Attached files
CERTIFICATE
OF INCORPORATION
FIRST:
The name of this corporation shall be: JANEX INTERNATIONAL, INC.
SECOND:
Its registered office in the State of Delaware is to be located at 2711
Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware, 19808.
The name of its registered agent at such address is The Company
Corporation.
THIRD:
The purpose or purposes of the corporation shall be:
To engage
in any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH:
The total number of shares of stock, which this corporation is authorized to
issue, is Fifteen Hundred (1,500) shares of common stock without par
value.
FIFTH:
The name and address of the incorporator is as follows:
The
Company Corporation.
2711
Centerville Road
Suite
400
Wilmington,
Delaware 19808
SIXTH:
The Board of Directors shall have the power to adopt, amend or repeal the
by-laws.
SEVENTH:
No director shall be personally liable to the Corporation or its stockholders
for monetary damages for any breach of fiduciary duty by such director as a
director. Notwithstanding the foregoing sentence, a director shall be liable to
the extent provided by applicable law, (i) for 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 Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article Seventh shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.
IN
WITNESS WHEREOF, the undersigned, being the incorporator herein before named,
has executed signed and acknowledged this certificate of incorporation this 6th
day of July, 2007.
|
The
Company Corporation, Incorporator
|
|||
|
By:
|
/s/ Paul Pine
|
||
|
Name:
Paul Pine
|
|||
|
Assistant
Secretary
|
|||
|
State
of Delaware
|
|||
|
Secretary
of State
|
|||
|
Division
or Corporations
|
|||
|
Delivered
02:08 PM 07/06/2007
|
|||
|
FILED
02:12 PM 07/06/2007
|
|||
|
SRV
070788242 – 4384522 FILE
|
|||
DE
BC D-:CERTIFICATE OF INCORPORATION - SHORT SPECIMEN 09/00-1
(DESHORT)
|
Exhibit
3.8
|
Page
1 of 1
|