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Document/Exhibit Description Pages Size
1: S-4 Standard Aero Holdings, Inc. S-4 HTML 1.54M
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 312K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 119K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 235K
Liquidation or Succession
5: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 27K
14: EX-3.10 Articles of Incorporation/Organization or By-Laws HTML 26K
15: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 26K
16: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 28K
17: EX-3.13 Articles of Incorporation/Organization or By-Laws HTML 25K
18: EX-3.14 Articles of Incorporation/Organization or By-Laws HTML 25K
19: EX-3.15 Articles of Incorporation/Organization or By-Laws HTML 25K
20: EX-3.16 Articles of Incorporation/Organization or By-Laws HTML 25K
21: EX-3.17 Articles of Incorporation/Organization or By-Laws HTML 69K
22: EX-3.18 Articles of Incorporation/Organization or By-Laws HTML 61K
23: EX-3.19 Articles of Incorporation/Organization or By-Laws HTML 45K
6: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 29K
24: EX-3.20 Articles of Incorporation/Organization or By-Laws HTML 71K
25: EX-3.21 Articles of Incorporation/Organization or By-Laws HTML 61K
26: EX-3.22 Articles of Incorporation/Organization or By-Laws HTML 70K
27: EX-3.23 Articles of Incorporation/Organization or By-Laws HTML 70K
28: EX-3.24 Articles of Incorporation/Organization or By-Laws HTML 70K
29: EX-3.25 Articles of Incorporation/Organization or By-Laws HTML 67K
30: EX-3.26 Articles of Incorporation/Organization or By-Laws HTML 70K
31: EX-3.27 Articles of Incorporation/Organization or By-Laws HTML 133K
32: EX-3.28 Articles of Incorporation/Organization or By-Laws HTML 133K
33: EX-3.29 Articles of Incorporation/Organization or By-Laws HTML 139K
7: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 23K
34: EX-3.30 Articles of Incorporation/Organization or By-Laws HTML 58K
35: EX-3.31 Articles of Incorporation/Organization or By-Laws HTML 86K
8: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 25K
9: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 23K
10: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 22K
11: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 22K
12: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 25K
13: EX-3.9 Articles of Incorporation/Organization or By-Laws HTML 23K
36: EX-4.1 Instrument Defining the Rights of Security Holders HTML 554K
37: EX-4.2 Ex-4.1 HTML 49K
38: EX-4.3 Instrument Defining the Rights of Security Holders HTML 56K
39: EX-4.4 Instrument Defining the Rights of Security Holders HTML 50K
40: EX-4.5 Instrument Defining the Rights of Security Holders HTML 44K
41: EX-4.7 Instrument Defining the Rights of Security Holders HTML 97K
42: EX-4.8 Instrument Defining the Rights of Security Holders HTML 200K
43: EX-10.1 Material Contract HTML 470K
51: EX-10.10 Material Contract HTML 31K
52: EX-10.11 Material Contract HTML 34K
53: EX-10.12 Material Contract HTML 30K
54: EX-10.13 Material Contract HTML 34K
55: EX-10.14 Material Contract HTML 30K
56: EX-10.15 Material Contract HTML 81K
57: EX-10.16 Material Contract HTML 94K
58: EX-10.17 Material Contract HTML 94K
59: EX-10.18 Material Contract HTML 82K
60: EX-10.19 Material Contract HTML 89K
44: EX-10.2 Material Contract HTML 147K
61: EX-10.20 Material Contract HTML 89K
45: EX-10.3 Material Contract HTML 140K
46: EX-10.5 Material Contract HTML 90K
47: EX-10.6 Material Contract HTML 31K
48: EX-10.7 Material Contract HTML 34K
49: EX-10.8 Material Contract HTML 31K
50: EX-10.9 Material Contract HTML 34K
62: EX-12.1 Statement re: Computation of Ratios HTML 30K
63: EX-21.1 Subsidiaries of the Registrant HTML 24K
64: EX-23.7 Consent of Experts or Counsel HTML 23K
| exv3w4 |
Exhibit 3.4
CERTIFICATE OF INCORPORATION
The undersigned, for the purpose of organizing a corporation to conduct business and promote the purpose hereinafter stated under the provisions of and subject to the requirements of the General Corporation law of the State of Delaware hereby certifies that:
FIRST
The name of the Company is Dunlop Standard Aerospace (US) Legal, Inc., (the “Company”).
SECOND
The address of the registered office of the Company in the State of Delaware is: 9 East Loockerman Street, Dover, DB 19901, and the name of the registered agent to the Company in the State of Delaware at such address is National Registered Agents, Inc. County of Kent.
THIRD
The business and purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH
The Company shall have the authority to issue a total of Three Thousand (3,000) shares of Common Stock, par value, $.01 per share.
FIFTH
The name and address of the incorporator is Mark W. Peery, 109 Bushaway Road, Wayzata, Minnesota 55391.
SIXTH
The Company shall be managed by the Board of Directors, which shall exercise all power under the laws of the State of Delaware, including, without limitation, the power to make, alter, or repeal the Company’s Bylaws.
SEVENTH
The number of directors of the Company shall be five (5).
EIGHTH
The Company shall indemnify to the full extent authorized or permitted by law any person made, or threatened to be made, a party to any, action or proceeding (whether civil, criminal, or otherwise) by reason of the fact that he, his testator or intestate, is or was a director or officer of the Company, or by reason of the fact that such director or officer, at the request of the Company, is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan, or other, enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law.
NINTH
No director of the Company shall be personally liable to the Company or its shareholders for monetary damages for any breach of fiduciary duty by such a director as a director. Despite the foregoing sentence, a director shall be liable to the extent provided by applicable law: (i) for any breach of the director’s duty of loyalty to the Company or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which such director derived an improper personal benefit. If the Delaware General Corporation law is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Company, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Delaware General Corporation Law. No amendment or repeal of this Article Ninth shall apply to, or have any effect on, the liability or alleged liability of any director of the Company for, or with respect to, any acts of omissions of such director occurring prior to such amendment.
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate hereby declaring and certifying that this is my act and deed, and the facts herein stated are true and, accordingly, have hereunto set my hand this 27 day of December, 1999.
