Exhibit 3.1

Certificate of Ownership and Merger

Merging

Yellow Corporation

with and into

YRC Worldwide Inc.

 

February 1, 2021

 

Pursuant to Section 253 of the Delaware General Corporation Law (the “DGCL”), YRC Worldwide Inc., a Delaware corporation (the “Corporation”), does hereby certify to the following information relating to the merger (the “Merger”) of Yellow Corporation, a Delaware corporation (the “Subsidiary”), with and into the Corporation, with the Corporation remaining as the surviving corporation:

1.The Corporation was incorporated on January 28, 1983, under and pursuant to the DGCL.

2.The Subsidiary was incorporated on December 29, 2020, under and pursuant to the DGCL.

3.The Corporation owns all of the outstanding shares of each class of capital stock of the Subsidiary.

4.The Board of Directors of the Corporation, by resolutions duly adopted at a meeting held on January 21, 2021 and attached hereto as Exhibit A, determined to merge the Subsidiary with and into the Corporation pursuant to Section 253 of the DGCL.

5.The Corporation shall be the surviving corporation of the Merger.

6.Pursuant to Section 253(b) of the DGCL, the name of the Corporation shall be amended upon the effectiveness of the Merger to be “Yellow Corporation.”

7.The Certificate of Incorporation of the Corporation, as in effect immediately prior to the Merger, shall be the Certificate of Incorporation of the surviving corporation, except that Article I shall be amended to read in its entirety as follows:

“FIRST: The name of the corporation (hereinafter referred to as the “Corporation”) is Yellow Corporation.”

8.

This Certificate of Ownership and Merger and the Merger shall become effective on February 4, 2021.

[signature page follows]

 

Certificate of Ownership and MergerPage 1


 

In Witness Whereof, Corporation has caused this Certificate of Ownership and Merger to be signed by an authorized officer, as of the date first written above.

 

YRC Worldwide Inc.

 

 

By: /s/ Leah K. Dawson

Print: Leah K. Dawson

Title: Executive Vice President, General       Counsel & Secretary

 

 

 

Certificate of Ownership and MergerSignature Page


 

EXHIBIT A

YRC WORLDWIDE INC.

Resolutions of the board of Directors


January 21, 2021

Subsidiary Merger and Company Name Change

WHEREAS, the Board has determined that it is in the best interests of YRC Worldwide Inc. (the “Company”) to change the name of the Company to Yellow Corporation;

WHEREAS, the Company owns all of the issued and outstanding shares of capital stock of Yellow Corporation, a Delaware corporation (the “Subsidiary”); and

WHEREAS, the Board has determined that it is in the best interests of the Company to merge the Subsidiary with and into the Company, and then amend the Certificate of Incorporation to change the name of the Company to Yellow Corporation.

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and into the Company pursuant to Section 253 of the Delaware General Corporation Law (the “Merger”), so that the separate existence of the Subsidiary shall cease as soon as the Merger shall become effective, and the Company shall continue as the surviving corporation;

FURTHER RESOLVED, that each share of common stock of the Subsidiary issued and outstanding immediately prior to the effectiveness of the Merger shall automatically be cancelled and retired and shall cease to exist;

FURTHER RESOLVED, that (i) the Certificate of Incorporation of the Company, as in effect immediately prior to the Merger (the “Certificate of Incorporation”), shall be the Certificate of Incorporation of the surviving corporation, except that the First Article shall be amended to read in its entirety as follows:

“FIRST: The name of the corporation is Yellow Corporation (the “Corporation”).”

and (ii) the Certificate of Incorporation, as so amended, be and hereby is, amended and restated in its entirety to reflect the foregoing change, and no other changes, and, as restated may be set forth and certified as the complete and current Certificate of Incorporation.

FURTHER RESOLVED, that that any of the Chief Executive Officer, the Chief Financial Officer, any Executive Vice President, any Vice President, the Treasurer, the Secretary, and any Assistant Secretary (collectively, the “Authorized Officers”) be, and each of them hereby is, authorized to prepare and execute a Certificate of Ownership and Merger setting forth a copy of these resolutions, and to file the Certificate of Ownership and Merger with the Secretary of State of Delaware and pay any fees related to such filing; and

FURTHER RESOLVED, that, effective only upon the effectiveness of the Merger, (i) the Second Amended and Restated Bylaws of the Company be, and hereby are, amended to change the title of the bylaws to “Second Amended and Restated Bylaws of Yellow Corporation,” and (ii) the Second Amended and Restated Bylaws of the Company, as so amended, be and hereby are, amended and restated in their entirety to reflect the foregoing change of title, and no other changes, and, as restated may be set forth and certified as the complete and current bylaws of the Company.

 

Certificate of Ownership and MergerExhibit A

View differences made from one to another to evaluate Yrc Worldwide Inc.'s financial trajectory

Compare SEC Filings Year-over-Year (YoY) and Quarter-over-Quarter (QoQ)
Sample 10-K Year-over-Year (YoY) Comparison

Compare this 8-K Corporate News to its predecessor by reading our highlights to see what text and tables were  removed  ,   added    and   changed   by Yrc Worldwide Inc..

Continue

Never Miss A New SEC Filing Again


Real-Time SEC Filing Notifications
Screenshot taken from Gmail for a new 10-K Annual Report
Last10K.com Member Feature

Receive an e-mail as soon as a company files an Annual Report, Quarterly Report or has new 8-K corporate news.

Continue

We Highlighted This SEC Filing For You


SEC Filing Sentiment Analysis - Bullish, Bearish, Neutral
Screenshot taken from Wynn's 2018 10-K Annual Report
Last10K.com Member Feature

Read positive and negative remarks made by management in their entirety without having to find them in a 10-K/Q.

Continue

Widen Your SEC Filing Reading Experience


Increased Reading Area for SEC Filings
Screenshot taken from Adobe Inc.'s 10-Q Quarterly Report
Last10K.com Member Feature

Remove data columns and navigations in order to see much more filing content and tables in one view

Continue

Uncover Actionable Information Inside SEC Filings


SEC Filing Disclosures
Screenshot taken from Lumber Liquidators 10-K Annual Report
Last10K.com Member Feature

Read both hidden opportunities and early signs of potential problems without having to find them in a 10-K/Q

Continue

Adobe PDF, Microsoft Word and Excel Downloads


Download Annual and Quarterly Reports as PDF, Word and Excel Documents
Screenshots of actual 10-K and 10-Q SEC Filings in PDF, Word and Excel formats
Last10K.com Member Feature

Export Annual and Quarterly Reports to Adobe PDF, Microsoft Word and Excel for offline viewing, annotations and analysis

Continue

FREE Financial Statements


Download Annual and Quarterly Reports as PDF, Word and Excel Documents
Screenshot of actual balance sheet from company 10-K Annual Report
Last10K.com Member Feature

Get one-click access to balance sheets, income, operations and cash flow statements without having to find them in Annual and Quarterly Reports

Continue for FREE

Intrinsic Value Calculator


Intrinsic Value Calculator
Screenshot of intrinsic value for AT&T (2019)
Last10K.com Member Feature

Our Intrinsic Value calculator estimates what an entire company is worth using up to 10 years of financial ratios to determine if a stock is overvalued or not

Continue

Financial Stability Report


Financial Stability Report
Screenshot of financial stability report for Coco-Cola (2019)
Last10K.com Member Feature

Our Financial Stability reports uses up to 10 years of financial ratios to determine the health of a company's EPS, Dividends, Book Value, Return on Equity, Current Ratio and Debt-to-Equity

Continue

Get a Better Picture of a Company's Performance


Financial Ratios
Available Financial Ratios
Last10K.com Member Feature

See how over 70 Growth, Profitability and Financial Ratios perform over 10 Years

Continue

Log in with your credentials

or    

Forgot your details?

Create Account