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(AL) — Articles of Incorporation/Organization or By-Laws
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EXHIBIT 3.1(AL)
CERTIFICATE OF INCORPORATION
of
STANDARD FRUIT AND STEAMSHIP COMPANY
FIRST: The name of this company is STANDARD FRUIT AND STEAMSHIP
COMPANY.
SECOND: The registered office in the State of Delaware is located at
No. 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, No.
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 acquire, possess, own, hold, lease, operate, manage,
cultivate, maintain, improve, sell, encumber and dispose of
fruit, sugar, coffee, nut, vegetable, grain and other
agricultural lands, farms, plantations, groves, orchards,
timber lands and cattle lands and ranches, and to conduct
agricultural and ranch operations at such place or places in
any part of the world as the Directors may from time to time
select; and in connection therewith, to engage in the
production, buying, selling, transportation and marketing of
all kinds of agricultural, horticultural, forest and timber
products and cattle and other animals.
(2) To buy, sell, deal in, deal with, import and export fruit,
vegetables, nuts, poultry, provisions, sugar, coffee, grain,
meat and other produce, products, articles and commodities,
raw and/or manufactured; to trade generally in all manner of
foreign and domestic products, raw (in their natural condition
or tinned-canned or preserved) and/or manufactured, and in
cattle, poultry and other animals, and in timber and all the
products and by-products thereof; to conduct and carry on a
mercantile establishment or establishments for the purposes
aforesaid and for general commercial purposes; to conduct and
carry on the business of refiners, lumbermen and
manufacturers, miners, driller, prospectors, packers, brokers,
stockowners and breeders.
(3) To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise
dispose of, trade, deal in and deal with goods, wares and
merchandise and personal property of every class and
description.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
(10) 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,
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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 be issued
by the corporation is 100 shares, of the par value of $10 per share.
FIFTH: The names and mailing addresses of each of the incorporators are
as follows:
[Download Table]
NAME MAILING ADDRESS
David F. Anderson....................... 350 Delaware Trust Building
Wilmington, Delaware 19801
Richard E. Poole........................ 350 Delaware Trust Building
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, not less than five (5), 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:
(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
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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 stockholder's 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 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.
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WE, 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 our act and deed and
the facts herein stated are true, and accordingly have hereunto set our hands
and seals this 2nd day of January A.D., 1968.
/s/ DAVID F. ANDERSON (Seal)
David F. Anderson
/s/ RICHARD E. POOLE (Seal)
Richard E. Poole
STATE OF DELAWARE )
) ss:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 2nd day of January A.D., 1968,
personally came before me, a Notary Public for the State of Delaware, DAVID F.
ANDERSON and RICHARD E. POOLE, parties to the foregoing Certificate of
Incorporation, known to me personally to be such, and severally acknowledged the
said Certificate to be the act and deed of the signers respectively and that the
facts therein stated are truly set forth.
GIVEN under my hand and seal of office the day and year
aforesaid.
/s/ LAURA M. LENTZ
Notary Public
[Notarial Seal]
I, ROBERT M. MOORE, secretary of Standard Fruit and Steamship
Company do certify that the foregoing is a true and complete copy of the
Certificate of Incorporation of the Standard Fruit and Steamship Company, as
adopted January 2, 1968 and amended to date, and the same is in force at the
date hereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of said corporation, this 12th day of February 1969.
/s/ Robert M. Moore
--------------------------------------
Secretary
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