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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/23/05 Insurance Auto Auctions, Inc S-4 39:9.5M RR Donnelley/FA Insurance Auto Auctions Corp. IAA Services, Inc. IAA Acquisition Corp. |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.80M
Business-Combination Transaction
2: EX-3.1 Articles of Incoporation of Iaai HTML 156K
3: EX-3.2 By-Laws of Iaai HTML 125K
4: EX-3.3 Certification of Incorporation of Insurance Auto HTML 80K
Auctions Corp.
5: EX-3.4 By-Laws of Insurance Auto Auctions Corp. HTML 62K
6: EX-3.5 Articles of Incorporation of Iaai Services, Inc. HTML 52K
7: EX-3.6 By-Laws of Iaa Services, Inc. HTML 58K
8: EX-3.7 Certificate of Incorporation of Iaa Acquisition HTML 24K
Corp.
9: EX-3.8 By-Laws of Iaa Acquisition Corp. HTML 66K
10: EX-4.1 Indenture Dated 4/1/2005 HTML 628K
11: EX-4.2 Supplemental Indenture Dated 5/25/2005 HTML 31K
12: EX-4.4 Registration Rights Agreement Dated 4/1/2005 HTML 113K
13: EX-4.5 Assumption Agreement Dated 5/25/2005 HTML 25K
14: EX-5.1 Opinion of Katten Muchin Rosenman LLP HTML 22K
15: EX-10.1 Stock Incentive Plan of Axle Holdings HTML 69K
18: EX-10.10 Credit Agreement Dated 5/19/2005 HTML 509K
19: EX-10.11 Guarantee and Collateral Agreement Dated 5/25/2005 HTML 206K
20: EX-10.12 Form of Mortgage, Assignment of Leases & Rents, HTML 85K
Security Agrmnt.
21: EX-10.13 Intellectual Property Security Agreement HTML 44K
22: EX-10.14 Amended / Restated Limited Liability Co. Agreement HTML 314K
of Axle Holdings
23: EX-10.15 Shareholders Agreement of Axle Holdings HTML 145K
24: EX-10.16 Amended / Restated Registration Rights Agreement HTML 116K
25: EX-10.17 Form of Conversion Agreement HTML 45K
26: EX-10.18 Form of Exchange Stock Option Agreement HTML 48K
27: EX-10.19 Financial Advisory and Closing Fee Letter HTML 24K
Agreement
16: EX-10.2 Form of Nonqualified Stock Option Agreement of HTML 56K
Axle Holdings
28: EX-10.20 Letter Agreement From Axle Merger to Pcap, Lp HTML 21K
29: EX-10.21 Insurance Auto Auctions 2005 Incentive Plan HTML 25K
17: EX-10.7 Change of Control and Employment Agreement Dated HTML 63K
9/5/2000
30: EX-12.1 Statement Re: Computation of Ratio of Earnings to HTML 33K
Fixed Charges
31: EX-21.1 List of Subsidiaries of Iaai HTML 13K
32: EX-23.2 Consent of Kpmg LLP HTML 14K
33: EX-24.1 Power of Attorney for the Company HTML 17K
34: EX-24.2 Power of Attorney for the Guarantors HTML 16K
35: EX-25.1 Form T-1 HTML 38K
36: EX-99.1 Form of Letter of Transmittal HTML 95K
37: EX-99.2 Form of Notice of Guaranteed Delivery HTML 35K
38: EX-99.3 Form of Letter to Brokers, Dealers Commercial HTML 20K
Banks, Trust Co. Etc.
39: EX-99.4 Form of Letter to Clients HTML 25K
| Certificate of Incorporation of IAA Acquisition Corp. |
EXHIBIT 3.7
PAGE 1
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “IAA ACQUISITION CORP.” AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE SIXTH DAY OF MARCH, A.D. 2000, AT 9 O’CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
| 3188340 8100H 050634467 |
 |
Harriet Smith Windsor, Secretary of State AUTHENTICATION: 4062839 DATE: 08-02-05 |
| STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 09:00 AM 03/06/2000 001111546 – 3188340 |
CERTIFICATE OF INCORPORATION
OF
IAA ACQUISITION CORP.
FIRST: The name of the corporation is IAA Acquisition Corp. (the “Corporation”).
SECOND: The address of the Corporation’s registered office in the State of Delaware is 9 E. Loockerman Street, Dover, Delaware 19901 in the county of Kent. The name of the Corporation’s registered agent is National Registered Agents, Inc.
THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the “GCL”).
FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $.01 per share.
FIFTH: The name and mailing address of the Corporation’s incorporator is:
| Name |
Mailing Address | |
| Suzanne M. Hoffman | c/o Katten Muchin Zavis 525 West Monroe Street Suite 1600 |
SIXTH: The Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the by-laws of the Corporation (the “By-Laws”).
SEVENTH: Elections of directors need not be by written ballot unless otherwise provided in the By-Laws.
EIGHTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the GCL or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the
-2-
provisions of Section 279 of Title 8 of the GCL order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on this Corporation.
NINTH: The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the GCL.
TENTH: The Corporation shall indemnify each director, officer, trustee, employee or agent of the Corporation and each person who is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise in the manner and to the fullest extent provided in Section 145 of the GCL as the same now exists or may hereafter be amended.
The undersigned incorporator hereby acknowledges that the foregoing certificate of incorporation is such incorporator’s act and deed and that the facts stated therein are true.
Dated: March 6, 2000
| Suzanne M. Hoffman, Incorporator |
| c/o Katten Muchin Zavis |
| 525 West Monroe Street |
| Suite 1600 |
-3-
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/23/05 | None on these Dates | ||
| 3/6/00 | ||||
| List all Filings | ||||