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Exhibit 3.121.1
CERTIFICATE OF MERGER
OF
HILTON FRANCHISE LLC
DOUBLETREE FRANCHISE LLC
HAMPTON INNS FRANCHISE LLC
HOMEWOOD SUITES FRANCHISE LLC
EMBASSY SUITES FRANCHISE LLC
HILTON GARDEN INNS FRANCHISE LLC
CONRAD FRANCHISE LLC
WALDORF ASTORIA FRANCHISE LLC
HLT LIFESTYLE FRANCHISE LLC
AND
HLT ESP FRANCHISE LLC
WITH AND INTO
HILTON FRANCHISE HOLDING LLC
The undersigned limited liability company, formed and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: The name, jurisdiction of formation or organization, and type of entity of each of the constituent entities which is to merge are as follows:
Name |
Jurisdiction of Formation or Organization |
Type of Entity | ||
Hilton Franchise LLC |
Delaware | Limited Liability Company | ||
Doubletree Franchise LLC |
Delaware | Limited Liability Company | ||
Hampton Inns Franchise LLC |
Delaware | Limited Liability Company | ||
Homewood Suites Franchise LLC |
Delaware | Limited Liability Company | ||
Embassy Suites Franchise LLC |
Delaware | Limited Liability Company | ||
Hilton Garden Inns Franchise LLC |
Delaware | Limited Liability Company | ||
Conrad Franchise LLC |
Delaware | Limited Liability Company | ||
Waldorf Astoria Franchise LLC |
Delaware | Limited Liability Company | ||
HLT Lifestyle Franchise LLC |
Delaware | Limited Liability Company | ||
HLT ESP Franchise LLC |
Delaware | Limited Liability Company | ||
Hilton Franchise Holding LLC |
Delaware | Limited Liability Company |
SECOND; An agreement of merger (the Agreement and Plan of Merger) has been approved and executed by each of the constituent entities which is to merge in accordance with Section 18-209 of the Delaware Limited Liability Company Act.
THIRD: The, name of the surviving domestic limited liability company is Hilton Franchise Holding LLC (the Surviving Limited Liability Company).
FOURTH: The executed Agreement and Plan of Merger is on file at a place of business of the Surviving Limited Liability Company. The address of such place of business of the Surviving Limited Liability Company is 7930 Jones Branch Drive, McLean, Virginia 22102.
FIFTH: A copy of the Agreement and Plan of Merger will be furnished by the Surviving Limited Liability Company, on request and without cost, to any member of any of the limited liability companies merging hereunder.
SIXTH: This Certificate of Merger, and the merger contemplated hereby, shall be effective on April 1, 2015 at 12:01 a.m. (Eastern Time).
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS-WHEREOF, the Surviving Limited Liability Company has caused this certificate to be signed by a duly authorized person on this 26th day of March, 2015.
HILTON FRANCHISE HOLDING LLC | ||
By: | /s/ Owen Wilcox | |
Name: | Owen Wilcox | |
Title: | Authorized Person |