Attached files
file |
filename |
10-K - ANNUAL REPORT FOR THE YEAR ENDED 12-31-11 - Amincor, Inc. | g4962a.txt |
EX-21 - ORGANIZATIONAL CHART - Amincor, Inc. | ex21.txt |
EX-3.9 - CERT OF INCORP OF ENVIRONMENTAL HOLDING - Amincor, Inc. | ex3-9.txt |
EX-3.3 - CERT OF INCORP OF AMNICOR CONTRACT ADMIN - Amincor, Inc. | ex3-3.txt |
EX-3.5 - CERT OF INCORP OF BAKERS PRIDE - Amincor, Inc. | ex3-5.txt |
EX-3.6 - CERT OF INCORP OF MOUNT PLEASANT BAKERY - Amincor, Inc. | ex3-6.txt |
EX-3.8 - CERT OF AMENDMENT OF EPIC SPORTS - Amincor, Inc. | ex3-8.txt |
EX-3.7 - CERT OF INCORP OF JEFFERSON BAKERY - Amincor, Inc. | ex3-7.txt |
EX-3.4 - CERT OF INCORP OF AMINCOR OTHER ASSESTS - Amincor, Inc. | ex3-4.txt |
EX-3.12 - CERT OF INCORP OF IMPERIA MASONRY SUPPLY - Amincor, Inc. | ex3-12.txt |
EX-3.15 - CERT OF INCORP OF TYREE HOLDINGS - Amincor, Inc. | ex3-15.txt |
EX-14.1 - CODE OF ETHICS - Amincor, Inc. | ex14-1.txt |
EX-3.14 - ARTICLES OF FORMATION TULARE FROZEN FOOD - Amincor, Inc. | ex3-14.txt |
EX-3.13 - CERT OF INCORP OF TULARE HOLDING - Amincor, Inc. | ex3-13.txt |
EX-31.1 - CEO SECTION 302 CERTIFICATION - Amincor, Inc. | ex31-1.txt |
EX-3.10 - CERT OF INCORP OF ENVIRONMENTAL QUALITY - Amincor, Inc. | ex3-10.txt |
EX-3.16 - CERT OF INCORP OF TYREE ENVIRONMENTAL - Amincor, Inc. | ex3-16.txt |
EX-32.1 - CEO SECTION 906 CERTIFICATION - Amincor, Inc. | ex32-1.txt |
EX-31.2 - CFO SECTION 302 CERTIFICATION - Amincor, Inc. | ex31-2.txt |
EX-3.11 - CERT OF INCORP OF MASONRY SUPPLY HOLDING - Amincor, Inc. | ex3-11.txt |
EX-32.2 - CFO SECTION 906 CERTIFICATION - Amincor, Inc. | ex32-2.txt |
EX-3.18 - CERT OF INCORP OF TYREE SERVICE - Amincor, Inc. | ex3-18.txt |
EX-10.20 - TRANSITION SERVICES AGREEMENT - Amincor, Inc. | ex10-20.txt |
EX-10.19 - LICENSE AGREEMENT - Amincor, Inc. | ex10-19.txt |
EX-10.21 - AMENDMENT TO TRANSITION SERVICS AGREEMENT - Amincor, Inc. | ex10-21.txt |
EX-10.18 - LOAN AND SECURITY AGREEMENT - Amincor, Inc. | ex10-18.txt |
Exhibit 3.17
State of Delaware
Secretary of State
Division or Corporations
Delivered 02:28 PM 01/07/2008
FILED 02:14 PM 01/07/2008
SRV 080016577 - 4485349 FILE
CERTIFICATE OF INCORPORATION
OF
TYREE EQUIPMENT CORP.
(Pursuant to Section 101 and 102 of the
General Corporation Law of the State of Delaware)
The undersigned, in order to form a corporation pursuant to Sections 101
and 102 of the General Corporation Law of the State of Delaware, does hereby
certify as follows:
FIRST: The name of the corporation (the "Corporation") is Tyree Equipment
Corp.
SECOND: The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle. The name of the registered agent of the Corporation in the
State of Delaware at such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares of common stock, $.001 par value per
share.
FIFTH: The name and mailing address of the sole incorporator are as
follows:
Name Address
---- -------
Mustafa N. Haque, Esq. c/o Katten Muchin Rosenman LLP
575 Madison Avenue New
York, New York 10022
SIXTH: The Board of Directors of the Corporation shall have the power to
adopt, amend and repeal the by-laws of the Corporation.
SEVENTH: Election of directors need not be by written ballot.
EIGHTH: The Corporation shall, to the fullest extent legally permissible
under the provisions of the General Corporation Law of State of Delaware, as the
same may be amended and supplemented, indemnify and hold harmless any and all
persons whom it shall power to indemnify under said provisions from and against
all liabilities (including expenses) imposed upon or reasonably incurred by him
or her in connection with any action, suit or other proceeding in which he or
she may be involved or with which he or she may be threatened, or other matters
referred to in or covered by said provisions both as to action in his or her
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer of the Corporation. Such indemnification provided shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-law, Agreement or Resolution adopted by the shareholders entitled to vote
thereon after notice.
NINTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
TENTH: No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that nothing in this Article TENTH shall
eliminate or limit the liability of any director (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
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. Neither the amendment nor repeal of this
Article TENTH, nor the adoption of any provision of the Certificate of
Incorporation inconsistent with this Article TENTH, shall eliminate or reduce
the effect of this Article TENTH in respect of any matter occurring, or any
cause of action, suit or claim that, but for this Article TENTH, would accrue or
arise, prior to such amendment, repeal or adoption of an inconsistent provision.
IN WITNESS WHEREOF, I have hereunto signed my name and affirm, under the
penalties of perjury, that this Certificate is my act and deed and that the
facts stated herein are true this 7th day of January 2008.
/s/ Mustafa N. Hague
---------------------------------------
Mustafa N. Haque
Sole Incorporator
2