Exhibit T3A.2.103
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[LOGO] |
Prescribed by J. Kenneth Blackwell Ohio Secretary of State |
| www.state.oh.us/sos | |
| e-mail: busserv@sos.state.oh.us |
| Expedite this Form: (Select One) | |
| Mail Form to one of the Following: | |
| x Yes | PO Box 1390 |
| Columbus, OH, 43216 | |
| ***Requires an additional fee of $100*** | |
| ¨ No | PO Box 670 |
| Columbus, OH 43216 | |
2003 APR 14 PM 12:03
INITIAL
ARTICLES OF INCORPORATION
(For Domestic Profit or Non-Profit)
Filing Fee $125.00
THE UNDERSIGNED HEREBY STATES THE FOLLOWING:
(CHECK ONLY ONE (1) BOX)
| (1) x | Articles
of Incorporation Profit |
(2) ¨ | Articles
of Incorporation Non-Profit |
(3) ¨ | Articles of Incorporation Professional (170-ARP) |
| (113-ARF) | (114-ARN) | Profession | |||
| ORC 1701 | ORC 1702 | ORC 1785 | |||
| Complete the general information in this section for the box checked above. | ||||
| Name of Corporation | Envision Pharmaceutical Services, Inc. | |||
| Location | Aurora | Portage | ||
| (City) | (County) | |||
| Effective Date | 4/15/03 | Date specified can be no more than 90 days after date of filing. | ||
| (mm/dd/yyyy) | ||||
| ¨ Check here if additional provisions are attached | ||||
| Complete the information in this section if box (2) or (3) is checked. Completing this section is optional if box (1) is checked. | ||
| Purpose for which corporation is formed | ||
| To engage in any lawful act or activity for which corporations may be formed under Section 1701.01 to 1701.98, inclusive, | ||
| of the Ohio Revised Code. | ||
| Complete the information in this section if box (1) or (3) is checked. | |||||
| The number of shares which the corporation is authorized to have outstanding (Please state if shares are common or preferred and their par value if any) | |||||
| 1,000 | Common | No par | |||
| (No. of Shares) | (Type) | (Par Value) | |||
| (Refer to instructions if needed) | |||||
Page 1 of 3
| Completing the information in this section is optional | ||||||
| The following are the names and addresses of the individuals who are to serve as initial Directors. | ||||||
| (Name) | ||||||
| (Street) | NOTE: P.O. Box Addresses are NOT acceptable. | |||||
| (City) | (State) | (Zip Code) | ||||
| (Name) | ||||||
| (Street) | NOTE: P.O. Box Addresses are NOT acceptable. | |||||
| (City) | (State) | (Zip Code) | ||||
| (Name) | ||||||
| (Street) | NOTE: P.O. Box Addresses are NOT acceptable. | |||||
| (City) | (State) | (Zip Code) | ||||
| REQUIRED | ||||
Must be authenticated (signed) by an authorized |
/s/ Ronald B. Salupo | 4/11/03 |
||
| representative | Authorized Representative | Date | ||
| (See Instructions) | ||||
| Ronald B. Salupo | ||||
| Print Name | ||||
| Authorized Representative | Date | |||
| Print Name | ||||
| Authorized Representative | Date | |||
| Print Name |
Page 2 of 3
| Complete the information in this section if box (1) (2) or (3) is checked. | ||||
| ORIGINAL APPOINTMENT OF STATUTORY AGENT | ||||
| The undersigned, being at least a majority of the incorporators of Envision Pharmaceutical Services, Inc. hereby appoint the following to be statutory agent upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served. The complete address of the agent is | ||||
| Ronald B. Salupo | ||||
| (Name) | ||||
| 75 Barrington Town Square Drive, Unit 52 | ||||
| (Street) | NOTE: P.O. Box Addresses are NOT acceptable. | |||
| Aurora | , Ohio | 44202 | ||
| (City) | (Zip Code) | |||
| Must be authenticated by an authorized representative | /s/ Ronald B. Salupo | 4/11/03 | ||
| Authorized Representative | Date | |||
| Authorized Representative | Date | |||
| Authorized Representative | Date | |||
| ACCEPTANCE OF APPOINTMENT | |||
| The Undersigned, | Ronald B. Salupo | , named herein as the | |
| Statutory agent for, | Envision Pharmaceutical Services, Inc. | ||
| , hereby acknowledges and accepts the appointment of statutory agent for said entity. | |||
| Signature: | /s/ Ronald B. Salupo | ||
| (Statutory Agent) | |||
Page 3 of 3
UNITED
STATES OF AMERICA,
STATE OF OHIO,
OFFICE OF SECRETARY OF STATE
I, Jon Husted, Secretary of State of the State of Ohio, do hereby certify that the paper to which this is attached is a true and correct copy from the original record now in my official custody as Secretary of State.
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[LOGO]
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Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 26th day of November, A.D. 2018.
Ohio Secretary of State
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| /s/ Jon Husted | |
| |
| Validation Number: 201833004058 | |
DATE: |
DOCUMENT ID 201330200361 |
DESCRIPTION |
FILING |
EXPED |
PENALTY |
CERT |
COPY |
Receipt
This is not a bill. Please do not remit payment.
BAKER &
HOSTETLER LLP
ATTN: SONIA K. LOWE, PARALEGAL
65 E. STATE STREET, SUITE 2100
COLUMBUS, OH 43215
STATE
OF OHIO
CERTIFICATE
Ohio Secretary of State, Jon Husted
1381411
It is hereby certified that the Secretary of State of Ohio has custody of the business records for
ENVISION PHARMACEUTICAL SERVICES, LLC
and, that said business records show the filing and recording of:
| Document(s) | Document No(s): |
| CONVERSION WITHIN SOS RECORDS | 201330200361 |
Effective Date: 11/04/2013
CHANGE BUSINESS TYPE DOM. PROFIT LIM. LIAB. CO.
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[SEAL]
United
States of America |
Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 29th day of October, A.D. 2013.
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| /s/ Jon Husted | |
Ohio Secretary of State
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| [LOGO] | Form 700 Prescribed by: JON
HUSTED Ohio Secretary of State
Central
Ohio: (614) 466-3910 Busserv@OhioSecretaryofState.gov
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Makes checks payable to Ohio Secretary of State
Mail this form to one of the following: Regular
Filing (non expedite)
Expedite
Filing (Two-business day processing
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Certificate
for Conversion for Entities Converting
Within or Off the Records of the Ohio Secretary of State
Filing Fee: $125
(CHECK ONLY ONE (1) BOX)
(1) x |
Converting Within The Records of the Ohio Secretary of State
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(2) ¨ |
Converting Off The Records of the Ohio Secretary of State
(187-VXX) |
| Name of the converting entity | Envision Pharmaceutical Services, Inc. | ||
| Jurisdiction of Formation | Ohio | ||
| Charter/Registration Number | 1381411 | ||
The
converting entity is a:
(Check Only (1) One Box)
| x | Domestic Corporation (For-Profit or Nonprofit) | ¨ | Partnership |
| ¨ | Foreign Corporation (For-Profit or Nonprofit) | ¨ | Domestic Limited Partnership |
| ¨ | Domestic Nonprofit Limited Liability Company | ¨ | Foreign Limited Partnership |
| ¨ | Foreign Nonprofit Limited Liability Company | ¨ | Domestic Limited Liability Partnership |
| ¨ | Domestic For-Profit Limited Liability Company | ¨ | Foreign Limited Liability Partnership |
| ¨ | Foreign For-Profit Limited Liability Company |
The converting entity hereby states that it has complied with all laws in the jurisdiction under which it exists and that those laws permit the conversion.
| Form 700 | Page 1 of 5 |
| Name of the converted entity | Envision Pharmaceutical Services, LLC | ||
| Jurisdiction of Formation | Ohio | ||
The
converted entity is a:
(Check Only (1) One Box)
| ¨ | Domestic Corporation (For-Profit) | ¨ | Partnership |
| ¨ | Foreign Corporation (For-Profit or Nonprofit) | ¨ | Domestic Limited Partnership |
| ¨ | Domestic Nonprofit Limited Liability Company | ¨ | Foreign Limited Partnership |
| ¨ | Foreign Nonprofit Limited Liability Company | ¨ | Domestic Limited Liability Partnership |
| x | Domestic For-Profit Limited Liability Company | ¨ | Foreign Limited Liability Partnership |
| ¨ | Foreign For-Profit Limited Liability Company |
| Effective Date | 11/04/2013 | (The conversion is effective upon the filing of this certificate or on a later date specified in the certificate) |
| (Optional) |
Name and address of the person or entity that will provide a copy of the declaration of conversion upon written request.
| Kimberly S. Kirkbride |
| Name |
| 2181 E. Aurora Road |
| Mailing Address |
| Twinsburg | Ohio | 44087 | ||
| City | State | Zip Code |
| Required Information that must accompany conversion certificate if box 2 is checked |
If the converting entity is a domestic or foreign entity that will not be licensed in Ohio, provide the name and address of the statutory agent upon whom any process, notice or demand may be served.
| Name of Statutory Agent |
| Mailing Address |
| Ohio | ||||
| City | State | Zip Code |
¨ If the agent is an individual using a P.O. Box, check this box to confirm that the agent is an Ohio resident.
| See instructions for additional filing requirements if | |
| (1) the conversion creates a new domestic entity, | |
| (2) the converted entity is a foreign entity that desires to transact business in Ohio; or | |
| (3) if a domestic corporation or foreign corporation licensed in Ohio is the converting entity. | |
| Form 700 | Page 2 of 5 |
IN WITNESS WHEREOF, the conversion is authorized on behalf of the converting entity and that each person signing the certificate of conversion is authorized to do so.
| Required | ||
| Must be signed by an | /s/ Kimberly S. Kirkbride | |
| authorized representative. | Signature | |
| By (if applicable) | ||
| Kimberly S. Kirkbride | ||
| Print Name | ||
| Signature | ||
| By (if applicable) | ||
| Print Name | ||
| Signature | ||
| By (if applicable) | ||
| Print Name |
| Form 700 | Page 3 of 5 |
Complete the information in this section.
AFFIDAVIT
In lieu of dissolution releases from various governmental authorities.
| Envision Pharmaceutical Services, Inc. |
Name of Corporation
The undersigned, being first duly sworn, declares that on the dates indicated below, each of the named state governmental agencies was advised IN WRITING of the scheduled date of filing of the Certificate and was advised IN WRITING of the acknowledgement by the corporation of the applicability of the provisions of section 1701.95 of the ORC.
| Agency | Date Notified | Agency | Date Notified | |||
| Ohio Bureau of Workers' | 10/17/2013 | Ohio Job & Family Services | 10/17/2013 | |||
| Compensation | Status and Liability Section | |||||
| 30 W. Spring Street | Data Correspondence Control | |||||
| Columbus, Ohio 43215 | Fax: | 614-752-4811 | ||||
| Phone: | 614-466-2319 | |||||
| *Only required for domestic for-profit corporations | Overnight: | Regular: | ||||
| P.O. Box 182413 | P.O. Box 182413 | |||||
| Columbus, OH 43218-2413 | Columbus, OH 43218-2413 | |||||
| Agency | Date Notified |
x The corporation is not required to pay or the department of taxation has not assessed any personal property tax.
| ||||
| Ohio Department of Taxation | 10/17/2013 | |||||
| Taxpayer Services Division/Tax Release Unit | ||||||
| PO Box 182382 | ||||||
| Columbus, OH 43218-2382 | ||||||
| Dissolution@tax.state.oh.us | ||||||
| *Complete this date notified field only if the corporation is a domestic non-profit corporation or foreign corporation. | ||||||
[see* note below] |
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*Note: Domestic for-profit corporations must submit with this filing a Certificate of Tax Clearance issued by the Ohio Department of Taxation.
Note: This affidavit must be signed by one or more persons executing the certificate or by an officer of the corporation.
| Signature | /s/ Kimberly S. Kirkbride | Title | Treasurer |
| Kimberly S. Kirkbride |
| Name |
| 2181 E. Aurora Road |
| Mailing Address |
| Twinsburg | Ohio | 44087 | ||
| City | State | Zip Code |
| Acknowledged before me and subscribed in my presence on | 10/28/2013 | |
| Date |
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[SEAL]
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| Theresa L. Moutz | Commission Expires | 10/31/2017 | |||
| Notary Public | |||||
| /s/ Theresa L. Moutz | Date | ||||
| Form 700 | Page 4 of 5 |
AFFIDAVIT OF PERSONAL PROPERTY
| State of | Ohio |
| County of | Summit |
| Kimberly S. Kirkbride | ||
| Name of Officer | ||
| Treasurer | of | Envision Pharmaceutical Services, Inc. |
| Title of Officer | Name of Corporation |
| and that this affidavit is made in compliance with Section | 1701.86(H)(1) | of the Ohio Revised Code. |
That above-named corporation: (Check one (1) of the following)
| ¨ | Has no personal property in any county in Ohio |
| ¨ | Is the type required to pay personal property taxes to state authorities only |
| x | Has personal property in the following county (les) |
| Summit County |
| Signature: | /s/ Kimberly S. Kirkbride | Title: | Treasurer |
| Acknowledged before me and subscribed in my presence on | Date | 10/28/2013 | |
| Seal | |||
| Theresa L. Moutz | |
| Notary Public | |
| /s/ Theresa L. Moutz |
| Expiration date of Notary Public's Commission | Date | 10/31/2017 |
[SEAL]
| Form 700 | Page 5 of 5 |
| [LOGO] | Department of Taxation | Taxpayer
Services Division |
Date: October 17, 2013
Sonia
K. Lowe
65 East State Street
Suite 2100
Columbus, OH 43215
USA
| Re: | Certificate of Tax Clearance (D2) |
| ENVISION PHARMACEUTICAL SERVICES INC |
Dear Taxpayer:
Enclosed is your requested Certificate of Tax Clearance. This certificate, when timely presented to the Ohio Secretary of State, will provide the necessary guarantee that all taxes administered by the tax commissioner that are required to be filed and paid to the Ohio Department of Taxation (Department) have been satisfied up to the issue date indicated on the certificate. This certificate does not preclude the Department from issuing a bill and/or assessment against the entity for any tax returns and tax liabilities that become due after the certificate issue date or as a result of an examination or audit for any period ending prior to the date of dissolution with the Ohio Secretary of State.
Additionally, to the extent the entity listed below is a member of a commercial activity tax combined or consolidated elected group for any portion of a tax period for which the CAT return and payment are not yet due, the entity remains responsible for supplying its taxable gross receipts to the primary filer prior to the due date of the CAT return and such taxable gross receipts must be included by the primary filer when filing their CAT return for this period.
The Certificate of Tax Clearance is valid for 30 days from the date of issuance as indicated on the enclosed certificate and must be filed along with all forms prescribed by the Ohio Secretary of State.
Tax
Release Unit
P.O. Box 182382
Columbus, OH 43218-2382
Phone: 888-405-4039
Facsimile: 206-984-0378
Enclosure
| [LOGO] |
Form 533A
Prescribed by: JON
HUSTED
Central
Ohio: (614) 466-3910
|
Mail this form to one of the following:
Regular
Filing (non expedite)
Expedite
Filing (Two-business day processing
|
Articles of Organization for a Domestic
Limited Liability Company
Filing Fee: $125
CHECK ONLY ONE (1) BOX
(1) x |
Articles of Organization for Domestic For-Profit Limited Liability Company (115-LCA)
|
(2) ¨ |
Articles of Organization for Domestic Nonprofit Limited Liability Company (115-LCA) |
| Name of Limited Liability Company | Envision Pharmaceutical Services, LLC |
Name must include one of the following words or abbreviations: “limited liability company,” “limited,” “LLC,” “L.L.C.,” “ltd.,” or “ltd”
| Effective Date | 11/04/2013 | (The legal existence of the limited liability company begins upon the filing of the articles or on a later date specified that is not more than ninety days after filing) | |
| (Optional) | mm/dd/yyyy | ||
| This limited liability company shall exist for | ||
| (Optional) | Period of Existence |
| Purpose (Optional) |
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**Note for Nonprofit LLCs
The Secretary of State does not grant tax exempt status. Filing with our office is not sufficient to obtain state or federal tax exemptions. Contact the Ohio Department of Taxation and the Internal Revenue Service to ensure that the nonprofit limited liability company secures the proper state and federal tax exemptions. These agencies may require that a purpose clause be provided.
| Form 533A | Page 1 of 3 |
ORIGINAL APPOINTMENT OF AGENT
The undersigned authorized member(s), manager(s) or representative(s) of
| Envision Pharmaceutical Services, LLC |
| Name of Limited Liability Company |
hereby appoint the following to be Statutory Agent upon whom any process, notice or demand required or permitted by statute to be served upon the limited liability company may be served. The name and address of the agent is
| Kimberly S. Kirkbride |
| Name of Agent |
| 2181 E. Aurora Road |
| Mailing Address |
| Twinsburg | Ohio | 44087 | ||
| City | State | ZIP Code |
ACCEPTANCE OF APPOINTMENT
| The undersigned, | Kimberly S. Kirkbride | named herein as the statutory agent |
| Statutory Agent Name |
| for | Envision Pharmaceutical Services, LLC | |
| Name of Limited Liability Company |
hereby acknowledges and accepts the appointment of agent for said limited liability company
| Statutory Agent Signature | /s/ Kimberly S. Kirkbride | |
| Individual Agent's Signature/Signature on Behalf of Corporate Agent |
¨ If the agent is an individual and using a P.O. Box, check this box to confirm that the agent is an Ohio resident.
| Form 533A | Page 2 of 3 |
By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she has the requisite authority to execute this document.
| Required | ||
| Articles and original appointment of | /s/ Kimberly S. Kirkbride | |
| agent must be signed by a member, | Signature | |
| manager or other representative. | ||
| If authorized representative is an | By (if applicable) | |
| individual, then they must sign in | ||
| the “signature” box and print their | Kimberly S. Kirkbride | |
| name in the “Print Name” box. | Print Name | |
| If authorized representative is a their | ||
| business entity, not an individual, | ||
| then please print the business name | Signature | |
| in the “signature” box, an authorized | ||
| representative of the business entity | ||
| must sign in the “By” box and print | By (if applicable) | |
| name in the “Print Name” box. | ||
| Print Name | ||
| Signature | ||
| By (if applicable) | ||
| Print Name |
| Form 533A | Page 3 of 3 |