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Document/Exhibit Description Pages Size 1: S-4 Registration of Securities Issued in a HTML 4.62M Business-Combination Transaction 2: EX-2.1 Agreement and Plan of Merger HTML 438K 3: EX-3.1 Certificate of Incorporation of Kar Holdings, HTML 71K Inc., as Amended 12: EX-3.10 Operating Agreement for A.D.E. of Knoxville, LLC, HTML 127K as Amended 102: EX-3.100 Code of Regulations for Auto Disposal Systems, HTML 78K Inc. 103: EX-3.101 Articles of Organization of Ads Ashland, LLC HTML 69K 104: EX-3.102 Operating Agreement for Ads Ashland, LLC HTML 117K 105: EX-3.103 Articles of Organization of Ads Priority Transport HTML 60K Ltd. 106: EX-3.104 Operating Agreement for Ads Priority Transport HTML 118K Ltd. 107: EX-3.105 Articles of Organization of Dent Demon, LLC HTML 71K 108: EX-3.106 Operating Agreement for Dent Demon, LLC HTML 115K 109: EX-3.107 Certificate of Incorporation of Sioux Falls Auto HTML 76K Auction, Inc. 110: EX-3.108 By-Laws of Sioux Falls Auto Auction, Inc. HTML 107K 111: EX-3.109 Articles of Incorporation of Zabel & Associates, HTML 64K Inc. 13: EX-3.11 Articles of Organization of Adesa Ark-La-Tex, LLC HTML 64K 112: EX-3.110 By-Laws of Zabel & Associates, Inc. HTML 107K 14: EX-3.12 Amended and Restated Operating Agreement for Adesa HTML 123K Ark-La-Tex, LLC, as Amended 15: EX-3.13 Certificate of Formation of Adesa Arkansas, LLC HTML 99K 16: EX-3.14 Operating Agreement for Adesa Arkansas, LLC, as HTML 128K Amended 17: EX-3.15 Certificate of Formation of Adesa Atlanta, LLC HTML 64K 18: EX-3.16 Amended and Restated Operating Agreement for Adesa HTML 122K Atlanta, LLC, as Amended 19: EX-3.17 Articles of Organization of Adesa Birmingham, LLC HTML 82K 20: EX-3.18 Operating Agreement for Adesa Birmingham, LLC, as HTML 129K Amended 21: EX-3.19 Articles of Organization-Conversion of Adesa HTML 69K California, LLC 4: EX-3.2 By-Laws of Kar Holdings, Inc. HTML 160K 22: EX-3.20 Operating Agreement for Adesa California, LLC, as HTML 116K Amended 23: EX-3.21 Articles of Organization of Adesa Charlotte, LLC HTML 72K 24: EX-3.22 Operating Agreement for Adesa Charlotte, LLC, as HTML 133K Amended 25: EX-3.23 Articles of Organization of Adesa Colorado, LLC HTML 95K 26: EX-3.24 Operating Agreement for Adesa Colorado, LLC, as HTML 131K Amended 27: EX-3.25 Articles of Organization of Adesa Dealer Services, HTML 72K LLC 28: EX-3.26 Operating Agreement for Adesa Dealer Services, LLC HTML 117K 29: EX-3.27 Articles of Organization of Adesa Des Moines, LLC HTML 85K 30: EX-3.28 Operating Agreement for Adesa Des Moines, LLC, as HTML 132K Amended 31: EX-3.29 Articles of Organization of Adesa Florida, LLC HTML 75K 5: EX-3.3 Amended and Restated Certificate of Incorporation HTML 69K of Adesa, Inc. 32: EX-3.30 Operating Agreement for Adesa Florida, LLC, as HTML 129K Amended 33: EX-3.31 Certificate of Formation of Adesa Impact Texas, HTML 83K LLC 34: EX-3.32 Operating Agreement for Adesa Impact Texas, LLC, HTML 124K as Amended 35: EX-3.33 Articles of Organization of Adesa Indianapolis, HTML 72K LLC 36: EX-3.34 Operating Agreement for Adesa Indianapolis, LLC, HTML 131K as Amended 37: EX-3.35 Articles of Organization of Adesa Lansing, LLC HTML 110K 38: EX-3.36 Operating Agreement for Adesa Lansing, LLC, as HTML 128K Amended 39: EX-3.37 Articles of Organization of Adesa Lexington, LLC HTML 78K 40: EX-3.38 Operating Agreement for Adesa Lexington, LLC, as HTML 134K Amended 41: EX-3.39 Articles of Organization of Adesa Mexico, LLC HTML 71K 6: EX-3.4 Amended and Restated By-Laws of Adesa, Inc. HTML 107K 42: EX-3.40 Operating Agreement for Adesa Mexico, LLC HTML 111K 43: EX-3.41 Certificate of Organization of Adesa Missouri, LLC HTML 91K 44: EX-3.42 Operating Agreement for Adesa Missouri, LLC, as HTML 120K Amended 45: EX-3.43 Certificate of Formation of Adesa New Jersey, LLC HTML 68K 46: EX-3.44 Operating Agreement for Adesa New Jersey, LLC, as HTML 120K Amended 47: EX-3.45 Articles of Organization of Adesa New York, LLC HTML 70K 48: EX-3.46 Operating Agreement for Adesa New York, LLC, as HTML 131K Amended 49: EX-3.47 Articles of Organization of Adesa Ohio, LLC HTML 86K 50: EX-3.48 Operating Agreement for Adesa Ohio, LLC, as HTML 130K Amended 51: EX-3.49 Articles of Organization of Adesa Oklahoma, LLC HTML 88K 7: EX-3.5 Articles of Organization of Adesa Corporation, LLC HTML 71K 52: EX-3.50 Operating Agreement for Adesa Oklahoma, LLC, as HTML 130K Amended 53: EX-3.51 Certificate of Organization of Adesa Pennsylvania, HTML 132K Inc. 54: EX-3.52 Operating Agreement for Adesa Pennsylvania, LLC HTML 115K 55: EX-3.53 Articles of Incorporation of Tri-State Auction HTML 89K Co., Inc. 56: EX-3.54 By-Laws of Tri-State Auction Co., Inc. HTML 106K 57: EX-3.55 Certificate of Formation of Adesa Phoenix, LLC HTML 63K 58: EX-3.56 Amended and Restated Operating Agreement for Adesa HTML 122K Phoenix, LLC, as Amended 59: EX-3.57 Certificate of Incorporation of Axle Holdings, HTML 68K Inc., as Amended 60: EX-3.58 By-Laws of Axle Holdings, Inc. HTML 159K 61: EX-3.59 Articles of Organization of Adesa San Diego, LLC HTML 76K 8: EX-3.6 Operating Agreement for Adesa Corporation, LLC, as HTML 120K Amended 62: EX-3.60 Amended and Restated Operating Agreement for Adesa HTML 119K San Diego, LLC, as Amended 63: EX-3.61 Articles of Organization of Adesa-South Florida, HTML 62K LLC 64: EX-3.62 Amended and Restated Operating Agreement for HTML 115K Adesa-South Florida, LLC 65: EX-3.63 Articles of Organization of Adesa Southern HTML 72K Indiana, LLC 66: EX-3.64 Operating Agreement for Adesa Southern Indiana, HTML 132K LLC, as Amended 67: EX-3.65 Articles of Incorporation of Adesa Texas, Inc. HTML 82K 68: EX-3.66 Amended and Restated Code of By-Laws of Adesa HTML 109K Texas, Inc. 69: EX-3.67 Articles of Organization of Adesa Virginia, LLC HTML 71K 70: EX-3.68 Operating Agreement for Adesa Virginia, LLC, as HTML 122K Amended 71: EX-3.69 Certificate of Formation of Adesa Washington, LLC HTML 92K 9: EX-3.7 Articles of Incorporation of A.D.E. of Ark-La-Tex, HTML 74K Inc. 72: EX-3.70 Operating Agreement for Adesa Washington, LLC, as HTML 130K Amended 73: EX-3.71 Articles of Organization of Adesa Wisconsin, LLC HTML 103K 74: EX-3.72 Operating Agreement for Adesa Wisconsin, LLC, as HTML 129K Amended 75: EX-3.73 Articles of Organization of Afc Cal, LLC HTML 69K 76: EX-3.74 Amended and Restated Operating Agreement for Afc HTML 93K Cal, LLC 77: EX-3.75 Restated Certificate of Limited Partnership of HTML 141K Asset Holdings Iii, L.P. 78: EX-3.76 Amended and Restated Partnership Agreement for HTML 231K Asset Holdings Iii, L.P. 79: EX-3.77 Certificate of Organization of Auto Dealers HTML 100K Exchange of Concord, LLC 80: EX-3.78 Operating Agreement for Auto Dealers Exchange of HTML 132K Concord, LLC, as Amended 81: EX-3.79 Articles of Organization of Auto Dealers Exchange HTML 99K of Memphis, LLC 10: EX-3.8 Amended and Restated Code of By-Laws of A.D.E. of HTML 109K Ark-La-Tex, Inc. 82: EX-3.80 Operating Agreement for Auto Dealers Exchange of HTML 133K Memphis, LLC, as Amended 83: EX-3.81 Articles of Organization of Automotive Finance HTML 72K Consumer Division, LLC 84: EX-3.82 Operating Agreement for Automotive Finance HTML 115K Consumer Division, LLC 85: EX-3.83 Articles of Amend. and Restate. of Articles of HTML 106K Inc. of Automotive Finance Corp. 86: EX-3.84 Amended and Restated Code of By-Laws of Automotive HTML 80K Finance Corporation 87: EX-3.85 Articles of Incorporation of Automotive Recovery HTML 90K Services, Inc. 88: EX-3.86 Amended and Restated Code of By-Laws of Automotive HTML 108K Recovery Services, Inc. 89: EX-3.87 Articles of Incorporation of Autovin, Inc. HTML 70K 90: EX-3.88 Amended and Restated Code of By-Laws of Autovin, HTML 108K Inc. 91: EX-3.89 Articles of Incorporation of Par, Inc. HTML 96K 11: EX-3.9 Articles of Organization of A.D.E. of Knoxville, HTML 80K LLC 92: EX-3.90 Amended and Restated Code of By-Laws of Par, Inc. HTML 109K 93: EX-3.91 Articles of Incorporation of Insurance Auto HTML 251K Auctions, Inc. 94: EX-3.92 By-Laws of Insurance Auto Auctions, Inc. HTML 151K 95: EX-3.93 Articles of Incorporation of Insurance Auto HTML 107K Auctions Corp. 96: EX-3.94 By-Laws of Insurance Auto Auctions Corp. HTML 98K 97: EX-3.95 Certificate of Incorporation of Iaa Acquisition HTML 65K Corp. 98: EX-3.96 By-Laws of Iaa Acquisition Corp. HTML 107K 99: EX-3.97 Articles of Incorporation of Iaa Services, Inc. HTML 94K 100: EX-3.98 By-Laws of Iaa Services, Inc. HTML 101K 101: EX-3.99 Articles of Incorporation of Auto Disposal HTML 83K Systems, Inc., as Amended 113: EX-4.1 Indenture (Floating Rate Senior Notes) HTML 701K 122: EX-4.10 Second Supplemental Indenture (Fixed Rate Senior HTML 75K Notes) 123: EX-4.11 Second Supplemental Indenture (Senior Subordinated HTML 76K Notes) 114: EX-4.2 Indenture (Fixed Rate Senior Notes) HTML 690K 115: EX-4.3 Indenture (Senior Subordinated Notes) HTML 757K 116: EX-4.4 Supplemental Indenture (Floating Rate Senior HTML 81K Notes) 117: EX-4.5 Supplemental Indenture (Fixed Rate Senior Notes) HTML 81K 118: EX-4.6 Supplemental Indenture (Senior Subordinated Notes) HTML 81K 119: EX-4.7 Exchange and Registration Rights Agreement HTML 252K 120: EX-4.8 Registration Rights Agreement HTML 178K 121: EX-4.9 Second Supplemental Indenture (Floating Rate HTML 75K Senior Notes) 124: EX-5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom HTML 99K LLP 125: EX-10.1 Guarantee and Collateral Agreement HTML 287K 132: EX-10.10 Form of Conversion Stock Option Agreement HTML 93K 133: EX-10.11 Form of Amendment to Conversion Stock Option HTML 66K Agreement 134: EX-10.12 Form of Rollover Stock Option Agreement HTML 101K 135: EX-10.13 Form of Conversion Agreement HTML 90K 136: EX-10.14 Stock Incentive Plan of Kar Holdings, Inc. HTML 109K 137: EX-10.15 Form of Nonqualified Stock Option Agreement HTML 97K 138: EX-10.16 Employment Agreement (John Nordin) HTML 105K 139: EX-10.17 Amendment to Employment Agreement (John Nordin) HTML 62K 140: EX-10.18 Financial Advisory Agreement (Goldman, Sachs & HTML 68K Co.) 141: EX-10.19 Financial Advisory Agreement (Valueact Capital HTML 69K Master Fund, L.P.) 126: EX-10.2 Credit Agreement HTML 611K 142: EX-10.20 Financial Advisory Agreement (Pcap, L.P.) HTML 69K 143: EX-10.21 2007 Incentive Plan Executive Management of HTML 69K Insurance Auto Auctions, Inc. 144: EX-10.22 Amended and Restated Employment Agreement (Thomas HTML 104K C. O'Brien) 145: EX-10.23 Limited Liability Company Agreement of Kar HTML 78K Holdings Ii, LLC 146: EX-10.24 Amended and Restated Limited Liability Company HTML 338K Agm'T of Axle Holdings Ii, LLC 147: EX-10.25 Amendment to Amend & Rest. Limited Liability Co. HTML 65K Agm'T of Axle Holdings Ii, LLC 148: EX-10.26 First Amend. to Amend & Rest. Ltd. Liability Co. HTML 69K Agm'T of Axle Holdings Ii, LLC 149: EX-10.27 2007 Annual Incentive Program for Kar Holdings HTML 71K 150: EX-10.28 Tax Sharing Agreement HTML 168K 151: EX-10.29 Trust Indenture HTML 311K 127: EX-10.3 Assumption Agreement HTML 108K 152: EX-10.30 Bond Purchase Agreement HTML 152K 153: EX-10.31 Lease Agreement HTML 272K 154: EX-10.32 Amended and Restated Purchase and Sale Agreement HTML 239K 155: EX-10.33 Amendment No. 1 to Amended and Restated Purchase HTML 75K and Sale Agreement 156: EX-10.34 Amendment No. 2 to Amended and Restated Purchase HTML 70K and Sale Agreement 157: EX-10.35 Amendment No. 3 to Amended and Restated Purchase HTML 72K and Sale Agreement 158: EX-10.36 Third Amended and Restated Receivables Purchase HTML 865K Agreement 128: EX-10.4 Intellectual Property Security Agreement HTML 127K 129: EX-10.5 Shareholders Agreement HTML 193K 130: EX-10.8 Financial Advisory Agreement (Kelso & Company, HTML 70K L.P.) 131: EX-10.9 Conversion Option Plan of Kar Holdings, Inc. HTML 105K 159: EX-12.1 Statement of Computation of Ratio of Earnings to HTML 103K Fixed Charges 160: EX-21.1 Subsidiaries of Kar Holdings, Inc. HTML 81K 161: EX-23.1 Consent of Kpmg LLP HTML 60K 162: EX-23.2 Consent of Pricewaterhousecoopers LLP HTML 58K 163: EX-25.1 Form T-1 (Floating Rate Senior Notes) HTML 132K 164: EX-25.2 Form T-1 (Fixed Rate Senior Notes) HTML 130K 165: EX-25.3 Form T-1 (Senior Subordinated Notes) HTML 130K 166: EX-99.1 Form of Letter to Clients HTML 71K 167: EX-99.2 Form of Letter to Brokers, Dealers HTML 66K
Certificate of Incorporation of Axle Holdings, Inc., as amended |
Exhibit 3.57
CERTIFICATE OF INCORPORATION
OF
AXLE HOLDINGS, INC.
FIRST: The name of the Corporation is Axle Holdings, Inc. (the “Corporation”).
SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one hundred (100) shares of Common Stock, each having a par value of one cent ($0.01).
FIFTH: The name and mailing address of the Sole Incorporator is as follows:
Name |
Address | |
P.O. Box 636 | ||
Wilmington, DE 19899 |
SIXTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
(1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, as the By-Laws of the Corporation may provide.
(2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.
(3) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.
(4) No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (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 GCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article SIXTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.
(5) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.
SEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.
EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
2
I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the GCL, do 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 18th day of February, 2005.
Deborah M. Reusch |
Sole Incorporator |
3
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
AXLE HOLDINGS, INC.
Pursuant to Sections 228 and 242 of the General
Corporation Law of the State of Delaware
Axle Holdings, Inc., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:
FIRST: Article FOURTH of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as set forth below:
“The total number of shares of stock which the Corporation shall have authority to issue is ten million (10,000,000) shares of Common Stock, each having a par value of one cent ($0.01).”
SECOND: The foregoing amendment was duly adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.
[Remainder of page is intentionally blank.]
4
IN WITNESS WHEREOF, Axle Holdings, Inc. has caused this Certificate to be duly executed in its corporate name this 23rd day of May, 2005.
Axle Holdings, Inc. | ||
By: | ||
Name: | James J. Connors II, Esq. | |
Title: | Vice President and Assistant Secretary |
5
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 OPENLANE, Inc. 10-K 12/31/23 112:14M 11/02/23 OPENLANE, Inc. 10-Q 9/30/23 68:7.4M 8/03/23 OPENLANE, Inc. 10-Q 6/30/23 66:7.3M 5/03/23 OPENLANE, Inc. 10-Q 3/31/23 60:6.8M 3/22/23 OPENLANE, Inc. 10-Q/A 9/30/22 62:7.2M 3/22/23 OPENLANE, Inc. 10-Q/A 6/30/22 61:7M 3/22/23 OPENLANE, Inc. 10-Q/A 3/31/22 61:6.1M 3/09/23 OPENLANE, Inc. 10-K 12/31/22 111:15M 11/02/22 OPENLANE, Inc. 10-Q 9/30/22 62:9.3M 8/03/22 OPENLANE, Inc. 10-Q 6/30/22 58:7.4M 5/04/22 OPENLANE, Inc. 10-Q 3/31/22 59:6.4M 2/23/22 OPENLANE, Inc. 10-K 12/31/21 110:15M 11/03/21 OPENLANE, Inc. 10-Q 9/30/21 57:6.9M 8/04/21 OPENLANE, Inc. 10-Q 6/30/21 55:6.8M 5/05/21 OPENLANE, Inc. 10-Q 3/31/21 57:5.6M 2/18/21 OPENLANE, Inc. 10-K 12/31/20 105:14M 11/04/20 OPENLANE, Inc. 10-Q 9/30/20 68:9.7M 8/05/20 OPENLANE, Inc. 10-Q 6/30/20 67:8.8M |