Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 2.54M
Business-Combination Transaction
2: EX-1.1 Underwriting Agreement 44 211K
28: EX-3.1(AA) Articles of Incorporation/Organization or By-Laws 9 44K
29: EX-3.1(AB) Articles of Incorporation/Organization or By-Laws 3 26K
30: EX-3.1(AC) Articles of Incorporation/Organization or By-Laws 10 43K
31: EX-3.1(AD) Articles of Incorporation/Organization or By-Laws 4 29K
32: EX-3.1(AE) Articles of Incorporation/Organization or By-Laws 3 30K
33: EX-3.1(AF) Articles of Incorporation/Organization or By-Laws 6 39K
34: EX-3.1(AG) Articles of Incorporation/Organization or By-Laws 11 39K
35: EX-3.1(AH) Articles of Incorporation/Organization or By-Laws 4 27K
36: EX-3.1(AI) Articles of Incorporation/Organization or By-Laws 4 31K
37: EX-3.1(AJ) Articles of Incorporation/Organization or By-Laws 21 69K
38: EX-3.1(AK) Articles of Incorporation/Organization or By-Laws 6 34K
39: EX-3.1(AL) Articles of Incorporation/Organization or By-Laws 5 40K
40: EX-3.1(AM) Articles of Incorporation/Organization or By-Laws 5 32K
41: EX-3.1(AN) Articles of Incorporation/Organization or By-Laws 4 31K
42: EX-3.1(AO) Articles of Incorporation/Organization or By-Laws 5 36K
43: EX-3.1(AP) Articles of Incorporation/Organization or By-Laws 3 31K
44: EX-3.1(AQ) Articles of Incorporation/Organization or By-Laws 4 29K
45: EX-3.1(AR) Articles of Incorporation/Organization or By-Laws 3 26K
46: EX-3.1(AS) Articles of Incorporation/Organization or By-Laws 3 31K
47: EX-3.1(AT) Articles of Incorporation/Organization or By-Laws 9 55K
48: EX-3.1(AU) Articles of Incorporation/Organization or By-Laws 12 52K
49: EX-3.1(AV) Articles of Incorporation/Organization or By-Laws 12 50K
50: EX-3.1(AW) Articles of Incorporation/Organization or By-Laws 7 47K
51: EX-3.1(AX) Articles of Incorporation/Organization or By-Laws 15 47K
52: EX-3.1(AY) Articles of Incorporation/Organization or By-Laws 14 58K
53: EX-3.1(AZ) Articles of Incorporation/Organization or By-Laws 8 40K
3: EX-3.1(B) Articles of Incorporation/Organization or By-Laws 5 35K
54: EX-3.1(BA) Articles of Incorporation/Organization or By-Laws 11 47K
55: EX-3.1(BB) Articles of Incorporation/Organization or By-Laws 19 73K
56: EX-3.1(BC) Articles of Incorporation/Organization or By-Laws 21 62K
57: EX-3.1(BD) Articles of Incorporation/Organization or By-Laws 16 54K
58: EX-3.1(BE) Articles of Incorporation/Organization or By-Laws 9 49K
59: EX-3.1(BF) Articles of Incorporation/Organization or By-Laws 18 58K
60: EX-3.1(BG) Articles of Incorporation/Organization or By-Laws 5 31K
61: EX-3.1(BH) Articles of Incorporation/Organization or By-Laws 3 30K
62: EX-3.1(BI) Articles of Incorporation/Organization or By-Laws 5 32K
63: EX-3.1(BJ) Articles of Incorporation/Organization or By-Laws 9 41K
64: EX-3.1(BK) Articles of Incorporation/Organization or By-Laws 4 30K
65: EX-3.1(BL) Articles of Incorporation/Organization or By-Laws 3 30K
66: EX-3.1(BM) Articles of Incorporation/Organization or By-Laws 4 29K
67: EX-3.1(BN) Articles of Incorporation/Organization or By-Laws 3 30K
68: EX-3.1(BO) Articles of Incorporation/Organization or By-Laws 4 31K
69: EX-3.1(BP) Articles of Incorporation/Organization or By-Laws 5 38K
70: EX-3.1(BQ) Articles of Incorporation/Organization or By-Laws 3 29K
71: EX-3.1(BR) Articles of Incorporation/Organization or By-Laws 3 30K
72: EX-3.1(BS) Articles of Incorporation/Organization or By-Laws 15 47K
4: EX-3.1(C) Articles of Incorporation/Organization or By-Laws 2 26K
5: EX-3.1(D) Articles of Incorporation/Organization or By-Laws 2 26K
6: EX-3.1(E) Articles of Incorporation/Organization or By-Laws 2 26K
7: EX-3.1(F) Exhibit 3.1(G) 3 28K
8: EX-3.1(G) Articles of Incorporation/Organization or By-Laws 9 43K
9: EX-3.1(H) Articles of Incorporation/Organization or By-Laws 10 50K
10: EX-3.1(I) Articles of Incorporation/Organization or By-Laws 17 65K
11: EX-3.1(J) Articles of Incorporation/Organization or By-Laws 1 23K
12: EX-3.1(K) Articles of Incorporation/Organization or By-Laws 2 26K
13: EX-3.1(L) Articles of Incorporation/Organization or By-Laws 3 30K
14: EX-3.1(M) Articles of Incorporation/Organization or By-Laws 3 27K
15: EX-3.1(N) Articles of Incorporation/Organization or By-Laws 6 32K
16: EX-3.1(O) Articles of Incorporation/Organization or By-Laws 2 26K
17: EX-3.1(P) Articles of Incorporation/Organization or By-Laws 16 62K
18: EX-3.1(Q) Articles of Incorporation/Organization or By-Laws 10 44K
19: EX-3.1(R) Articles of Incorporation/Organization or By-Laws 3 29K
20: EX-3.1(S) Articles of Incorporation/Organization or By-Laws 9 41K
21: EX-3.1(T) Articles of Incorporation/Organization or By-Laws 10 45K
22: EX-3.1(U) Articles of Incorporation/Organization or By-Laws 6 38K
23: EX-3.1(V) Articles of Incorporation/Organization or By-Laws 5 30K
24: EX-3.1(W) Articles of Incorporation/Organization or By-Laws 4 32K
25: EX-3.1(X) Articles of Incorporation/Organization or By-Laws 2 25K
26: EX-3.1(Y) Articles of Incorporation/Organization or By-Laws 2 26K
27: EX-3.1(Z) Exhibit 3.1 2 26K
73: EX-3.2(B) Articles of Incorporation/Organization or By-Laws 17 84K
77: EX-4.11 Instrument Defining the Rights of Security Holders 168 680K
78: EX-4.12 Instrument Defining the Rights of Security Holders 6 40K
74: EX-4.5 Instrument Defining the Rights of Security Holders 4 34K
75: EX-4.6 Instrument Defining the Rights of Security Holders 7 46K
76: EX-4.8 Instrument Defining the Rights of Security Holders 6 40K
79: EX-5.1 Opinion re: Legality 5 39K
80: EX-10.2 Material Contract 157 409K
81: EX-12.1 Statement re: Computation of Ratios 2± 26K
82: EX-23.2 Consent of Experts or Counsel 1 23K
83: EX-25.1 Statement re: Eligibility of Trustee HTML 81K
84: EX-99.1 Miscellaneous Exhibit HTML 82K
85: EX-99.2 Miscellaneous Exhibit HTML 37K
86: EX-99.3 Miscellaneous Exhibit HTML 26K
87: EX-99.4 Miscellaneous Exhibit HTML 31K
88: EX-99.5 Miscellaneous Exhibit HTML 30K
EX-3.1(AO) — Articles of Incorporation/Organization or By-Laws
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EXHIBIT 3.1 (AO)
CERTIFICATE OF INCORPORATION
OF
WEST FOODS, INC.
FIRST: The name of this company is
WEST FOODS, INC.
SECOND: The registered office in the State of Delaware is located at
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
and address of its registered agent is The corporation Trust Company, 100 West
Tenth Street, Wilmington, Delaware.
THIRD: The nature of the business, or objects or purposes proposed to
be transacted, promoted or carried on are:
(1) To purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, lease, assign and transfer or otherwise dispose of,
trade, deal in and deal with goods, products, wares and merchandise and personal
property of every class and description.
(2) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.
(3) To acquire, and pay for in cash, stock or bonds of this
corporation or otherwise, the good will, rights, assets and property, and to
undertake or assume the whole or any part of the obligations or liabilities of
any person, firm, association or corporation.
(4) To acquire, hold, use, sell, assign, lease, grant licenses
in respect of, mortgage or otherwise dispose of letters patent of the United
States or any foreign country, patent rights, licenses and privileges,
inventions, improvements and processes, copyrights, trademarks and trade names,
relating to or useful in connection with any business of this corporation.
(5) To acquire by purchase, subscription or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise dispose of or deal in and with any of the shares of the
capital stock, or any voting trust certificates in respect of the shares of
capital stock, scrip, warrants, rights, bonds, debentures, notes, trust
receipts, and other securities, obligations, choses in action and evidences of
indebtedness or interest issued or created by any corporations, joint stock
companies, syndicates, associations, firms, trusts or persons, public or
private, or by the government of the United States of America, or by any foreign
government, or by any state, territory, province, municipality or other
political subdivision or by any governmental agency, and as owner thereof to
possess and exercise all the rights, powers and privileges of ownership,
including the right to execute consents and vote thereon, and to do any and all
acts and things necessary or advisable for the preservation, protection,
improvement and enhancement in value thereof.
(6) To borrow or raise moneys for any of the purposes of the
corporation and, from time to time without limit as to amount, to draw, make,
accept, endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation for its corporate
purposes.
(7) To purchase, receive, take by grant, gift, devise, bequest
or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and
otherwise deal in and with real or personal property, or any interest therein,
wherever situated, and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of the corporation's property and
assets, or any interest therein, wherever situated.
(8) In general, to possess and exercise all the powers and
privileges granted by the General Corporation Law of Delaware or by any other
law of Delaware or by this Certificate of Incorporation together with any powers
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the corporation.
(9) The business and purposes specified in the foregoing
clauses shall, except where otherwise expressed, be in nowise limited or
restricted by reference to, or inference from, the terms of any other clause in
this Certificate of Incorporation, but the business and purposes specified in
each of the foregoing clauses of this article shall be independent business and
purposes.
FOURTH: The total number of shares of capital stock which may by issued
by the corporation is 250 shares, of the par value of $1 per share. Only one
class of stock may be issued by the corporation.
FIFTH: The names and mailing addresses of each of the incorporators are
as follows:
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NAME MAILING ADDRESS
----------------- ---------------------------
David A. Anderson 350 Delaware Trust Building
900 Market Street
Wilmington, Delaware 19801
SIXTH: The corporation shall have perpetual existence.
SEVENTH: The number of directors of the corporation shall be as
specified in the By-Laws and such number may from time to time be increased or
decreased by the stockholders or the Board of Directors as may be prescribed in
the By-Laws. Directors need not be stockholders.
EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
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(1) To make, alter or repeal the By-Laws of the corporation.
(2) To authorize and cause to be executed mortgages and liens
upon the real and personal property of the corporation.
(3) To set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose and to
abolish any such reserve in the manner in which it was created.
(4) By a majority of the whole Board, to designate one or more
committees, each committee to consist of two or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. Any such committee, to the extent provided in the
Resolution or in the By-Laws of the corporation, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation to be affixed
to all papers which may require it; provided, however, the By-Laws may provide
that in the absence or disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
(5) When and as authorized by the affirmative vote of the
holders of a majority of the stock issued and outstanding having voting power
given at a stockholders' meeting duly called upon such notice as is required by
statute, or when authorized by the written consent of the holders of a majority
of the voting stock issued and outstanding to sell, lease or exchange all or
substantially all of the property and assets of the corporation, including its
good will and its corporate franchises, upon such terms and conditions and for
such consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as its Board of Directors shall deem expedient and for the best
interests of the corporation.
NINTH: If the By-Laws so provide, the stockholders and Board of
Directors shall have power to hold their meetings, to have an office or offices
and to keep the books of the corporation, subject to the provisions of the laws
of the State of Delaware, outside of said state at such place or places as may
from time to time be designated by them, whether within or without the United
States of America.
TENTH: A director of the corporation shall not be disqualified by his
office from dealing or contracting with the corporation either as vendor,
purchaser or otherwise, nor shall any transaction or contract of the corporation
be void or voidable by reason of the fact that any director or any firm of which
any director is a member, or any corporation of which any director is a
shareholder, director or officer, is in any way interested in such transaction
or contract, provided that such transaction or contract is or shall be
authorized, ratified or approved either (1) by vote of a majority of a quorum of
the Board of Directors or of the Executive Committee without counting in such
majority or quorum any director so interested or a member of a firm so
interested or a shareholder, director or officer of a corporation so interested,
or (2) by a vote at a
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stockholders' meeting of the holders of record of a majority of all the
outstanding shares of stock of the corporation entitled to vote or by a writing
or writings signed by a majority of such holders (and any director holding stock
entitled to vote may vote for the authorization, ratification or approval of any
transaction or contract in which he was interested, directly or indirectly, as
aforesaid with the same effect as if he were not directly or indirectly
interested therein); nor shall any director be liable to account to the
corporation for any profits realized by and from or through any such transaction
or contract of the corporation authorized, ratified or approved as aforesaid by
reason of the fact that he or any firm of which he is a member, or any
corporation of which he is a shareholder, director, or officer, was interested
in such transaction or contract.
ELEVENTH: 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.
I, THE UNDERSIGNED, being each of the incorporators
hereinbefore named for the purpose of forming a corporation to do business both
within and without the State of Delaware, pursuant to the General Corporation
Law of the State of Delaware, being Chapter 1 of Title 8 of the Delaware Code,
do make and file 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 and seal this 9th day of March, 1973.
/s/ David A. Anderson (SEAL)
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STATE OF DELAWARE )
) SS.
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 9th day of March, 1973,
personally came before me, a Notary Public for the State of Delaware, DAVID A.
ANDERSON, party to the foregoing Certificate of Incorporation, known to me
personally to be such, and acknowledged the said Certificate to be his act and
deed and that the facts therein stated are true.
GIVEN under my hand and seal of office the day and year
aforesaid.
/s/
----------------------------------------------
Notary Public
(SEAL)
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