Attached files
| file | filename |
|---|---|
| S-1 - AEROFLEX INC | v198376_s1.htm |
| EX-5.1 - AEROFLEX INC | v198376_ex5-1.htm |
| EX-3.45 - AEROFLEX INC | v198376_ex3-45.htm |
| EX-3.44 - AEROFLEX INC | v198376_ex3-44.htm |
| EX-3.35 - AEROFLEX INC | v198376_ex3-35.htm |
| EX-3.43 - AEROFLEX INC | v198376_ex3-43.htm |
| EX-23.2 - AEROFLEX INC | v198376_ex23-2.htm |
| EX-21.1 - AEROFLEX INC | v198376_ex21-1.htm |
| EX-3.41 - AEROFLEX INC | v198376_ex3-41.htm |
| EX-3.42 - AEROFLEX INC | v198376_ex3-42.htm |
| EX-12.1 - AEROFLEX INC | v198376_ex12-1.htm |
AEROFLEX
ACQUISITION ONE, INC.
CERTIFICATE
OF INCORPORATION
FIRST: The name of this
corporation shall be Aeroflex Acquisition One, Inc. (the
“Corporation”).
SECOND: The Corporation’s
registered office in the State of Delaware is to be located at Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle,
19801 and its registered agent at such address is THE CORPORATION TRUST
COMPANY.
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
One Thousand (1,000) shares, each with a par value of $0.01 per
share.
FIFTH: The name and address
of the incorporator is as follows:
Jill Braunstein
c/o Moomjian, Waite & Coleman,
LLP
100 Jericho Quadrangle, Suite
225
Jericho, New York 11753
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 1st day of
October, 2010.
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/s/ Jill Braunstein
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Name: Jill
Braunstein
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Incorporator
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