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As Of Filer Filing For·On·As Docs:Size 7/19/12 Danaher Corp/DE 10-Q 6/29/12 76:8.6M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 555K 2: EX-3.1 Restated Certificate of Incorporation HTML 48K 3: EX-12.1 Calculation of Ratio of Earnings to Fixed Charges HTML 47K 4: EX-31.1 Section 302 CEO Certification HTML 31K 5: EX-31.2 Section 302 CFO Certification HTML 30K 6: EX-32.1 Section 906 CEO Certification HTML 25K 7: EX-32.2 Section 906 CFO Certification HTML 25K 52: R1 Document And Entity Information HTML 44K 41: R2 Consolidated Condensed Balance Sheets HTML 133K 50: R3 Consolidated Condensed Balance Sheets HTML 29K (Parenthetical) 54: R4 Consolidated Condensed Statements Of Earnings HTML 130K 70: R5 Consolidated Condensed Statements Of Comprehensive HTML 59K Income 43: R6 Consolidated Condensed Statement Of Stockholders' HTML 74K Equity 49: R7 Consolidated Condensed Statement Of Stockholders' HTML 23K Equity (Parenthetical) 37: R8 Consolidated Condensed Statements Of Cash Flows HTML 156K 28: R9 General HTML 93K 71: R10 Acquisitions HTML 63K 56: R11 Discontinued Operations HTML 70K 55: R12 Goodwill HTML 42K 61: R13 Fair Value Measurements HTML 94K 62: R14 Financing Transactions HTML 54K 59: R15 Net Periodic Benefit Cost - Defined Benefit Plans HTML 96K 63: R16 Stock Transactions And Stock-Based Compensation HTML 120K 51: R17 Restructuring And Other Related Charges HTML 42K 53: R18 Contingencies HTML 36K 58: R19 Net Earnings Per Share From Continuing Operations HTML 81K 76: R20 Segment Information HTML 85K 66: R21 General (Tables) HTML 83K 46: R22 Acquisitions (Tables) HTML 53K 57: R23 Discontinued Operations (Tables) HTML 65K 48: R24 Goodwill (Tables) HTML 44K 22: R25 Fair Value Measurements (Tables) HTML 90K 67: R26 Financing Transactions (Tables) HTML 49K 73: R27 Net Periodic Benefit Cost - Defined Benefit Plans HTML 97K (Tables) 32: R28 Stock Transactions And Stock-Based Compensation HTML 111K (Tables) 31: R29 Restructuring And Other Related Charges (Tables) HTML 39K 35: R30 Contingencies (Tables) HTML 32K 36: R31 Net Earnings Per Share From Continuing Operations HTML 77K (Tables) 38: R32 Segment Information (Tables) HTML 80K 20: R33 General (Components Of Other Comprehensive Income) HTML 86K (Details) 64: R34 Acquisitions (Narrative) (Details) HTML 33K 45: R35 Acquisitions (Fair Values Of The Assets Acquired HTML 51K And Liabilities Assumed) (Details) 47: R36 Acquisitions (Results Of Operations If Acquisition HTML 32K Was Consummated) (Details) 25: R37 Discontinued Operations (Narrative) (Details) HTML 39K 75: R38 Discontinued Operations (Schedule Of Discontinued HTML 62K Operations - Key Components Of Income From Discontinued Operations) (Details) 14: R39 Discontinued Operations (Schedule Of Discontinued HTML 51K Operations - Aggregate Components Of Assets And Liabilities Classified As Discontinued Operations) (Details) 39: R40 Goodwill (Rollforward Of Goodwill) (Details) HTML 35K 69: R41 Goodwill (Goodwill By Segment) (Details) HTML 33K 24: R42 Fair Value Measurements (Narrative) (Details) HTML 33K 30: R43 Fair Value Measurements (Financial Assets And HTML 41K Liabilities Carried At Fair Value) (Details) 34: R44 Fair Value Measurements (Carrying Amounts And Fair HTML 43K Values Of Financial Instruments) (Details) 42: R45 Financing Transactions (Narrative) (Details) HTML 44K 19: R46 Financing Transactions (Components Of Debt) HTML 57K (Details) 27: R47 Net Periodic Benefit Cost - Defined Benefit Plans HTML 25K (Narrative) (Details) 16: R48 Net Periodic Benefit Cost - Defined Benefit Plans HTML 60K (Components Of Net Periodic Benefit Cost) (Details) 68: R49 Stock Transactions And Stock-Based Compensation HTML 59K (Narrative) (Details) 23: R50 Stock Transactions And Stock-Based Compensation HTML 38K (Assumptions Used In The Black-Scholes Model To Value Options Granted) (Details) 65: R51 Stock Transactions And Stock-Based Compensation HTML 49K (Components Of Stock-Based Compensation Program) (Details) 26: R52 Stock Transactions And Stock-Based Compensation HTML 83K (Option Activity Under The Company's Stock Plans) (Details) 40: R53 Stock Transactions And Stock-Based Compensation HTML 53K (RSU And Restricted Shares Activity) (Details) 15: R54 Restructuring And Other Related Charges HTML 28K (Narrative) (Details) 18: R55 Restructuring And Other Related Charges (Accrual HTML 33K Balance And Utilization Of Restructuring Cost) (Details) 33: R56 Contingencies (Narrative) (Details) HTML 26K 21: R57 Contingencies (Warranty Accrual) (Details) HTML 36K 72: R58 Net Earnings Per Share From Continuing Operations HTML 29K (Narrative) (Details) 44: R59 Net Earnings Per Share From Continuing Operations HTML 64K (Components Of Basic And Diluted Earnings Per Share) (Details) 60: R60 Segment Information (Segment Results) (Details) HTML 40K 74: XML IDEA XML File -- Filing Summary XML 114K 29: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.30M 8: EX-101.INS XBRL Instance -- dhr-20120629 XML 1.90M 10: EX-101.CAL XBRL Calculations -- dhr-20120629_cal XML 226K 11: EX-101.DEF XBRL Definitions -- dhr-20120629_def XML 451K 12: EX-101.LAB XBRL Labels -- dhr-20120629_lab XML 1.30M 13: EX-101.PRE XBRL Presentations -- dhr-20120629_pre XML 717K 9: EX-101.SCH XBRL Schema -- dhr-20120629 XSD 137K 17: ZIP XBRL Zipped Folder -- 0000313616-12-000089-xbrl Zip 183K
DHR-2012.6.29-EX-3.1 |
I. | The total number of shares of stock which the Corporation shall have authority to issue is 2,015,000,000 shares of which 2,000,000,000 shares, $.01 par value per share, shall be of a class designated "Common Stock" and of which 15,000,000 shares, without par value, shall be designated "Preferred Stock". |
II. | The
Board of Directors of the Corporation is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance from time to time in one or more series of any number of shares of Preferred Stock, and, by filing a certificate pursuant to the GCL, to establish the number of shares to be included in each such series, and to fix the designation, relative rights, preferences, qualifications and limitations of the shares of each such series. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following: |
A. | The number of shares constituting that series and the distinctive designation
of that series; |
B. | The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and whether they shall be payable in preference to, or in another relation to, the dividends payable on any other class or classes or series of stock; |
C. | Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; |
D. | Whether
that series shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine; |
E. | Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions or such redemption, including the manner of selecting shares for redemption if less than all shares are to be redeemed, the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption which amount may vary under different conditions and at different redemption dates; |
F. | Whether
that series shall be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of that series, and, if so, the terms and amounts of such sinking fund; |
G. | The right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional stock (including additional shares of such series or of any other series) and upon the payment of dividends or the
making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of any outstanding stock of the Corporation; |
H. | The right of the shares of that series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation and whether such rights shall be in preference to, or in another relation to, the comparable rights of any other class or classes or series of stock; and |
I. | Any
other relative, participating, optional or other special rights, qualifications, limitations or restrictions of that series. |
III. | Shares of any series of Preferred Stock which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class or classes shall have the status of authorized and unissued shares of Preferred Stock of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors
or as part of any other series of Preferred Stock, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of Preferred Stock. |
IV. | Subject to the provisions of any applicable law, or except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of directors and for all other purposes, each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his name on the books
of the Corporation. |
V. | Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, after payment shall have been made to the holders of Preferred Stock of the full amount of dividends to which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board of Directors. |
VI.
| Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment shall have been made to the holders of Preferred Stock of the full amount to which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution to its stockholders. |
VII.
| The number of authorized shares of any class may be increased or decreased by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote. |
I. | The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors consisting of not less than three directors. The exact number shall be determined from time to time by resolution adopted by the affirmative vote of the Board of Directors. |
II. | Except to the extent prohibited by law, the Board of Directors
shall have the right (which, to the extent exercised, shall be exclusive) to establish the rights, powers, duties, rules and procedures that from time to time shall govern the Board of Directors and each of its members, including without limitation the vote required for any action by the Board of Directors, and that from time to time shall affect the directors power to manage the business and affairs of the Corporation; and no By- laws shall be adopted by stockholders which shall impair or impede the implementation of the foregoing. |
Name: James F. O'Reilly |
Title: Secretary |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of: | 7/19/12 | 8-K | ||
Filed on: | 7/18/12 | 8-K | ||
7/10/12 | ||||
For Period end: | 6/29/12 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/23/24 Danaher Corp./DE 10-Q 3/29/24 77:6.5M 2/21/24 Danaher Corp./DE 10-K 12/31/23 147:77M 10/24/23 Danaher Corp./DE 10-Q 9/29/23 90:15M 7/25/23 Danaher Corp./DE 10-Q 6/30/23 81:8.7M 4/25/23 Danaher Corp./DE 10-Q 3/31/23 81:35M 2/22/23 Danaher Corp./DE 10-K 12/31/22 138:85M 10/20/22 Danaher Corp./DE 10-Q 9/30/22 87:9.9M 7/21/22 Danaher Corp./DE 10-Q 7/01/22 85:9.6M 4/21/22 Danaher Corp./DE 10-Q 4/01/22 84:11M 2/23/22 Danaher Corp./DE 10-K 12/31/21 141:89M 10/21/21 Danaher Corp./DE 10-Q 10/01/21 91:10M 7/22/21 Danaher Corp./DE 10-Q 7/02/21 90:10M 4/22/21 Danaher Corp./DE 10-Q 4/02/21 89:8.1M 2/25/21 Danaher Corp./DE 10-K 12/31/20 153:22M 10/22/20 Danaher Corp./DE 10-Q 10/02/20 93:13M |