relating to the merger (the “Merger”) of HLTH Corporation, a Delaware corporation (the “Subsidiary”), with and into the Company, with the Company remaining as the surviving corporation under the name of HLTH Corporation:
     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 adopted on April 26, 2007, determined to merge the Subsidiary with and into the Company pursuant to Section 253 of the DGCL:
     WHEREAS, Emdeon Corporation, a Delaware corporation (the “Company”), owns all of the outstanding shares of the capital stock of HLTH Corporation, a Delaware corporation (“Subsidiary”); and


 

     WHEREAS, the Board of Directors of the Company has deemed it advisable that the Subsidiary be merged with and into the Company pursuant to Section 253 of the General Corporation Law of the State of Delaware;
     NOW, THEREFORE, BE IT AND IT HEREBY IS
     RESOLVED, that the Subsidiary be merged with and into the Company (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 of the Company shall remain unchanged and continue to remain outstanding as one share of common stock of the Company, held by the person who was the holder of such share of common stock of the Company 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 of the Subsidiary shall be cancelled and no consideration shall be issued in respect thereof; and it is further
     RESOLVED, that 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 I thereof shall be amended to read in its entirety as follows:
Article I
     The name of this corporation is HLTH Corporation.
     RESOLVED, that the proper officers of the Company be and they hereby are authorized and directed 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 effecting 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.

-2-


 

     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 I thereof shall be amended to read in its entirety as follows:
Article I
     The name of this corporation is HLTH Corporation.
     IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 15th day of May, 2007.
         
  EMDEON CORPORATION
 
 
  By:   /s/ Lewis H. Leicher    
    Name:   Lewis H. Leicher   
    Office: Senior Vice President, Assistant
            General Counsel & Assistant Secretary 
 
 

-3-