EX-3.17 21 a2155511zex-3_17.htm EXHIBIT 3.17

Exhibit 3.17

 

CERTIFICATE OF FORMATION

OF

N.G.C. GEAR, L.L.C.

 

1.                                      NAME

 

The name of the limited liability company is N.G.C. Gear, L.L.C. (the “LLC”).

 

2.                                      REGISTERED OFFICE AND AGENT

 

The address of the LLC’s registered office in the State of Delaware is 1013 Centre Road in the City of Wilmington, County of New Castle.  The name of the LLC’s registered agent at such address is The Corporation Service Company.

 

3.                                      AUTHORIZED PERSON

 

The name and address of the authorized person is David R. Dunn, Hogan & Hartson L.L.P., 111 South Calvert Street, Baltimore, Maryland 21202.  The powers of the authorized person shall terminate upon the filing of this Certificate of Formation.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of N.G.C., L.L.C. this 23rd day of June, 1997.

 

 

By:

/s/ David R. Dunn

 

 

David R. Dunn

 

 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/23/1997

971207543 - 2765519

 


 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/01/1997

971219793 - 2765519

 

CERTIFICATE OF MERGER

 

OF

 

NUTTALL GEAR CORPORATION

a Delaware Corporation

 

INTO

 

N.G.C. GEAR, L.L.C.

 

The undersigned corporation DOES HEREBY CERTIFY:

 

FIRST:                                   That the name and state of incorporation of each of the constituent corporations of the merger are as follows:

 

NAME

 

STATE OF INCORPORATION

 

 

 

N.G.C. Gear, L.L.C.

 

Delaware

Nuttall Gear Corporation

 

Delaware

 

SECOND:                    That an agreement and plan of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 18-209 & 264 of the General Corporation Law of the State of Delaware.

 

THIRD:                               That the name of the surviving corporation of the merger is N.G.C. Gear, L.L.C.

 

FOURTH:                   That the name of N.G.C. Gear, L.L.C., the surviving corporation, is hereby changed to “Nuttall Gear L.L.C.”

 

FIFTH:                                  That the merger has been duly authorized by the sole stockholder of Nuttall Gear Corporation and the sole member of N.G.C. Gear, L.L.C.

 


 

SIXTH:                                That the effective date shall be the date on which this Certificate of Merger is filed with the Secretary of State of the State of Delaware.

 

SEVENTH:              That the Certificate of Formation of N.G.C. Gear, L.L.C., shall be the certificate of incorporation of the surviving corporation.

 

EIGHTH:                        That the executed agreement of merger is on file at the principal place of business of the surviving corporation.  The address of said principal place of business is 2221 Niagara Falls Boulevard, P.O. Box 1032, Niagara Falls, N.Y. 14302.

 

NINTH:                              That a copy of the agreement of merger will be furnished on request and without cost to any stockholder and / or member of any corporation which is a party to this transaction.

 

IN WITNESS WHEREOF, N.G.C. Gear, L.L.C. has caused its corporate seal to be affixed and this certificate to be signed by Philip W. Knisely, its President, and John A. Young, its Secretary, this 1st day of July, 1997.

 

 

N.G.C. GEAR, L.L.C.,

 

 

 

 

 

By:

/s/ Philip W. Knisely

 

 

 

Philip W. Knisely, President

By:

/s/ John A. Young

 

 

 

John A. Young

 

 

Secretary

 

 

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