EX-3.90 27 y83788exv3w90.htm EX-3.90 exv3w90
Exhibit 3.90
CT-07   F05122100/015
CERTIFICATE OF MERGER
OF
NORAMPAC TEXAS GP INC. (a Texas corporation)
INTO
NORAMPAC SCHENECTADY INC. (a New York corporation)
UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW
We, the undersigned, being respectively the president and the secretary of Norampac Texas GP Inc., and being respectively the president and the secretary of Norampac Schenectady Inc. hereby certify:
     1. The name of each constituent corporation is as follows:
          Norampac Texas GP Inc.
          Norampac Schenectady Inc.
     2. The name of the surviving corporation is Norampac Schenectady Inc. and following the merger its name shall remain Norampac Schenectady Inc.
     3. As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof as follows:
             
    Designation and        
    Number of Shares in   Class or Series of   Number of Shares
    Each Class   Shares Entitled to   Entitled to Vote as
Name of Corporation   Outstanding   Vote   a Class or Series
Norampac Texas GP Inc.
  Common Stock, 1,000 shares issued and outstanding   Common Stock   1,000 shares of Common Stock are entitled to vote; no other shares are issued

 


 

             
    Designation and        
    Number of Shares in   Class or Series of   Number of Shares
    Each Class   Shares Entitled to   Entitled to Vote as
Name of Corporation   Outstanding   Vote   a Class or Series
Norampac Schenectady Inc.
  Common Stock, 100 shares issued and outstanding   Common Stock   100 shares of Common Stock are entitled to vote; no other shares are issued
 
           
     4. No amendments to the Certificate of Incorporation of Norampac Schenectady Inc. are to be effected by the merger.
     5. The date when the Certificate of Incorporation of each domestic constituent corporation was filed by the New York Department of State is as follows:
     
NAME OF CORPORATION   DATE OF INCORPORATION
 
   
Norampac Schenectady Inc.
  April 9, 2003
     6. The date when the Articles of Incorporation of Norampac Texas GP Inc. (a Texas corporation) was filed with the Texas Department of State is as follows:
     
NAME OF CORPORATION   DATE OF INCORPORATION
 
   
Norampac Texas GP Inc.
  July 23, 2001
     7. No application for authority to do business in New York has been filed by or on behalf of Norampac Texas GP Inc.
     8. The merger was adopted by each New York constituent corporation in the following manner:
     As to Norampac Schenectady Inc., by the written consent of the sole shareholder of Norampac Schenectady Inc. given in accordance with Section 615 of the New York Business Corporation Law. Written notice has been given to the extent required by such Section 615.
     9. Norampac Texas GP Inc. has complied with the applicable provisions of the laws of the State of Texas in which it is incorporated and this merger is permitted by such laws. The

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manner in which the merger was authorized with respect to said corporation was by written consent of the sole shareholder of Norampac Texas GP Inc.
     IN WITNESS WHEREOF, we have signed this certificate on the 21st day of December 2005, and we affirm the statements contained therein as true under penalties of perjury.
         
  NORAMPAC TEXAS GP INC.
 
 
  By:   /s/ Marc-André Dépin    
    Name:   Marc-André Dépin   
    Title:   President   
 
     
  By:   /s/ Thomas Marron    
    Name:   Thomas Marron   
    Title:   Secretary   
 
  NORAMPAC SCHENECTADY INC.
 
 
  By:   /s/ Marc-André Dépin    
    Name:   Marc-André Dépin   
    Title:   President   
 
     
  By:   /s/ Thomas Marron    
    Name:   Thomas Marron   
    Title:   Secretary   

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CT-07   F05122100/015
CERTIFICATE OF MERGER
OF
NORAMPAC TEXAS GP INC. (a Texas corporation)
INTO
NORAMPAC SCHENECTADY INC. (a New York corporation)
(Under Section 904 of the Business Corporation Law)
         
  STATE OF NEW YORK
DEPARTMENT OF STATE

Filed: December 21, 2005
 
 
  Tax  $   /s/    
  By:      
 
Filed By:   Harter, Secrest & Emery LLP
1600 Bausch & Lomb Place
Rochester, NY 14604-2711
Cust. Ref. 6529926

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