0001193125-14-311960.txt : 20140815 0001193125-14-311960.hdr.sgml : 20140815 20140815172134 ACCESSION NUMBER: 0001193125-14-311960 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 180 FILED AS OF DATE: 20140815 DATE AS OF CHANGE: 20140815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Meridian Animal Health, LLC CENTRAL INDEX KEY: 0001616981 IRS NUMBER: 261878136 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-04 FILM NUMBER: 141047395 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: L. Perrigo Co CENTRAL INDEX KEY: 0001616983 IRS NUMBER: 380920980 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-06 FILM NUMBER: 141047397 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPC Trademarks, LLC CENTRAL INDEX KEY: 0001616839 IRS NUMBER: 030416478 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-10 FILM NUMBER: 141047401 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pet Logic, L.L.C. CENTRAL INDEX KEY: 0001616841 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-12 FILM NUMBER: 141047403 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PBM Products, LLC CENTRAL INDEX KEY: 0001616859 IRS NUMBER: 223499315 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-25 FILM NUMBER: 141047416 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PBM Foods, LLC CENTRAL INDEX KEY: 0001616800 IRS NUMBER: 542090916 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-29 FILM NUMBER: 141047420 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Paddock Laboratories, LLC CENTRAL INDEX KEY: 0001616805 IRS NUMBER: 275064915 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-32 FILM NUMBER: 141047423 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Habsont CENTRAL INDEX KEY: 0001616986 IRS NUMBER: 981143888 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-01 FILM NUMBER: 141047391 BUSINESS ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL ST. CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FidoPharm, Inc. CENTRAL INDEX KEY: 0001616985 IRS NUMBER: 264372483 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-07 FILM NUMBER: 141047398 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Elan Science Five Ltd CENTRAL INDEX KEY: 0001616987 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-09 FILM NUMBER: 141047400 BUSINESS ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL ST. CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perrigo International, Inc. CENTRAL INDEX KEY: 0001616848 IRS NUMBER: 383144353 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-18 FILM NUMBER: 141047409 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perrigo Diabetes Care, LLC CENTRAL INDEX KEY: 0001616850 IRS NUMBER: 454047338 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-20 FILM NUMBER: 141047411 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PBM Nutritionals, LLC CENTRAL INDEX KEY: 0001616860 IRS NUMBER: 201781050 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-26 FILM NUMBER: 141047417 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PBM China Holdings, LLC CENTRAL INDEX KEY: 0001616802 IRS NUMBER: 203777774 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-30 FILM NUMBER: 141047421 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: P2C, Inc. CENTRAL INDEX KEY: 0001616806 IRS NUMBER: 300754547 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-33 FILM NUMBER: 141047424 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Elan Regulatory Holdings Ltd CENTRAL INDEX KEY: 0001616759 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-35 FILM NUMBER: 141047426 BUSINESS ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL ST. CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Elan Holdings LTD CENTRAL INDEX KEY: 0001323996 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-37 FILM NUMBER: 141047428 BUSINESS ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL STREET CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 353 1 709 4000 MAIL ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL STREET CITY: DUBLIN STATE: L2 ZIP: 2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FidoPharmBrands, LLC CENTRAL INDEX KEY: 0001616984 IRS NUMBER: 454116768 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-02 FILM NUMBER: 141047392 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perrigo Sales Corp CENTRAL INDEX KEY: 0001616844 IRS NUMBER: 383233149 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-14 FILM NUMBER: 141047405 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perrigo Co of Tennessee Inc. CENTRAL INDEX KEY: 0001616852 IRS NUMBER: 620634170 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-21 FILM NUMBER: 141047412 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PBM International Holdings, LLC CENTRAL INDEX KEY: 0001616807 IRS NUMBER: 203220989 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-27 FILM NUMBER: 141047418 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LoradoChem, Inc. CENTRAL INDEX KEY: 0001616982 IRS NUMBER: 200912038 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-05 FILM NUMBER: 141047396 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perrigo New York, Inc. CENTRAL INDEX KEY: 0001616847 IRS NUMBER: 133785453 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-17 FILM NUMBER: 141047408 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perrigo Co of South Carolina, Inc. CENTRAL INDEX KEY: 0001616853 IRS NUMBER: 581564758 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-22 FILM NUMBER: 141047413 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PBM Holdings, LLC CENTRAL INDEX KEY: 0001616799 IRS NUMBER: 522196322 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-28 FILM NUMBER: 141047419 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PBM Canada Holdings, LLC CENTRAL INDEX KEY: 0001616803 IRS NUMBER: 203220996 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-31 FILM NUMBER: 141047422 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VELCERA, INC. CENTRAL INDEX KEY: 0001344300 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 203327015 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-08 FILM NUMBER: 141047399 BUSINESS ADDRESS: STREET 1: 777 TOWNSHIP LINE ROAD, SUITE 170 CITY: YARDLEY STATE: PA ZIP: 19067-5508 BUSINESS PHONE: (267) 757-3600 MAIL ADDRESS: STREET 1: 777 TOWNSHIP LINE ROAD, SUITE 170 CITY: YARDLEY STATE: PA ZIP: 19067-5508 FORMER COMPANY: FORMER CONFORMED NAME: DENALI SCIENCES, INC. DATE OF NAME CHANGE: 20051114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perrigo Pharmaceuticals Co CENTRAL INDEX KEY: 0001616846 IRS NUMBER: 200240361 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-16 FILM NUMBER: 141047407 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELAN CORP LTD CENTRAL INDEX KEY: 0000737186 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-38 FILM NUMBER: 141047429 BUSINESS ADDRESS: STREET 1: MONKSLAND ATHLONE STREET 2: COUNTY WESTMEATH CITY: REPUBLIC OF IRELAND STATE: L2 BUSINESS PHONE: 3539022843 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Institute of Biopharmaceutics LTD CENTRAL INDEX KEY: 0001324010 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-03 FILM NUMBER: 141047394 BUSINESS ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL STREET CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 353 1 709 4000 MAIL ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL STREET CITY: DUBLIN STATE: L2 ZIP: 2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perrigo API USA, Inc. CENTRAL INDEX KEY: 0001616854 IRS NUMBER: 061594919 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-24 FILM NUMBER: 141047415 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COBREK PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001436823 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-39 FILM NUMBER: 141047430 BUSINESS ADDRESS: STREET 1: 3315 ALGONQUIN ROAD STREET 2: SUITE 310 CITY: ROLLING MEADOWS STATE: IL ZIP: 60008 BUSINESS PHONE: 847-255-0303 MAIL ADDRESS: STREET 1: 3315 ALGONQUIN ROAD STREET 2: SUITE 310 CITY: ROLLING MEADOWS STATE: IL ZIP: 60008 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Elan Pharma International LTD CENTRAL INDEX KEY: 0001307004 IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-36 FILM NUMBER: 141047427 BUSINESS ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL STREET CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 353-1-709-4000 MAIL ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL STREET CITY: DUBLIN STATE: L2 ZIP: 2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perrigo Florida, Inc. CENTRAL INDEX KEY: 0001616849 IRS NUMBER: 650336176 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-19 FILM NUMBER: 141047410 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perrigo Sourcing Solutions, Inc. CENTRAL INDEX KEY: 0001616842 IRS NUMBER: 270717739 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-13 FILM NUMBER: 141047404 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Keavy Finance Ltd CENTRAL INDEX KEY: 0001522933 IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-34 FILM NUMBER: 141047425 BUSINESS ADDRESS: STREET 1: TREASURY BLDG., LOWER GRAND CANAL STREET CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 011-353-1-709-4000 MAIL ADDRESS: STREET 1: TREASURY BLDG., LOWER GRAND CANAL STREET CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sergeant's Pet Care Products, Inc. CENTRAL INDEX KEY: 0001616840 IRS NUMBER: 460970417 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-11 FILM NUMBER: 141047402 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERRIGO CO CENTRAL INDEX KEY: 0000820096 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 382799573 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-23 FILM NUMBER: 141047414 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 2696738451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Perrigo Research & Development Co CENTRAL INDEX KEY: 0001616845 IRS NUMBER: 820541583 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202-15 FILM NUMBER: 141047406 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERRIGO Co plc CENTRAL INDEX KEY: 0001585364 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-198202 FILM NUMBER: 141047393 BUSINESS ADDRESS: STREET 1: TREASURY BUILDING STREET 2: LOWER GRAND CANAL STREET CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 269-673-8451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 FORMER COMPANY: FORMER CONFORMED NAME: PERRIGO Co Ltd DATE OF NAME CHANGE: 20130828 S-4 1 d772859ds4.htm FORM S-4 FORM S-4
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As filed with the Securities and Exchange Commission on August 15, 2014

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

PERRIGO COMPANY PLC

(Exact name of registrant as specified in its charter)

and the other Guarantor Registrants Listed in the Table of Additional Registrant Guarantors Below

 

 

 

Ireland   2834   Not Applicable

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(IRS Employer

Identification No.)

Treasury Building

Lower Grand Canal Street

Dublin 2

Ireland

+353 1 7094002

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

 

 

Todd W. Kingma

Executive Vice President, General Counsel and Company Secretary

Perrigo Company plc

515 Eastern Avenue

Allegan, Michigan 49010

Telephone: (269) 686-1941

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Stuart H. Gelfond, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

212-859-8000

 

 

Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this Registration Statement.

 

 

Table of Contents

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of securities

to be registered

  

Amount to be

registered

  

Proposed
maximum

offering price

per unit

  

Proposed
maximum

aggregate
offering

price

  

Amount of

registration
fee(1)

1.30% Senior Notes due 2016

   $500,000,000   100%   $500,000,000   $64,400

Guarantees of 1.30% Senior Notes due 2016(2)

   —     —     —     (2)

2.30% Senior Notes due 2018

   $600,000,000   100%   $600,000,000   $77,280

Guarantees of 2.30% Senior Notes due 2018(2)

   —     —     —     (2)

4.00% Senior Notes due 2023

   $800,000,000   100%   $800,000,000   $103,040

Guarantees of 4.00% Senior Notes due 2023(2)

   —   —     —     (2)

5.30% Senior Notes due 2043

   $400,000,000   100%   $400,000,000   $51,520

Guarantees of 5.30% Senior Notes due 2043(2)

   —     —     —     (2)

Total Registration Fee

   —     —     —     $296,240

 

 

(1) Calculated in accordance with Rule 457(f)(2) under the Securities Act of 1933, as amended, or the “Securities Act.”
(2) No separate consideration will be received for the guarantees, and no separate fee is payable pursuant to Rule 457(n) of the Securities Act.

 

 

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

Table of Contents

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

 

Exact Name of Registrant Guarantor as Specified in its Charter(1)

    State or Other
Jurisdiction of
Incorporation
or
Organization		    I.R.S.
Employer
Identification
Number		  

Habsont

    Ireland      98-1143888   

Perrigo Company

    Michigan      38-2799573   

L. Perrigo Company

    Michigan      38-0920980   

PBM Nutritionals, LLC

    Delaware      20-1781050   

PBM Products, LLC

    Delaware      22-3499315   

PBM International Holdings, LLC

    Delaware      20-3220989   

PBM Foods, LLC

    Delaware      54-2090916   

PBM China Holdings, LLC

    Delaware      20-3777774   

Paddock Laboratories, LLC

    Delaware      27-5064915   

Perrigo New York, Inc.

    Delaware      13-3785453   

Sergeant’s Pet Care Products, Inc.

    Michigan      46-0970417   

Velcera, Inc.

    Delaware      20-3327015   

FidoPharmBrands, LLC

    Delaware      45-4116768   

FidoPharm, Inc.

    Delaware      26-4372483   

Meridian Animal Health, LLC

    Nevada      26-1878136   

Perrigo Company of South Carolina, Inc.

    Michigan      58-1564758   

Perrigo International, Inc.

    Michigan      38-3144353   

Perrigo API USA, Inc.

    Delaware      06-1594919   

Perrigo Diabetes Care, LLC

    Delaware      45-4047338   

Perrigo Pharmaceuticals Company

    Michigan      20-0240361   

Perrigo Florida, Inc.

    Florida      65-0336176   

SPC Trademarks, LLC

    Texas      03-0416478   

Pet Logic, L.L.C.

    Delaware      00-0000000   

LoradoChem, Inc.

    Colorado      20-0912038   

Perrigo Sourcing Solutions, Inc.

    Michigan      27-0717739   

Perrigo Sales Corporation

    Michigan      38-3233149   

Perrigo Research & Development Company

    Michigan      82-0541583   

P2C, Inc.

    Michigan      30-0754547   

Perrigo Company of Tennessee Inc.

    Tennessee      62-0634170   

Cobrek Pharmaceuticals, Inc.

    Delaware      26-2609916   

PBM Holdings, LLC

    Delaware      52-2196322   

PBM Canada Holdings, LLC

    Delaware      20-3220996   

Elan Corporation Limited

    Ireland      98-0487435   

Elan Holdings Limited

    Ireland      98-0112748   

Elan Pharma International Limited

    Ireland      98-0551187   

Elan Regulatory Holdings Limited

    Ireland      00-0000000   

Elan Science Five Limited

    Ireland      00-0000000   

Keavy Finance Limited

    Ireland      00-0000000   

The Institute of Biopharmaceutics Limited

    Ireland      00-0000000   

 

(1) The address for each of the additional registrant guarantors is c/o Perrigo Company plc, Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 15, 2014

PROSPECTUS

Perrigo Company plc

 

LOGO

Exchange Offer for

$500,000,000 1.30% Senior Notes due 2016

$600,000,000 2.30% Senior Notes due 2018

$800,000,000 4.00% Senior Notes due 2023

$400,000,000 5.30% Senior Notes due 2043

Perrigo Company plc, a public limited company incorporated under the laws of Ireland, or the “Issuer”, is offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, $500,000,000 of its outstanding 1.30% Senior Notes due 2016, $600,000,000 of its outstanding 2.30% Senior Notes due 2018, $800,000,000 of its outstanding 4.00% Senior Notes due 2023 and $400,000,000 of its outstanding 5.30% Senior Notes due 2043, which were issued on November 8, 2013 and which are collectively referred to herein as the initial notes, for a like aggregate amount of the Issuer’s registered 1.30% Senior Notes due 2016, 2.30% Senior Notes due 2018, 4.00% Senior Notes due 2023 and 5.30% Senior Notes due 2043, which are collectively referred to herein as the exchange notes. The exchange notes will be issued under an indenture dated as of November 8, 2013.

Terms of the exchange offer

The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2014, unless we extend it.

If all the conditions to this exchange offer are satisfied, the Issuer will exchange all of the initial notes that are validly tendered and not validly withdrawn for the exchange notes.

You may withdraw your tender of initial notes at any time before the expiration of this exchange offer.

The exchange notes that the Issuer will issue you in exchange for your initial notes will be substantially identical to your initial notes except that, unlike your initial notes, the exchange notes will have no transfer restrictions or registration rights.

The exchange notes that the Issuer will issue you in exchange for your initial notes are new securities with no established market for trading.

The initial notes are listed on the Irish Stock Exchange. The Issuer intends to apply to the Irish Stock Exchange for the exchange notes to be admitted to the Official List and to trading on its Global Exchange Market. There can be no assurance that the exchange notes will be admitted to listing or trading.

Before participating in this exchange offer, please refer to the section in this prospectus entitled “Risk Factors” commencing on page 8.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the exchange notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for initial notes where such initial notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that we will make this propectus available to any broker-dealer for use in connection with any such resale until the earlier of 180 days after the closing of this exchange offer or the date on which each such broker-dealer has resold all of the new exchange notes acquired by it in this exchange offer. See “Plan of Distribution.”

 

 

The date of this prospectus is                     , 2014.

 

 

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TABLE OF CONTENTS

 

     Page  

PROSPECTUS SUMMARY

      1   

RISK FACTORS

      8   

RATIO OF EARNINGS TO FIXED CHARGES

      16   

THE EXCHANGE OFFER

      17   

DESCRIPTION OF EXCHANGE NOTES

      26   

DESCRIPTION OF OTHER INDEBTEDNESS

      45   

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

      46   

PLAN OF DISTRIBUTION

      47   

BOOK-ENTRY, DELIVERY AND FORM

      48   

LEGAL MATTERS

      49   

EXPERTS

      50   

WHERE YOU CAN FIND MORE INFORMATION

      51   

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      52   

Nothing contained in or incorporated by reference into this prospectus is, or shall be relied upon as, a promise or representation as to past or future performance.

In making a decision whether to participate in the exchange offer, you must rely on your own examination of the Issuer and the terms of the exchange offer and the exchange notes, including the merits and risks involved. You should not consider any information in or incorporated by reference into this prospectus to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding participation in the exchange offer and an investment in the exchange notes.

The Issuer makes no representation or warranty, express or implied, as to the accuracy or completeness of the information obtained from third party sources set forth herein or incorporated by reference into this prospectus, and nothing contained in this prospectus or incorporated by reference herein is, or shall be relied upon as, a promise or representation, whether as to past or future performance and may be filed as exhibits to the Issuer’s public filings.

This offer may be withdrawn at any time prior to the closing of the offering, and the offering is subject to the terms of this prospectus.

Laws in certain jurisdictions may restrict the distribution of this prospectus and the offer and sale or exchange of the exchange notes. You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the exchange notes and must obtain any consent, approval or permission required for your purchase, offer or sale of the exchange notes under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchases, offers or sales, and the Issuer shall have no responsibility therefor.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus and in the documents incorporated herein are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and are subject to the safe harbor created thereby. These statements relate to future events or the Company’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or the negative of those terms or other comparable terminology.

Please see Item 1A of the Form 10-K of the Issuer for the year ended June 28, 2014 for a discussion of certain important risk factors that relate to forward-looking statements contained in or incorporated by reference into this prospectus. The Issuer has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Issuer believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Issuer’s control. These and other important factors may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this prospectus are made only as of the date hereof or as of the date of the document incorporated by reference, and unless otherwise required by applicable securities laws, the Issuer disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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PROSPECTUS SUMMARY

This summary provides an overview of selected information and does not contain all the information you should consider. Before making a decision to participate in this exchange offer, you should carefully read the following summary together with the more detailed information appearing elsewhere in this prospectus, as well as the financial statements and related notes thereto and other information included in or incorporated by reference into this prospectus.

Unless otherwise indicated or as the context otherwise requires, in this prospectus:, (i) the “Issuer” refers to Perrigo Company plc, a public limited company incorporated under the laws of Ireland, the issuer of the notes; (ii) the “Predecessor” refers to Perrigo Company, a Michigan corporation; and (iii) the “Company,” “Perrigo,” the “Successor,” “we,” “us” and “our” refer to the Issuer and its consolidated subsidiaries.

The term “initial notes” refers to the 1.30% Senior Notes due 2016, 2.30% Senior Notes due 2018, 4.00% Senior Notes Due 2023 and 5.30% Senior Notes due 2043 that were issued on November 8, 2013 in a private offering. The term “exchange notes” refers to the 1.30% Senior Notes due 2016, 2.30% Senior Notes due 2018, 4.00% Senior Notes Due 2023 and 5.30% Senior Notes due 2043 offered with this prospectus. The term “notes” refers to the initial notes and the exchange notes, collectively. The exchange notes will be issued under an indenture dated as of November 8, 2013.

The Company

Perrigo Company plc (formerly known as Perrigo Company Limited, and prior thereto, Blisfont Limited), was incorporated under the laws of Ireland on June 28, 2013, and became the successor registrant of Perrigo Company on December 18, 2013 in connection with the consummation of the acquisition of Elan Corporation, plc (“Elan”), which is discussed further below. From its beginnings as a packager of home remedies in 1887, Perrigo has grown to become a leading global healthcare supplier. Perrigo develops, manufactures and distributes over-the-counter (“OTC”) and generic prescription (“Rx”) pharmaceuticals, nutritional products and active pharmaceutical ingredients (“API”), and has a specialty sciences business comprised of assets focused predominantly on the treatment of Multiple Sclerosis (Tysabri®). The Company is the world’s largest manufacturer of OTC healthcare products for the store brand market. Perrigo’s mission is to offer uncompromised “Quality Affordable Healthcare Products®”, and it does so across a wide variety of product categories primarily in the United States, United Kingdom, Mexico, Israel and Australia, as well as many other key markets worldwide, including Canada, China and Latin America.

The Company operates through several wholly owned subsidiaries. In the United States, its operations are conducted primarily through L. Perrigo Company, Perrigo Company of South Carolina, Inc., Perrigo New York, Inc., PBM Products, LLC, PBM Nutritionals, LLC, Paddock Laboratories, LLC, Perrigo Diabetes Care, LLC, Sergeant’s Pet Care Products, Inc. and Fidopharm, Inc. Outside the United States, its operations are conducted primarily through Elan Pharma International Limited, Perrigo Israel Pharmaceuticals Ltd., Perrigo API Ltd., Quimica y Farmacia S.A. de C.V., Laboratorios Diba, S.A., Wrafton Laboratories Limited, Galpharm Healthcare Ltd., Orion Laboratories Pty Ltd and Rosemont Pharmaceuticals Ltd. As used herein, references to the “Company” mean Perrigo Company plc, its subsidiaries and all predecessors of Perrigo Company plc and its subsidiaries.

Corporate Information

Our principal executive offices are located at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland, and our telephone number at that address is +353 1 7094002. Our corporate website address is http://www.perrigo.com. The content of our website is not incorporated in, or otherwise to be regarded as part of, this prospectus.

Perrigo Company plc is a holding company, and substantially all of our operations are conducted by wholly-owned subsidiaries.

 

 

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Summary of the Exchange Offer

The following summary contains basic information about the exchange offer and the exchange notes. It does not contain all the information that is important to you. For a more complete understanding of the exchange notes, please refer to the sections of this prospectus entitled “The Exchange Offer” and “Description of Exchange Notes.” In this subsection, “we”, “us” and “our” refer only to Perrigo Company plc, a public limited company incorporated under the laws of Ireland, as the issuer of the notes, exclusive of our subsidiaries.

 

Exchange Offer

We are offering to exchange up to $2,300,000,000 aggregate principal amount of our exchange notes for a like aggregate principal amount of our initial notes.

 

  In order to exchange your initial notes, you must properly tender them and we must accept your tender. We will exchange all outstanding initial notes that are validly tendered and not validly withdrawn.

 

Expiration Date

This exchange offer will expire at 5:00 p.m., New York City time, on                     , 2014, unless we decide to extend it.

 

Conditions to the Exchange Offer

The only condition to completing the exchange offer is that the exchange offer does not violate applicable law or any applicable interpretation of the staff of the SEC. Please refer to the section in this prospectus entitled “The Exchange Offer—Conditions to the Exchange Offer.”

 

Procedures for Tendering Initial Notes

To participate in this exchange offer, you must complete, sign and date the letter of transmittal or its facsimile and transmit it, together with your initial notes to be exchanged and all other documents required by the letter of transmittal, to Wells Fargo Bank, National Association, as exchange agent, at its address indicated under “The Exchange Offer—Exchange Agent.” In the alternative, you can tender your initial notes by book-entry delivery following the procedures described in this prospectus. For more information on tendering your initial notes, please refer to the section in this prospectus entitled “The Exchange Offer—Procedures for Tendering Initial Notes.”

 

Special Procedures for Beneficial Owners

If you are a beneficial owner of initial notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your initial notes in the exchange offer, you should contact the registered holder promptly and instruct that person to tender on your behalf.

 

Guaranteed Delivery Procedures

If you wish to tender your initial notes and you cannot get the required documents to the exchange agent on time, you may tender your notes by using the guaranteed delivery procedures described under the section of this prospectus entitled “The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedure.”

 

 

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Withdrawal Rights

You may withdraw the tender of your initial notes at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer. To withdraw, you must send a written or facsimile transmission notice of withdrawal to the exchange agent at its address indicated under “The Exchange Offer—Exchange Agent” before 5:00 p.m., New York City time, on the expiration date of the exchange offer.

 

Acceptance of Initial Notes and Delivery of Exchange Notes

If all the conditions to the completion of this exchange offer are satisfied, we will accept any and all initial notes that are properly tendered in this exchange offer on or before 5:00 p.m., New York City time, on the expiration date. We will return any initial note that we do not accept for exchange to you without expense promptly after the expiration date. We will deliver the exchange notes to you promptly after the expiration date and acceptance of your initial notes for exchange. Please refer to the section in this prospectus entitled “The Exchange Offer—Acceptance of Initial Notes for Exchange; Delivery of Exchange Notes.”

 

Material United States Federal Income Tax Consequences

The exchange of initial notes for exchange notes in the exchange offer will not be a taxable event for United States federal income tax purposes. See “Material United States Federal Income Tax Consequences”.

 

Exchange Agent

Wells Fargo Bank, National Association is serving as exchange agent in the exchange offer.

 

Fees and Expenses

We will pay all expenses related to this exchange offer. Please refer to the section of this prospectus entitled “The Exchange Offer—Fees and Expenses.”

 

Use of Proceeds

We will not receive any proceeds from the issuance of the exchange notes. We are making this exchange offer solely to satisfy certain of our obligations under our registration rights agreement entered into in connection with the offering of the initial notes.

 

Consequences to Holders Who Do Not Participate in the Exchange Offer

Any initial notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer set forth in the initial notes and the indenture. Since the initial notes have not been registered under the federal securities laws, they may bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon completion of the Exchange Offer, we will have no further obligation to register, and currently we do not anticipate that we will register, the initial notes under the Securities Act except in limited circumstances with respect to specific types of holders of initial notes. Please refer to the section

 

 

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of this prospectus entitled “The Exchange Offer—Your Failure to Participate in the Exchange Offer Will Have Adverse Consequences.”

 

Resales

It may be possible for you to resell the notes issued in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to the conditions described under “Plan of Distribution.”

 

  To tender your initial notes in this exchange offer and resell the exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, you must make the following representations:

 

  •   you are authorized to tender the initial notes and to acquire exchange notes, and that we will acquire good and unencumbered title thereto;

 

  •   the exchange notes acquired by you are being acquired in the ordinary course of business;

 

  •   you have no arrangement or understanding with any person to participate in a distribution of the exchange notes and are not participating in, and do not intend to participate in, the distribution of such exchange notes;

 

  •   you are not an “affiliate,” as defined in Rule 405 under the Securities Act, of ours, or you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

 

  •   if you are not a broker-dealer, you are not engaging in, and do not intend to engage in, a distribution of exchange notes; and

 

  •   if you are a broker-dealer, initial notes to be exchanged were acquired by you as a result of market-making or other trading activities and you will deliver a prospectus in connection with any resale, offer to resell or other transfer of such exchange notes.

 

  Please refer to the sections of this prospectus entitled “The Exchange Offer—Procedures for Tendering Initial Notes—Proper Execution and Delivery of Letters of Transmittal,” “Risk Factors—Risks Related to the Exchange Offer—Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the exchange notes” and “Plan of Distribution.”

 

 

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Summary of Terms of the Exchange Notes

The summary below describes the principal terms of the exchange notes. Some of the terms and conditions described below are subject to important limitations and exceptions. The “Description of Exchange Notes” section of this prospectus contains a more detailed description of the terms and conditions of the notes.

 

Issuer

Perrigo Company plc, a public limited company incorporated under the laws of Ireland.

 

Securities

$500,000,000 principal amount of 1.30% Senior Notes due 2016 (the “2016 Notes”),

 

  $600,000,000 principal amount of 2.30% Senior Notes due 2018 (the “2018 Notes”),

 

  $800,000,000 principal amount of 4.00% Senior Notes due 2023 (the “2023 Notes”), and

 

  $400,000,000 principal amount of 5.30% Senior Notes due 2043 (the “2043 Notes”).

 

Maturity Dates

The 2016 Notes will mature on November 8, 2016,

 

  the 2018 Notes will mature on November 8, 2018,

 

  the 2023 Notes will mature on November 15, 2023, and

 

  the 2043 Notes will mature on November 15, 2043.

 

Interest Payment Dates

Interest on the 2016 Notes will be payable in cash semi-annually on April 24 and October 24 of each year and will accrue at a rate of 1.30% per annum,

 

  interest on the 2018 Notes will be payable in cash semi-annually on April 24 and October 24 of each year and will accrue at a rate of 2.30% per annum,

 

  interest on the 2023 Notes will be payable in cash semi-annually on May 15 and November 15 of each year and will accrue at a rate of 4.00% per annum, and

 

  interest on the 2043 Notes will be payable in cash semi-annually on May 15 and November 15 of each year and will accrue at a rate of 5.30% per annum,

 

Guarantees

The exchange notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company’s subsidiaries that guarantee the $1.0 billion Term Loan Agreement, dated September 6, 2013 (the “Term Loan”) and $600.0 million Revolving Credit Agreement, dated September 6, 2013 (the “Revolver”) with Barclays Bank PLC as Administration Agent, HSBC Bank USA, N.A. as Syndication Agent,

 

 

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Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. as Documentation Agents and certain other participant banks (together, the “Permanent Credit Facilities”).

 

  Any guarantee of the exchange notes by a Guarantor shall provide by its terms that it shall be automatically, permanently and unconditionally released and discharged, upon among other reasons, the release or discharge of the guarantee by such Guarantor of indebtedness under the Permanent Credit Facilities.

 

Ranking

The exchange notes and guarantees will constitute our and the Guarantors’ unsecured senior obligations and will:

 

  •   rank equally with all of our and the Guarantors’ existing and future unsecured, unsubordinated indebtedness;

 

  •   be effectively subordinated to any of our and the Guarantors’ existing and future secured obligations;

 

  •   be senior in right of payment to any of our and the Guarantors’ obligations that are by their terms expressly subordinated or junior in right of payment to the exchange notes and the guarantees; and

 

  •   will be structurally subordinated to the existing and future obligations of our subsidiaries that do not guarantee the exchange notes.

 

  As of June 28, 2014, we had $3,234 million of indebtedness on a consolidated basis, including the exchange notes. As of June 28, 2014, our direct and indirect subsidiaries that do not guarantee the exchange notes had outstanding indebtedness of approximately $7 million (excluding trade payables) and all of the indebtedness of such subsidiaries would have been structurally senior to the exchange notes.

 

Optional Redemption

We may redeem the exchange notes of any series, in whole or in part, at any time or from time to time at the applicable make-whole premium redemption price as described under “Description of the Exchange Notes—Optional Redemption.” In addition, the Issuer may redeem all or part of the 2023 Notes on or after August 15, 2023 (three months prior to their maturity date) and the 2043 Notes on or after May 15, 2043 (six months prior to their maturity date), in each case, at a redemption price equal to 100% of the aggregate principal amount of the exchange notes of the applicable series being redeemed plus, in each case, accrued and unpaid interest.

 

Change of Control

Upon the occurrence of a “change of control triggering event” (as defined below) with respect to the exchange notes, unless we have exercised our option to redeem the exchange notes by notifying the holders to that effect, we will be required to offer to repurchase such exchange notes at the price described in this offering memorandum. See “Description of the Exchange Notes—Change of Control Offer.”

 

 

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No Prior Market

The exchange notes will constitute a new issue of securities with no established trading market. The Issuer does not intend to list the exchange notes on any national securities exchange or automated quotation system. Accordingly, we cannot assure you that an active public or other market will develop for the exchange notes or as to the liquidity of the trading market for the exchange notes. If a trading market does not develop or is not maintained, holders of the exchange notes may experience difficulty in reselling the exchange notes or may be unable to sell them at all. If a market for the exchange notes develops, any such market may be discontinued at any time. Accordingly, you may have to bear the financial risks of investing in the exchange notes for an indefinite period of time. The Issuer does not intend to apply for a listing of the exchange notes on any securities exchange or automated dealer quotation system. See “Plan of Distribution.”

 

Use of Proceeds

The issuer will not receive any proceeds from the issuance of the exchange notes pursuant to the Exchange Offer. The Issuer will pay all of its expenses incident to the Exchange Offer. See “Use of Proceeds.”

 

Risk Factors

You should consider carefully the information set forth in the section entitled “Risk Factors” and all other information contained in or incorporated by reference into this prospectus before deciding to participate in the exchange offer.

 

Authorized Denomination

Minimum denominations of $200,000 and integral multiples of $1,000 in excess of $200,000.

 

Trustee

Wells Fargo Bank, National Association

 

Governing Law

New York

 

 

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RISK FACTORS

Before making a decision to participate in the exchange offer, you should carefully consider the following risk factors described below and all of the information included in or incorporated by reference into this prospectus. The risks and uncertainties described below are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of those risks actually occurs, our business, financial condition and results of operations would suffer. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” in this prospectus. The risks associated with our business can be found in our Annual Report on Form 10-K for the fiscal year ended June 28, 2014, which is incorporated by reference into this prospectus. See “Incorporation of Certain Documents by Reference.”

Risks Related to the Exchange Offer

If you fail to exchange your initial notes for exchange notes, you will continue to hold notes subject to transfer restrictions.

We will not accept your initial notes for exchange notes if you do not follow the exchange offer procedures. We will issue exchange notes as part of this exchange offer only after timely receipt of your initial notes, a properly completed and duly executed letter of transmittal and all other required documents or if you comply with the guaranteed delivery procedures for tendering your initial notes. Therefore, if you want to tender your initial notes, please allow sufficient time to ensure timely delivery. If we do not receive your initial notes, letter of transmittal, and all other required documents by the expiration date of the exchange offer, or you do not otherwise comply with the guaranteed delivery procedures for tendering your initial notes, we will not accept your initial notes for exchange. Neither we nor the exchange agent is required to notify you of defects or irregularities with respect to the tenders of initial notes for exchange. If there are defects or irregularities with respect to your tender of initial notes, we will not accept your initial notes for exchange unless we decide in our sole discretion to waive such defects or irregularities.

If you do not exchange your initial notes for new exchange notes in this exchange offer, the initial notes you hold will continue to be subject to the existing transfer restrictions. In general, you may not offer or sell the initial notes except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the initial notes form resale under the Securities Act. If you continue to hold any initial notes after this exchange offer is completed, you may have trouble selling them because of these restrictions on transfer.

The issuance of the exchange notes may adversely affect the market for the initial notes.

To the extent the initial notes are tendered and accepted in the exchange offer, the trading market for the untendered, and tendered but unaccepted, initial notes could be adversely affected. Because we anticipate that most holders of the initial notes will elect to exchange their initial notes for exchange notes due to the absence of restrictions on the resale of exchange notes under the Securities Act, we anticipate that the liquidity of the market for any initial notes remaining after the completion of this exchange offer may be substantially limited. Please refer to the section in this prospectus entitled “The Exchange Offer—Your Failure to Participate in the Exchange Offer Will Have Adverse Consequences.”

Some persons who participate in the exchange offer must deliver a prospectus in connection with resales of the exchange notes.

Based on interpretations of the staff of the SEC contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1983), we believe that you may offer for resale, resell or otherwise transfer the

 

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exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” you will remain obligated to comply with the registration and prospectus delivery requirements of the Securities Act to transfer your exchange notes. In these cases, if you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your exchange notes under the Securities Act, you may incur liability under this act. We do not and will not assume, or indemnify you against, this liability.

Risks Related to the Exchange Notes

The Issuer’s indebtedness and debt service obligations could adversely affect its business.

The Issuer’s indebtedness as of June 28, 2014, was approximately $3,234 million.

The degree to which the Issuer is leveraged could have important consequences to the Issuer, including, but not limited to:

 

  •   increasing the Issuer’s vulnerability to, and reducing its flexibility to respond to, general adverse economic and industry conditions;

 

  •   requiring the dedication of a substantial portion of the Issuer’s cash flow from operations to the payment of principal of, and interest on, indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, joint ventures, product research and development or other general corporate purposes;

 

  •   limiting the Issuer’s flexibility in planning for, or reacting to, changes in the Issuer’s business and the competitive environment and the industry in which the Issuer operates;

 

  •   placing the Issuer at a competitive disadvantage as compared to its competitors, to the extent that they are not as highly leveraged; and

 

  •   limiting the Issuer’s ability to borrow additional funds and increasing the cost of any such borrowing.

The Issuer and its subsidiaries may incur significantly more indebtedness, which could further increase the risks associated with their indebtedness and affect their credit ratings.

The Issuer and its subsidiaries may be able to incur significant additional indebtedness in the future. The indenture does not contain significant restrictions on the ability of the Issuer and its subsidiaries to incur additional indebtedness, and subject to compliance with applicable financial covenants in the Permanent Credit Facilities, the Issuer and its subsidiaries will be permitted to incur additional indebtedness and such additional indebtedness could be substantial. If new indebtedness is added to the debt levels of the Issuer and its subsidiaries, the related risks would be increased, and the Issuer and its subsidiaries may not be able to meet all of their debt obligations, including repayment of the exchange notes, in whole or in part.

The incurrence of additional indebtedness could also affect the Issuer’s credit ratings. Credit ratings are continually revised. Any downgrade in the Issuer’s credit rating could adversely affect the trading price of the exchange notes or the trading markets for the exchange notes to the extent trading markets for the exchange notes develop.

Claims of holders will be structurally subordinated to claims of creditors of subsidiaries of the Issuer that do not guarantee the exchange notes and the exchange notes will not have the benefit of any guarantees following the occurrence of the Guarantor Release Date.

The exchange notes will rank equally in right of payment with the Issuer’s and the Guarantors’ existing and future senior indebtedness and will rank senior to all of the Issuer’s and the Guarantors’ existing and future

 

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subordinated indebtedness, if any. The exchange notes will not be guaranteed by certain of the Issuer’s subsidiaries. In addition, any guarantee of the exchange notes by a Guarantor shall provide by its terms that it shall be automatically, permanently and unconditionally released and discharged, among other reasons, upon the release or discharge of the guarantee by such Guarantor of indebtedness under the Permanent Credit Facilities. The terms of the credit agreements governing the Permanent Credit Facilities, as in effect on the issue date of the exchange notes, will provide that each Guarantor will be permanently and unconditionally released and discharged from its guarantee of the Permanent Credit Facilities on the initial date (such date, the “Guarantor Release Date”) on or after the second anniversary of the Acquisition Closing Date (as defined therein) on which no default shall have occurred or be continuing and the issued ratings for the senior unsecured long-term debt of the Issuer that is not guaranteed or subject to other credit enhancement are either (x) BBB or better from Standard & Poor’s and Baa3 or better from Moody’s or (y) BBB- or better from Standard & Poor’s and Baa2 or better from Moody’s. Accordingly, we expect that the Guarantors would be permanently released and discharged from their guarantee of the exchange notes following the occurrence of the Guarantor Release Date. See “Description of the Exchange Notes—Guarantees.”

Accordingly, claims of holders of the exchange notes will be structurally subordinated to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of these subsidiaries will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to the Issuer or its creditors, including the holders of the exchange notes.

As of June 28, 2014, the Issuer and the guarantors that will guarantee the exchange notes had outstanding indebtedness of approximately $3,227 million (excluding trade payables).

Payment on the exchange notes, including under the guarantees, will be effectively subordinated to claims of secured creditors.

The exchange notes will be the Issuer’s unsecured general obligations. Accordingly, any of the Issuer’s secured creditors will have claims that are superior to the claims of holders of the exchange notes to the extent of the value of the assets securing that other indebtedness. Similarly, the guarantees will effectively rank junior to any secured debt of the Guarantors to the extent of the value of the assets securing the debt. In the event of any distribution or payment of the Issuer’s or the Guarantors’ assets in any foreclosure, dissolution, winding-up, liquidation, examination, reorganization or other bankruptcy proceeding, the Issuer’s creditors, or the secured creditors of the Guarantors, respectively, will have a superior claim to their collateral. If any of the foregoing events occur, we cannot assure you that there will be sufficient assets to pay amounts due on the exchange notes. Holders of the exchange notes will participate ratably with all holders of the Issuer’s unsecured senior indebtedness, and with all of the Issuer’s other general senior creditors, based upon the respective amounts owed to each holder or creditor, in the Issuer’s remaining assets. As a result, holders of exchange notes may receive less, ratably, than the Issuer’s secured creditors. As of June 28, 2014, we had no secured indebtedness outstanding.

The limited covenants in the indenture for the exchange notes and the terms of the exchange notes do not provide protection against some types of important corporate events and may not protect your investment.

The indenture for the exchange notes will not:

 

  •   require the Issuer to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, and will not protect holders of the exchange notes in the event that the Issuer experiences significant adverse changes in its financial condition or results of operations;

 

  •   limit the ability of the Issuer’s subsidiaries’ (including subsidiaries that will not be Guarantors of the exchange notes) to issue securities or otherwise incur indebtedness, which could (in the case of non-guarantor subsidiaries) rank structurally senior to the exchange notes;

 

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  •   limit the Issuer’s ability to incur indebtedness that is equal in right of payment to the exchange notes;

 

  •   restrict the Issuer’s ability to repurchase or prepay its securities; or

 

  •   restrict the Issuer’s ability to make investments or to repurchase or pay dividends or make other payments in respect of its common stock or other securities ranking junior to the exchange notes.

Furthermore, the indenture governing the exchange notes contains only limited protections in the event of a change in control. We could engage in many types of transactions, such as certain acquisitions, refinancings or recapitalizations that could substantially affect the Issuer’s capital structure and the value of the exchange notes.

The Issuer has financial and operating restrictions in its debt instruments that may have an adverse effect on its operations.

The Permanent Credit Facilities contain covenants that limit the Issuer’s ability to incur additional indebtedness, to create liens or other encumbrances, to make certain payments and investments, including dividend payments, and to sell or otherwise dispose of assets and merge or consolidate with other entities. The Issuer’s Permanent Credit Facilities also require it to meet certain financial ratios. Agreements the Issuer enters into in the future governing indebtedness could also contain significant financial and operating restrictions. A failure to comply with the obligations contained in the Issuer’s current or future credit facilities or indentures could result in an event of default or an acceleration of debt under other instruments that may contain cross-acceleration or cross-default provisions. The Issuer cannot be certain that it would have, or be able to obtain, sufficient funds to make these accelerated payments.

The Issuer may not have the ability to raise the funds necessary to finance the offer to repurchase the exchange notes upon a change of control triggering event.

Upon the occurrence of a change of control triggering event, the Issuer will be required to offer to repurchase all outstanding exchange notes at the purchase price described in this prospectus. See “Description of the Exchange Notes-Offer to Purchase Upon Change of Control Triggering Event.” The Issuer cannot assure you that the Issuer will have sufficient funds available to make any required repurchases of the exchange notes upon a change of control triggering event. In addition, the change of control that triggers the change of control triggering event may also result in a default under the Issuer’s Permanent Credit Facilities. Any failure to purchase tendered exchange notes would constitute a default under the indenture for the exchange notes. A default could result in the declaration of the principal and interest on all the exchange notes to be due and payable.

You may not be able to determine when a change of control triggering event has occurred.

The definition of change of control, which is a condition precedent to a change of control triggering event, includes a phrase relating to the sale, transfer, or conveyance of “all or substantially all” of the Issuer’s assets and the assets of its subsidiaries taken as a whole. There is no precisely established definition of the phrase “substantially all” under applicable law. Accordingly, your ability to require the Issuer to repurchase your exchange notes as a result of a sale, transfer, or conveyance of less than all of its assets to another individual, group or entity may be uncertain.

As an Irish incorporated company, the Issuer (and each Irish incorporated company which becomes a guarantor) is subject to Irish insolvency law under which certain categories of preferential debts could be paid in priority to the claims of holders of the exchange notes upon liquidation.

As an Irish incorporated company, the Issuer (and each Irish incorporated company which becomes a guarantor) may be wound up under Irish law. On a liquidation of an Irish company, the claims of those holding certain categories of preferential debts will take priority over the claims of both secured and unsecured creditors; the claims of secured creditors will rank in priority after the claims of those categories of preferential creditors

 

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but before the claims of unsecured creditors. Such preferential debts would comprise, among other things, any amounts owed in respect of local rates and certain amounts owed to the Irish Revenue Commissioners for income/corporation/capital gains tax, value added tax, employee taxes, social security and pension scheme contributions and remuneration, salary and wages of employees and certain contractors and the expenses of liquidation and examinership (if any).

The holders of the exchange notes are unsecured creditors of the Issuer (or an Irish guarantor) and rank in priority after the claims of preferential creditors and secured creditors and on a pari passu basis with other unsecured creditors of the Issuer (or an Irish guarantor). As a consequence, the holders’ return on their exchange notes may be delayed or reduced and they may suffer a loss (including a total loss) on their investment in the event of a default or insolvency of the Issuer (or an Irish guarantor).

Section 286 of the Irish Companies Act, 1963 (as amended)

Under Irish company law, a liquidator of the Issuer (or an Irish guarantor) could apply to court to have set aside certain transactions entered into by the Issuer (or that Irish guarantor) before the commencement of liquidation. Section 286 of the Irish Companies Act, 1963(as amended) provides that any conveyance, mortgage, delivery of goods, payment, execution or other act relating to property made or done by or against a company which is unable to pay its debts as they become due, to any creditor, within six months of the commencement of a winding up of the company, with a view to giving such creditor (or any surety or guarantor of the debt due to such creditor) a preference over its other creditors shall, if the company is at the time of the commencement of the winding-up unable to pay its debts (taking into account the contingent and prospective liabilities), be deemed a fraudulent preference of its creditors and be invalid accordingly. Where the conveyance, mortgage, delivery of goods, payment, execution or other action is in favour of a connected person the six month period is extended to two years. In addition, any such act in favour of a connected person is deemed to be a fraudulent preference and invalid accordingly, unless the contrary is shown.

Section 139 of the Irish Companies Act, 1990

Under section 139 of the Irish Companies Act, 1990, if it can be shown on the application of a liquidator, creditor or contributory of a company which is being wound up to the satisfaction of the Irish High Court that any property of such company was disposed of and the effect of such a disposal was to “perpetrate a fraud” on the company, its creditors or members, the Irish High Court may, if it deems it just and equitable, order any person who appears to have “use, control or possession” of such property or the proceeds of the sale or development thereof to deliver it or pay a sum in respect of it to the liquidator on such terms as the Irish High Court sees fit. In deciding whether it is just and equitable to make an order under section 139, the Irish High Court must have regard to the rights of persons who have bona fide and for value acquired an interest in the property the subject of the application.

Examinership

Examinership is a court procedure available under the Irish Companies (Amendment) Act, 1990, as amended, to facilitate the survival of Irish companies in financial difficulties. An Irish company which is in financial difficulties, its directors, its shareholders holding, at the date of presentation of the petition, not less than one-tenth of its voting share capital, or a contingent, prospective or actual creditor, are each entitled to petition the Irish High Court for the appointment of an examiner. During the period of examinership, the relevant company is under court protection and rights of creditors are suspended so that no enforcement action or other legal proceedings can be commenced against such company without the approval of the examiner or the relevant Irish court, as the case may be. In particular, the rights of secured creditors are largely suspended and, accordingly, if an examiner is appointed to the Issuer prior to consummation of the Transactions/Special Mandatory Redemption, the holders of the exchange notes would be precluded from enforcing the Noteholders’ security interest.

 

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Furthermore, the subject company cannot make any payment by way of satisfaction or discharge of the whole or a part of any liability incurred by it before presentation of a petition except in certain strictly defined circumstances. The examiner, once appointed, has the power, in certain circumstances, to avoid a negative pledge given by the company prior to this appointment and to sell assets the subject of a fixed charge. During the period of protection, the examiner will compile proposals for a compromise or scheme of arrangement to assist in the survival of the company or the whole or any part of its undertaking as a going concern. A scheme of arrangement may be approved by the Irish High Court if at least one class of creditors, whose interests are impaired under the proposals, has voted in favour of the proposals and the Irish High Court is satisfied that such proposals are fair and equitable in relation to any class of members or creditors who have not accepted the proposals and whose interests would be impaired by the implementation of the scheme of arrangement and the proposals are not unfairly prejudicial to any interested party.

If, for any reason, an examiner was appointed to the Issuer (or any Irish guarantor) while any amounts due by the Issuer under the exchange notes were unpaid, it is likely that secured and unsecured creditors would form separate classes of creditors. The primary risks to the holders of the exchange notes if an examiner was to be appointed to the Issuer (or any Irish guarantor) are as follows:

(i) the Trustee, on behalf of the holders of the exchange notes, would not be able to take proceeding to enforce rights under the Issuer (or against an Irish guarantor) during the period of examinership;

(ii) a scheme of arrangement may be approved involving the writing down of the debt due by the Issuer (or any Irish guarantor) to the holders of the exchange notes irrespective of their views, whether such debt was secured by the Noteholders’ Security or not;

(iii) an examiner may seek to set aside any negative pledge given by the Issuer (or any Irish guarantor) prohibiting the creation of security or the incurring of borrowings by the Issuer (or such Irish guarantor) to enable the examiner to borrow to fund the Issuer (or such Irish guarantor) during the protection period; and

(iv) in the event that a scheme of arrangement is not approved and the Issuer (or such Irish guarantor) subsequently goes into liquidation, the examiner’s remuneration and expenses (including certain borrowings incurred by the examiner on behalf of the Issuer (or such Irish guarantor) and approved by the Irish High Court) and the claims of certain other creditors referred to above (including the Irish Revenue Commissioners for certain unpaid taxes) will take priority over the amounts due by the Issuer (or such Irish guarantor) to the holders of the exchange notes.

Furthermore, the Irish High Court may order that an examiner shall have any of the powers of a liquidator appointed by the Irish High Court would have, which could include the power to apply to have transactions set aside under section 286 of the Irish Companies Act, 1963 (as amended) or section 139 of the Irish Companies Act, 1990.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from Guarantors.

The Guarantors’ creditors could challenge the issuance of the guarantees as fraudulent conveyances or on other grounds. Under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, insolvency, fraudulent transfer or similar laws, the delivery of the guarantees could be found to be a fraudulent transfer and declared void. In the case of U.S. federal bankruptcy laws, if a court determined that the applicable Guarantor, at the time it incurred the indebtedness evidenced by its guarantee, as applicable, (1) delivered the guarantee with the intent to hinder, delay or defraud its existing or future creditors; or (2) received less than reasonably equivalent value or did not receive fair consideration for the delivery of the guarantee, and any of the following three conditions apply:

 

  •   such Guarantor was insolvent or rendered insolvent by reason of issuing or delivering the guarantee;

 

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  •   such Guarantor was engaged in a business or transaction for which the Guarantor’s remaining assets constituted unreasonably small capital; or

 

  •   such Guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay such debts at maturity.

In addition, any payment by such Guarantor pursuant to its guarantee could be voided and required to be returned to the Guarantor, or to a fund for the benefit of the creditors of the Guarantor. In any such case, the right of noteholders to receive payments in respect of the exchange notes from any such Guarantor would be effectively subordinated to all indebtedness and other liabilities of that Guarantor.

The indenture governing the exchange notes will limit the liability of each Guarantor on its guarantee to the maximum amount that such Guarantor can incur without risk that its guarantee will be subject to avoidance as a fraudulent transfer or conveyance. The Issuer cannot assure you that this limitation will protect such guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the guarantees would suffice, if necessary, to pay the exchange notes in full when due.

If a court declares the guarantees to be void, or if the guarantees must be limited or voided in accordance with their terms, any claim a noteholder may make against the applicable Guarantors for amounts payable on the exchange notes would be subordinated to the indebtedness of such Guarantors, including trade payables. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a Guarantor would be considered insolvent if:

 

  •   the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

 

  •   the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

 

  •   it could not pay its debts as they become due.

The credit ratings assigned to the exchange notes may not reflect all risks of an investment in the exchange notes.

The credit ratings assigned to the exchange notes reflect the rating agencies’ assessments of the Issuer’s ability to make payments on the exchange notes when due. Consequently, actual or anticipated changes in these credit ratings will generally affect the market value of the exchange notes. These credit ratings, however, may not reflect the potential impact of risks related to structure, market or other factors related to the value of the exchange notes.

If an active trading market does not develop for the exchange notes, you may be unable to sell the new notes or to sell them at a price you deem sufficient.

The exchange notes will be securities for which there is no established trading market. While the Issuer intends to apply to the Irish Stock Exchange for the exchange notes to be admitted to the Official List and to trading on its Global Exchange Market, there can be no assurance that the exchange notes will be admitted to listing or trading or, if listed, a market for the exchange notes will develop on such exchange. The Issuer gives no assurance as to:

 

  •   the liquidity of any trading market that may develop;

 

  •   the ability of holders to sell their exchange notes; or

 

  •   the price at which holders would be able to sell their exchange notes.

 

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Even if a trading market develops, the exchange notes may trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including:

 

  •   prevailing interest rates;

 

  •   the number of holders of the exchange notes;

 

  •   the interest of securities dealers in making a market for the exchange notes;

 

  •   the market for similar debt securities; and

 

  •   the Company’s financial performance.

 

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the periods indicated. For purposes of computing the ratio of earnings to fixed charges, earnings consist of income (loss) before income taxes plus fixed charges. Fixed charges consist of interest expense and the portion of rent expense that management believes is representative of the interest component of rental expense.

 

     Predecessor            Successor  
     Year Ended            Year Ended  
     6/26/10      6/25/11      6/30/12      6/29/13            6/28/14  

Ratio of Earnings to Fixed Charges

      9.7x         9.8x         8.1x         8.7x              3.3x   

 

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THE EXCHANGE OFFER

In this subsection, “we”, “us”, and “our” refer only to Perrigo Company plc, a public limited company incorporated under the laws of Ireland, as issuer of the notes, exclusive of its subsidiaries.

Terms of the Exchange Offer

We are offering to exchange our exchange notes for a like aggregate principal amount of our initial notes.

The exchange notes that we propose to issue in this exchange offer will be substantially identical to our initial notes except that, unlike our initial notes, the exchange notes will have no transfer restrictions or registration rights. You should read the description of the exchange notes in the section in this prospectus entitled “Description of Exchange Notes.”

We reserve the right in our sole discretion to purchase or make offers for any initial notes that remain outstanding following the expiration or termination of this exchange offer and, to the extent permitted by applicable law, to purchase initial notes in the open market or privately negotiated transactions, one or more additional tender or exchange offers or otherwise. The terms and prices of these purchases or offers could differ significantly from the terms of this exchange offer.

Expiration Date; Extensions; Amendments; Termination

This exchange offer will expire at 5:00 p.m., New York City time, on                     , 2014, unless we extend it in our reasonable discretion. The expiration date of this exchange offer will be at least 20 business days after the commencement of the exchange offer in accordance with Rule 14e-1(a) under the Exchange Act.

We expressly reserve the right to extend or terminate this exchange offer and not accept any initial notes that we have not previously accepted if any of the conditions described below under “—Conditions to the Exchange Offer” have not been satisfied or waived by us. Consequently, in the event we extend the period the exchange offer is open, we may delay acceptance of any initial notes. We will notify the exchange agent of any extension or delay by oral notice promptly confirmed in writing or by written notice. We will also notify the holders of the initial notes by a press release or other public announcement communicated before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date unless applicable laws require us to do otherwise.

We also expressly reserve the right to amend the terms of this exchange offer in any manner. If we make any material change, we will promptly disclose this change in a manner reasonably calculated to inform the holders of our initial notes of the change including providing public announcement or giving oral or written notice to these holders. A material change in the terms of this exchange offer could include a change in the timing of the exchange offer, a change in the exchange agent and other similar changes in the terms of this exchange offer. If we make any material change to this exchange offer, we will disclose this change by means of a post-effective amendment to the registration statement which includes this prospectus and will distribute an amended or supplemented prospectus to each registered holder of initial notes. In addition, we will extend this exchange offer for an additional five to ten business days as required by the Exchange Act, depending on the significance of the amendment, if the exchange offer would otherwise expire during that period. We will promptly notify the exchange agent by oral notice, promptly confirmed in writing, or written notice of any delay in acceptance, extension, termination or amendment of this exchange offer.

 

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Procedures for Tendering Initial Notes

Proper Execution and Delivery of Letters of Transmittal

To tender your initial notes in this exchange offer, you must use one of the three alternative procedures described below:

(1) Regular delivery procedure: Complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal. Have the signatures on the letter of transmittal guaranteed if required by the letter of transmittal. Mail or otherwise deliver the letter of transmittal or the facsimile together with the certificates representing the initial notes being tendered and any other required documents to the exchange agent on or before 5:00 p.m., New York City time, on the expiration date.

(2) Book-entry delivery procedure: Send a timely confirmation of a book-entry transfer of your initial notes, if this procedure is available, into the exchange agent’s account at The Depository Trust Company in accordance with the procedures for book-entry transfer described under “—Book-Entry Delivery Procedure” below, on or before 5:00 p.m., New York City time, on the expiration date.

(3) Guaranteed delivery procedure: If time will not permit you to complete your tender by using the procedures described in (1) or (2) above before the expiration date and this procedure is available, comply with the guaranteed delivery procedures described under “—Guaranteed Delivery Procedure” below.

The method of delivery of the initial notes, the letter of transmittal and all other required documents is at your election and risk. Instead of delivery by mail, we recommend that you use an overnight or hand-delivery service. If you choose the mail, we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send any letters of transmittal or initial notes to us. You must deliver all documents to the exchange agent at its address provided below. You may also request your broker, dealer, commercial bank, trust company or nominee to tender your initial notes on your behalf.

Only a holder of initial notes may tender initial notes in this exchange offer. A holder is any person in whose name initial notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder.

If you are the beneficial owner of initial notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your notes, you must contact that registered holder promptly and instruct that registered holder to tender your notes on your behalf. If you wish to tender your initial notes on your own behalf, you must, before completing and executing the letter of transmittal and delivering your initial notes, either make appropriate arrangements to register the ownership of these notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

You must have any signatures on a letter of transmittal or a notice of withdrawal guaranteed by:

(1) a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.;

(2) a commercial bank or trust company having an office or correspondent in the United States; or

(3) an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act, unless the initial notes are tendered:

(a) by a registered holder or by a participant in The Depository Trust Company whose name appears on a security position listing as the owner, who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal and only if the exchange notes are being issued directly to this registered holder or deposited into this participant’s account at The Depository Trust Company; or

 

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(b) for the account of a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act.

If the letter of transmittal or any bond powers are signed by:

(1) the recordholder(s) of the initial notes tendered: the signature must correspond with the name(s) written on the face of the initial notes without alteration, enlargement or any change whatsoever.

(2) a participant in The Depository Trust Company: the signature must correspond with the name as it appears on the security position listing as the holder of the initial notes.

(3) a person other than the registered holder of any initial notes: these initial notes must be endorsed or accompanied by bond powers and a proxy that authorize this person to tender the initial notes on behalf of the registered holder, in satisfactory form to us as determined in our sole discretion, in each case, as the name of the registered holder or holders appears on the initial notes.

(4) trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity: these persons should so indicate when signing. Unless waived by us, evidence satisfactory to us of their authority to so act must also be submitted with the letter of transmittal.

To tender your initial notes in this exchange offer, you must make the following representations:

(1) you are authorized to tender, sell, assign and transfer the initial notes tendered and to acquire exchange notes issuable upon the exchange of such tendered initial notes, and that we will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by us;

(2) any exchange notes acquired by you pursuant to the exchange offer are being acquired in the ordinary course of business, whether or not you are the holder;

(3) you or any other person who receives exchange notes, whether or not such person is the holder of the exchange notes, has no arrangement or understanding with any person to participate in a distribution of such exchange notes within the meaning of the Securities Act and is not participating in, and does not intend to participate in, the distribution of such exchange notes within the meaning of the Securities Act;

(4) you or such other person who receives exchange notes, whether or not such person is the holder of the exchange notes, is not an “affiliate,” as defined in Rule 405 of the Securities Act, of ours, or if you or such other person is an affiliate, you or such other person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

(5) if you are not a broker-dealer, you represent that you are not engaging in, and do not intend to engage in, a distribution of exchange notes; and

(6) if you are a broker-dealer that will receive exchange notes for your own account in exchange for initial notes, you represent that the initial notes to be exchanged for the exchange notes were acquired by you as a result of market-making or other trading activities and acknowledge that you will deliver a prospectus in connection with any resale, offer to resell or other transfer of such exchange notes.

You must also warrant that the acceptance of any tendered initial notes by the issuers and the issuance of exchange notes in exchange therefor shall constitute performance in full by the issuers of its obligations under the registration rights agreement relating to the initial notes.

To effectively tender notes through The Depository Trust Company, the financial institution that is a participant in The Depository Trust Company will electronically transmit its acceptance through the Automatic

 

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Tender Offer Program. The Depository Trust Company will then edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance. An agent’s message is a message transmitted by The Depository Trust Company to the exchange agent stating that The Depository Trust Company has received an express acknowledgment from the participant in The Depository Trust Company tendering the notes that this participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce this agreement against this participant.

Book-Entry Delivery Procedure

Any financial institution that is a participant in The Depository Trust Company’s systems may make book-entry deliveries of initial notes by causing The Depository Trust Company to transfer these initial notes into the exchange agent’s account at The Depository Trust Company in accordance with The Depository Trust Company’s procedures for transfer. To effectively tender notes through The Depository Trust Company, the financial institution that is a participant in The Depository Trust Company will electronically transmit its acceptance through the Automated Tender Offer Program. The Depository Trust Company will then edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance. An agent’s message is a message transmitted by The Depository Trust Company to the exchange agent stating that The Depository Trust Company has received an express acknowledgment from the participant in The Depository Trust Company tendering the notes that this participation has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce this agreement against this participant. The exchange agent will make a request to establish an account for the initial notes at The Depository Trust Company for purposes of the exchange offer within two business days after the date of this prospectus.

A delivery of initial notes through a book-entry transfer into the exchange agent’s account at The Depository Trust Company will only be effective if an agent’s message or the letter of transmittal or a facsimile of the letter of transmittal with any required signature guarantees and any other required documents is transmitted to and received by the exchange agent at the address indicated below under “—Exchange Agent” on or before the expiration date unless the guaranteed delivery procedures described below are complied with. Delivery of documents to The Depository Trust Company does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedure

If you are a registered holder of initial notes and desire to tender your notes, and (1) these notes are not immediately available, (2) time will not permit your notes or other required documents to reach the exchange agent before the expiration date or (3) the procedures for book-entry transfer cannot be completed on a timely basis and an agent’s message delivered, you may still tender in this exchange offer if:

(1) you tender through a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an eligible guarantor institution within the meaning of Rule 17Ad-15 under the Exchange Act;

(2) on or before the expiration date, the exchange agent receives a properly completed and duly executed letter of transmittal or facsimile of the letter of transmittal, and a notice of guaranteed delivery, substantially in the form provided by us, with your name and address as holder of the initial notes and the amount of notes tendered, stating that the tender is being made by that letter and notice and guaranteeing that within three New York Stock Exchange trading days after the expiration date the certificates for all the initial notes tendered, in proper form for transfer, or a book-entry confirmation with an agent’s message, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

(3) the certificates for all your tendered initial notes in proper form for transfer or a book-entry confirmation as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

 

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Acceptance of Initial Notes for Exchange; Delivery of Exchange Notes

Your tender of initial notes will constitute an agreement between you and us governed by the terms and conditions provided in this prospectus and in the related letter of transmittal.

We will be deemed to have received your tender as of the date when your duly signed letter of transmittal accompanied by your initial notes tendered, or a timely confirmation of a book-entry transfer of these notes into the exchange agent’s account at The Depository Trust Company with an agent’s message, or a notice of guaranteed delivery from an eligible institution is received by the exchange agent.

All questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tenders will be determined by us in our sole discretion. Our determination will be final and binding.

We reserve the absolute right to reject any and all initial notes not properly tendered or any initial notes which, if accepted, would, in our opinion or our counsel’s opinion, be unlawful. We also reserve the absolute right to waive any conditions of this exchange offer or irregularities or defects in tender as to particular notes with the exception of conditions to this exchange offer relating to the obligations of broker dealers, which we will not waive. If we waive a condition to this exchange offer, the waiver will be applied equally to all note holders. Our interpretation of the terms and conditions of this exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of initial notes must be cured within such time as we shall determine. We, the exchange agent or any other person will be under no duty to give notification of defects or irregularities with respect to tenders of initial notes. We and the exchange agent or any other person will incur no liability for any failure to give notification of these defects or irregularities. Tenders of initial notes will not be deemed to have been made until such irregularities have been cured or waived. The exchange agent will return without cost to their holders any initial notes that are not properly tendered and as to which the defects or irregularities have not been cured or waived promptly following the expiration date.

If all the conditions to the exchange offer are satisfied or waived on the expiration date, we will accept all initial notes properly tendered and will issue the exchange notes promptly thereafter. Please refer to the section of this prospectus entitled “—Conditions to the Exchange Offer” below. For purposes of this exchange offer, initial notes will be deemed to have been accepted as validly tendered for exchange when, as and if we give oral or written notice of acceptance to the exchange agent.

We will issue the exchange notes in exchange for the initial notes tendered pursuant to a notice of guaranteed delivery by an eligible institution only against delivery to the exchange agent of the letter of transmittal, the tendered initial notes and any other required documents, or the receipt by the exchange agent of a timely confirmation of a book-entry transfer of initial notes into the exchange agent’s account at The Depository Trust Company with an agent’s message, in each case, in form satisfactory to us and the exchange agent.

If any tendered initial notes are not accepted for any reason provided by the terms and conditions of this exchange offer or if initial notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged initial notes will be returned without expense to the tendering holder, or, in the case of initial notes tendered by book-entry transfer procedures described above, will be credited to an account maintained with the book-entry transfer facility, promptly after withdrawal, rejection of tender or the expiration or termination of the exchange offer.

By tendering into this exchange offer, you will irrevocably appoint our designees as your attorney-in-fact and proxy with full power of substitution and resubstitution to the full extent of your rights on the notes tendered. This proxy will be considered coupled with an interest in the tendered notes. This appointment will be effective only when, and to the extent that we accept your notes in this exchange offer. All prior proxies on these notes will then be revoked and you will not be entitled to give any subsequent proxy. Any proxy that you may give subsequently will not be deemed effective. Our designees will be empowered to exercise all voting and other

 

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rights of the holders as they may deem proper at any meeting of note holders or otherwise. The initial notes will be validly tendered only if we are able to exercise full voting rights on the notes, including voting at any meeting of the note holders, and full rights to consent to any action taken by the note holders.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, you may withdraw tenders of initial notes at any time before 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective, you must send a written or facsimile transmission notice of withdrawal to the exchange agent before 5:00 p.m., New York City time, on the expiration date at the address provided below under “—Exchange Agent” and before acceptance of your tendered notes for exchange by us.

Any notice of withdrawal must:

(1) specify the name of the person having tendered the initial notes to be withdrawn;

(2) identify the notes to be withdrawn, including, if applicable, the registration number or numbers and total principal amount of these notes;

(3) be signed by the person having tendered the initial notes to be withdrawn in the same manner as the original signature on the letter of transmittal by which these notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to permit the trustee for the initial notes to register the transfer of these notes into the name of the person having made the original tender and withdrawing the tender;

(4) specify the name in which any of these initial notes are to be registered, if this name is different from that of the person having tendered the initial notes to be withdrawn; and

(5) if applicable because the initial notes have been tendered through the book-entry procedure, specify the name and number of the participant’s account at The Depository Trust Company to be credited, if different than that of the person having tendered the initial notes to be withdrawn.

We will determine all questions as to the validity, form and eligibility, including time of receipt, of all notices of withdrawal and our determination will be final and binding on all parties. Initial notes that are withdrawn will be deemed not to have been validly tendered for exchange in this exchange offer.

The exchange agent will return without cost to their holders all initial notes that have been tendered for exchange and are not exchanged for any reason, promptly after withdrawal, rejection of tender or expiration or termination of this exchange offer.

You may retender properly withdrawn initial notes in this exchange offer by following one of the procedures described under “—Procedures for Tendering Initial Notes” above at any time on or before the expiration date.

Conditions to the Exchange Offer

We will not be required to complete this exchange offer if the exchange offer violates applicable law or any applicable interpretation of the staff of the SEC.

In addition, we will not accept for exchange any initial notes tendered, and no exchange notes will be issued in exchange for any of those initial notes, if at the time the notes are tendered any stop order is threatened by the SEC or in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

 

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If we determine that we may terminate this exchange offer because any of these conditions is not satisfied, we may:

(1) refuse to accept and return to their holders any initial notes that have been tendered;

(2) extend the exchange offer and retain all notes tendered before the expiration date, subject to the rights of the holders of these notes to withdraw their tenders; or

(3) waive any condition that has not been satisfied and accept all properly tendered notes that have not been withdrawn or otherwise amend the terms of this exchange offer in any respect as provided under the section in this prospectus entitled “—Expiration Date; Extensions; Amendments; Termination.”

Accounting Treatment

We will record the exchange notes at the same carrying value as the initial notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes.

Exchange Agent

We have appointed Wells Fargo Bank, National Association as exchange agent for this exchange offer. You should direct all questions and requests for assistance on the procedures for tendering and all requests for additional copies of this prospectus or the letter of transmittal to the exchange agent as follows:

By Registered or Certified Mail:

Wells Fargo Bank, National Association

Corporate Trust Operation

MAC N9303-121

PO Box 1517

Minneapolis, MN 55480

By Regular Mail or Overnight Carrier:

Wells Fargo Bank, National Association

Corporate Trust Operation

MAC N9303-121

Sixth & Marquette Avenue

Minneapolis, MN 55479

By Regular Mail or Overnight Carrier:

Wells Fargo Bank, National Association

12th Floor—Northstar East Building

Corporate Trust Operations

608 Second Avenue South

Minneapolis, MN 55479

By Facsimile or Telephone:

Facsimile Transmission for Eligible Institutions only: (612) 667-6282

Information or Confirmation by Telephone: (800) 344-5128

 

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Fees and Expenses

We will bear the expenses of soliciting tenders in this exchange offer, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses.

We will not make any payments to brokers, dealers or other persons soliciting acceptances of this exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses in connection with this exchange offer. We will also pay brokerage houses and other custodians, nominees and fiduciaries their reasonable out-of-pocket expenses for forwarding copies of the prospectus, letters of transmittal and related documents to the beneficial owners of the initial notes and for handling or forwarding tenders for exchange to their customers.

We will pay all transfer taxes, if any, applicable to the exchange of initial notes in accordance with this exchange offer. However, tendering holders will pay the amount of any transfer taxes, whether imposed on the registered holder or any other persons, if:

(1) certificates representing exchange notes or initial notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the notes tendered;

(2) tendered initial notes are registered in the name of any person other than the person signing the letter of transmittal; or

(3) a transfer tax is payable for any reason other than the exchange of the initial notes in this exchange offer.

If you do not submit satisfactory evidence of the payment of any of these taxes or of any exemption from this payment with the letter of transmittal, we will bill you directly the amount of these transfer taxes.

Your Failure to Participate in the Exchange Offer Will Have Adverse Consequences

The initial notes were not registered under the Securities Act or under the securities laws of any state and you may not resell them, offer them for resale or otherwise transfer them unless they are subsequently registered or resold under an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your initial notes for exchange notes in accordance with this exchange offer, or if you do not properly tender your initial notes in this exchange offer, you will not be able to resell, offer to resell or otherwise transfer the initial notes unless they are registered under the Securities Act or unless you resell them, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.

In addition, except as set forth in this paragraph, you will not be able to obligate us to register the initial notes under the Securities Act. You will not be able to require us to register your initial notes under the Securities Act unless:

(1) you are prohibited by law or SEC policy from participating in the exchange offer;

(2) you may not resell the exchange notes you acquire in the exchange offer to the public without delivering a prospectus and that the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales by you; or

(3) you are a broker-dealer and hold initial notes acquired directly from us or one of our affiliates,

in which case the registration rights agreement requires us to file a registration statement for a continuous offer in accordance with Rule 415 under the Securities Act for the benefit of the holders of the initial notes described in this sentence.

 

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After completion of the Exchange Offer, we will have no further obligation to provide for the registration under the Securities Act of any initial notes except in limited circumstances and we do not currently anticipate that we will register under the Securities Act any notes that remain outstanding after completion of the exchange offer.

Delivery of Prospectus

Each broker-dealer that receives exchange notes for its own account in exchange for initial notes, where such initial notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

 

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DESCRIPTION OF EXCHANGE NOTES

General

On November 5, 2013, we issued 1.30% Senior Notes due 2016 (the “2016 notes”) in an initial aggregate principal amount of $500,000,000, 2.30% Senior Notes due 2018 (the “2018 notes”) in an initial aggregate principal amount of $600,000,000, 4.00% Senior Notes due 2023 (the “2023 notes”) in an initial aggregate principal amount of $800,000,000 and 5.30% Senior Notes due 2043 (the “2043 notes” and, together with the 2016 notes, the 2018 notes and the 2023 notes, the “notes”) under an Indenture dated as of November 8, 2013 among Perrigo Company plc, a public limited company organized under the laws of Ireland (the “Issuer”), the Current Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (as amended, modified or supplemented from time to time in accordance with its terms, the “Indenture”). The 2016 notes will mature on November 8, 2016. The 2018 notes will mature on November 8, 2018. The 2023 notes will mature on November 15, 2023. The 2043 notes will mature on November 15, 2043. For purposes of this description, the defined term “notes” refers to the initial notes and the exchange notes. The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

The following description is only a summary of the material terms of the notes and the Indenture. We urge you to read the notes and the Indenture because they, and not this description, define your rights as holders of the notes. Capitalized terms used in this “Description of the Exchange Notes” that are not defined in this prospectus have the meanings given to them in the Indenture. Copies of the notes and the Indenture have been filed with the SEC and appear elsewhere in the registration statement of which this prospectus forms a part.

References in this “Description of the Exchange Notes” to “we”, “us” and “our” refer to the Issuer, excluding its subsidiaries.

Any initial notes that remain outstanding after completion of the exchange offer, together with the notes issued in the exchange offer, will be treated as a single class of securities under the Indenture and will vote together as one class, including for purposes of amending the Indenture.

The terms of the notes are identical in all material respects to the initial notes except that upon completion of the exchange offer, the notes will be registered under the Securities Act of 1933 (the “Securities Act”) and free of any covenants regarding exchange registration rights.

We will issue the notes in book-entry form, in denominations of $200,000 and integral multiples of $1,000 in excess of $200,000. The notes will not be subject to any sinking fund and will not be convertible into or exchange for any of our equity interests.

We may, without the consent of the holders of the notes, issue additional debt securities having the same ranking and the same interest rate, maturity and other terms as the notes of a particular series in all respects (except for the issue date, issue price, if applicable, payment of interest accruing prior to the issue date of such additional debt securities or, if applicable, the first payment of interest following the issue date of such additional debt securities). Any such additional debt securities and the notes of such series will constitute a single series of notes under the Indenture; provided, that any additional debt securities that are not fungible for U.S. federal income tax purposes with the notes of such series shall be issued under a separate CUSIP number.

Ranking

The notes:

 

  •   are the unsecured, senior obligations of the Issuer and rank equally with all of the Issuer’s other unsecured senior indebtedness;

 

  •   are effectively subordinated to any existing or future secured obligations of the Issuer, to the extent of the value of the collateral securing such other obligations;

 

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  •   are senior in right of payment to any obligations of the Issuer that are by their terms expressly subordinated or junior in right of payment to the notes; and

 

  •   are structurally subordinated to the obligations of the subsidiaries of the Issuer that do not guarantee the notes.

The guarantees of the notes:

 

  •   are the senior obligations of each Guarantor;

 

  •   rank equally in right of payment with any existing and future senior indebtedness of each Guarantor;

 

  •   are senior in right of payment to any obligations of each Guarantor that are by their terms expressly subordinated or junior in right of payment to the guarantees of the notes; and

 

  •   are effectively subordinated to any existing or future secured obligations of each Guarantor, to the extent of the value of the collateral securing such obligations.

Principal and Interest

2016 Notes

The 2016 notes will mature on November 8, 2016, bear interest at the annual rate of 1.30% and accrue interest from November 8, 2013 or from the most recent date to which interest has been paid or provided for. Interest is payable semi-annually, on May 8 and November 8, beginning on May 8, 2014, to each person in whose name the notes are registered at the close of business on each April 24 and October 24 (whether or not that date is a business day as that term is defined in the Indenture). We compute interest on the 2016 notes on the basis of a 360-day year consisting of twelve 30-day months. If any interest payment date or maturity or redemption date falls on a day that is not a business day, then the payment will be made on the next business day without additional interest and with the same effect as if it were made on the originally scheduled date.

2018 Notes

The 2018 notes will mature on November 8, 2018, bear interest at the annual rate of 2.30% and accrue interest from November 8, 2013 or from the most recent date to which interest has been paid or provided for. Interest is payable semi-annually, on May 8 and November 8, beginning on May 8, 2014, to each person in whose name the notes are registered at the close of business on each April 24 and October 24 (whether or not that date is a business day as that term is defined in the Indenture). We compute interest on the 2018 notes on the basis of a 360-day year consisting of twelve 30-day months. If any interest payment date or maturity or redemption date falls on a day that is not a business day, then the payment will be made on the next business day without additional interest and with the same effect as if it were made on the originally scheduled date.

2023 Notes

The 2023 notes will mature on November 15, 2023, bear interest at the annual rate of 4.00% and accrue interest from November 8, 2013 or from the most recent date to which interest has been paid or provided for. Interest is payable semi-annually, on May 15 and November 15, beginning on May 15, 2014, to each person in whose name the notes are registered at the close of business on each May 1 and November 1 (whether or not that date is a business day as that term is defined in the Indenture). We compute interest on the 2023 notes on the basis of a 360-day year consisting of twelve 30-day months. If any interest payment date or maturity or redemption date falls on a day that is not a business day, then the payment will be made on the next business day without additional interest and with the same effect as if it were made on the originally scheduled date.

2043 Notes

The 2043 notes will mature on November 15, 2043, bear interest at the annual rate of 5.30% and accrue interest from November 8, 2013 or from the most recent date to which interest has been paid or provided for.

 

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Interest is payable semi-annually, on May 15 and November 15, beginning on May 15, 2014, to each person in whose name the notes are registered at the close of business on each May 1 and November 1 (whether or not that date is a business day as that term is defined in the Indenture). We compute interest on the 2043 notes on the basis of a 360-day year consisting of twelve 30-day months. If any interest payment date or maturity or redemption date falls on a day that is not a business day, then the payment will be made on the next business day without additional interest and with the same effect as if it were made on the originally scheduled date.

Guarantees

Payment of principal of, premium, if any, and interest, on the notes are guaranteed, jointly and severally, on an unsecured senior basis by the Guarantors (as defined below).

As of the date of the exchange offer, the notes are guaranteed by Habsont, Perrigo Company; L. Perrigo Company; PBM Nutritionals, LLC; PBM Products, LLC; PBM International Holdings, LLC; PBM Foods, LLC; PBM China Holdings, LLC; Paddock Laboratories, LLC; Perrigo New York, Inc.; Sergeant’s Pet Care Products, Inc.; Velcera, Inc.; FidoPharmBrands, LLC; FidoPharm, Inc; Meridian Animal Health, LLC; Perrigo Company of South Carolina, Inc.; Perrigo International, Inc.; Perrigo API USA, Inc.; Perrigo Diabetes Care LLC; Perrigo Pharmaceuticals Company; Perrigo Florida, Inc.; SPC Trademarks, LLC; Pet Logic, L.L.C.; LoradoChem, Inc.; Perrigo Sourcing Solutions, Inc.; Perrigo Sales Corporation; Perrigo Research & Development Company; P2C, Inc.; Perrigo Company of Tennessee Inc.; Cobrek Pharmaceuticals, Inc.; PBM Holdings, LLC; PBM Canada Holdings, LLC; Elan Corporation Limited; Elan Holdings Limited; Elan Pharma International Limited; Elan Regulatory Holdings Limited; Elan Science Five Limited; Keavy Finance Limited; and The Institute of Biopharmaceutics Limited (together, the “Current Guarantors”). In the future, each subsidiary of the Issuer that guarantees or is a borrower under the Permanent Credit Facilities will guarantee the notes, subject to release as described below. The Current Guarantors and any such future guarantor are referred to in this “Description of the Exchange Notes” as the “Guarantors.”

The obligations of each Guarantor under its guarantee of the notes will be limited as necessary to prevent such guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law; this limitation, however, may not be effective to prevent such guarantee from constituting a fraudulent conveyance.

Any guarantee of the notes by a Guarantor shall provide by its terms that it shall be automatically, permanently and unconditionally released and discharged upon:

(1)        (a) the consummation of any transaction permitted under the Indenture (including a sale, transfer, disposition or distribution of such Guarantor to a Person that is not the Issuer or one of its Subsidiaries) resulting in such Guarantor ceasing to be a Subsidiary;

(b) upon the merger or consolidation of any Guarantor with and into the Issuer or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer;

(c) the release or discharge of the guarantee by such Guarantor of all outstanding indebtedness under the Permanent Credit Facilities; or

(d) the exercise by the Issuer of its legal defeasance option or covenant defeasance option as described under “Defeasance” or the discharge of the Issuer’s obligations under the Indenture in accordance with the terms of the Indenture; and

(2) such Guarantor delivering to the trustee an officer’s certificate of such Guarantor and the Issuer and an opinion of counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction or release and discharge have been complied with.

 

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The terms of the credit agreements governing the Permanent Credit Facilities, as in effect on the issue date of the notes, provide that each Guarantor will be permanently and unconditionally released and discharged from its guarantee of the Permanent Credit Facilities on the initial date (such date, the “Guarantor Release Date”) (as defined in the Permanent Credit Facilities) on or after the second anniversary of the Escrow Release Date on which no default or event of default under the Permanent Credit Facilities shall have occurred or be continuing and the issued ratings for senior unsecured long-term debt of the Issuer that is not guaranteed or subject to other credit enhancement are either (x) BBB or better from S&P (as defined below) and Baa3 or better from Moody’s or (y) BBB- or better from S&P and Baa2 or better from Moody’s.

Payment and Paying Agents

We will pay interest to you if you are listed in the trustee’s records as the owner of the notes at the close of business on a particular day in advance of each due date for interest on the notes. Interest will be paid to you if you are listed as the owner even if you no longer own the notes on the interest due date. That particular day is called the “Regular Record Date”. See “—Principal and Interest.” Persons who are listed in the trustee’s records as the owners of the notes at the close of business on a particular day are referred to as “holders.”

We will deposit interest, principal and any other money due on the notes with the paying agent that we name in accordance with the terms of the Indenture. Wells Fargo Bank, National Association currently serves as the paying agent for the notes. We may from time to time designate additional offices or agencies, approve a change in the location of any office or agency and, except as provided above, rescind the designation of any office or agency.

Optional Redemption

All or a portion of the 2016 notes, the 2018 notes, the 2023 notes and the 2043 notes, as the case may be, may be redeemed at our option at any time or from time to time. The redemption price for the 2016 notes, the 2018 notes, the 2023 notes and the 2043 notes, as applicable, to be redeemed on any redemption date will be equal to the greater of the following amounts:

 

  •   100% of the principal amount of the notes of that series being redeemed on the redemption date; and

 

  •   the sum of the present values of the remaining scheduled payments of principal and interest on the applicable series of notes being redeemed on that redemption date (not including any portion of any payments of interest accrued to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below), plus 10 basis points with respect to the 2016 notes, 15 basis points with respect to the 2018 notes, 20 basis points with respect to the 2023 notes and 25 basis points with respect to the 2043 notes, as determined by the applicable Independent Investment Banker (as defined below),

plus, in each case, accrued and unpaid interest, on the applicable series of notes to the redemption date. Notwithstanding the foregoing, installments of interest on the applicable series of notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the applicable series of notes and the Indenture.

In addition, we will have the right to redeem in whole at any time or in part from time to time, at our option, the 2023 notes on or after August 15, 2023 (three months prior to their maturity date) and the 2043 notes on or after May 15, 2043 (six months prior to their maturity date), in each case, at a redemption price equal to 100% of the aggregate principal amount of the notes of the applicable series being redeemed plus, in each case, accrued and unpaid interest, if any, to, but excluding, the redemption date.

“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable

 

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Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the U.S. Treasury security selected by the Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the applicable series of notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the applicable series of notes.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if we are provided fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers whom we appoint.

“Reference Treasury Dealer” means each of Barclays Capital Inc. and HSBC Securities (USA) Inc. and their respective successors and, at our option, additional Primary Treasury Dealers selected by us; provided, however, that if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we will substitute another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

Notice of any redemption will be mailed (or, to the extent permitted or required by applicable DTC procedures or regulations, sent electronically) at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption.

If we choose to redeem less than all of the notes, the particular notes to be redeemed shall be selected by the trustee not more than 45 days prior to the redemption date. Subject to applicable DTC procedures or regulations, the trustee will select the notes to be redeemed by such method as the trustee shall deem appropriate.

Payment of Additional Amounts

All payments made by the Issuer or any Guarantor (each a “Payor”) on the notes will be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of:

(1) any jurisdiction from or through which payment on the notes or any guarantee thereof is made, or any political subdivision of governmental authority thereof or therein having the power to tax; or

(2) any jurisdiction in which a Payor is organized or otherwise considered to be a resident for tax purposes, or any political subdivision or governmental authority thereof or therein having the power to tax (each of clause (1) and (2), a “Relevant Taxing Jurisdiction”),

will at any time be required from any payments made by a Payor with respect to the notes, including payments of principal, redemption price, interest or premium, the Payor will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each holder of the notes, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), equal the amounts which would have been received in

 

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respect of such payments in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable with respect to:

(1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant holder (or between a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of power over the relevant holder, if the relevant holder is an estate, nominee, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including being or having been a citizen, resident or national thereof or being or having been present or engaged in a trade or carrying on a business in, or having had a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction) other than by the mere ownership or holding of such notes or enforcement of rights thereunder or under any guarantee thereof or the receipt of payments in respect thereof;

(2) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of a holder of notes to comply with any certification, identification, information or other reporting requirement, whether required by statute, treaty, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the holder is not resident in the Relevant Taxing Jurisdiction) (provided that at least 30 days prior to the first payment date with respect to which such withholding, deduction or imposition is required under the applicable law of the Relevant Taxing Jurisdiction, the relevant holder at that time has been notified (in the manner contemplated by the Indenture) by the Payor or any other person through whom payment may be made of such certification, identification, information or other reporting requirement);

(3) any Taxes, to the extent such Taxes were imposed as a result of a note being presented for payment (where notes are legended notes in certificated form and presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had such note been presented during such 30 day period);

(4) any Taxes that are payable otherwise than by withholding from a payment of the principal of, premium, if any, or interest, on the notes or under any guarantee thereof;

(5) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge;

(6) any Taxes withheld, deducted or imposed on a payment to an individual or a “residual entity” (as interpreted within the context of European Council Directive 2003/48/EC) that are required to be made pursuant to European Council Directive 2003/48/EC Directive or any other directive implementing the conclusions of the ECOFIN Council meeting on November 26 and 27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to such directive;

(7) any Taxes imposed on or with respect to a payment made to a holder of the notes who would have been able to avoid such imposition by presenting (where notes are legended notes in certificated form and presentation is required) the relevant note to another paying agent in a member state of the European Union;

(8) any Taxes imposed on or with respect to any payment by the Issuer or a Guarantor to the holder if such holder is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, to the extent that Taxes would not have been imposed on such payment had such holder been the sole beneficial owner of such note; or

(9) any combination of items (1) through (8) above.

For purposes of this “Payment of Additional Amounts” section, the term holder shall include both a holder of notes and a beneficial owner of notes, as applicable. The Indenture provides that in the event the notes are held in global form, right to receive Additional Amounts shall be determined at the beneficial owner level.

 

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The Payor will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Payor will use all reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Payor will furnish to the trustee (or to a holder upon written request), within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, such certified copies to each holder. The Payor will attach to each certified copy a certificate stating (x) that the amount of withholding Taxes evidenced by the certified copy was paid in connection with payments in respect of the principal amount of notes then outstanding and (y) the amount of such withholding Taxes paid per $1,000 principal amount of the notes. Copies of such documentation will be available for inspection during ordinary business hours at the office of the trustee by the holders of the notes upon request and will be made available at the offices of the paying agent.

At least 30 days prior to each date on which any payment under or with respect to the notes or any guarantee thereof is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Payor will be obligated to pay Additional Amounts with respect to such payment, the Payor will deliver to the trustee an officer’s certificate stating the fact that such Additional Amounts will be payable, the amounts so payable and will furnish such other information necessary to enable the paying agent to pay such Additional Amounts to holders on the payment date. Each such officer’s certificate shall be relied upon until receipt of a further officer’s certificate addressing such matters.

The Indenture further provides that, if the Payor conducts business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, is required by the law of such Additional Taxing Jurisdiction to deduct or withhold any amount on account of taxes imposed by such Additional Taxing Jurisdiction from payments under the notes or any guarantee thereof, as the case may be, which would not have been required to be so deducted or withheld but for such conduct of business in such Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply to such holders as if references in such provision to “Taxes” included taxes imposed by way of deduction or withholding by any such Additional Taxing Jurisdiction (or any political subdivision thereof or taxing authority therein).

Wherever in the Indenture, the notes, the guarantees or this “Description of the Exchange Notes” there are references in any context, to:

(1) the payment of principal,

(2) purchase prices in connection with a purchase of notes,

(3) interest, or

(4) any other amount payable on or with respect to the notes or any guarantee,

such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The Payor will pay any present or future stamp, court or documentary taxes, or any other excise or property taxes, charges or similar levies which arise in any jurisdiction from the execution, delivery or registration of any notes or any other document or instrument referred to therein (other than a transfer of the notes), or the receipt of any payments with respect to the notes or any guarantee, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside any Relevant Taxing Jurisdiction or any jurisdiction in which a paying agent is located, other than those resulting from, or required to be paid in connection with, the enforcement of the notes, any guarantee thereof or any other such document or instrument following the occurrence of any event of default with respect to the notes.

 

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The foregoing obligations will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any jurisdiction in which any successor to a Payor is organized or any political subdivision or taxing authority or agency thereof or therein.

Tax Redemption

The Issuer may redeem the notes of any series in whole, but not in part, at its discretion at any time upon giving not less than 30 nor more than 60 days’ notice to the holders of the applicable series of notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) and Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuer determines that, as a result of:

(1) any change in, or amendment to, any law or treaty (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting taxation; or

(2) any amendment to or any change in the application, administration or interpretation of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice) (each of the foregoing in clauses (1) and (2), a “Change in Tax Law”),

the Issuer, with respect to the notes or any Guarantor, with respect to its guarantee, as the case may be, is, or on the next interest payment date in respect of the notes would be, required to pay Additional Amounts.

Any Change in Tax Law must become effective on or after November 5, 2013. In the case of a successor of the Issuer that is not tax resident in the same jurisdiction as the Issuer or a successor of a Guarantor that is not tax resident in the same jurisdiction as such Guarantor, the Change in Tax Law must become effective after the date that such entity first makes payments on the notes. Notice of redemption for taxation reasons will be published in accordance with the procedures described above under “—Optional Redemption.” Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 60 days prior to the earliest date on which the Payor would be obliged to make such payment or withholding if a payment in respect of the notes or any guarantee were then due and (b) unless, at the time such notice is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or, where relevant, mailing of any notice of redemption of the notes pursuant to the foregoing, the Issuer will deliver to the trustee (a) an officer’s certificate to the effect that the obligation to pay Additional Amounts cannot be avoided by the Issuer taking reasonable measures available to it and stating that the Issuer is entitled to effect such redemption and (b) an opinion of an independent tax counsel, which tax counsel shall be reasonably satisfactory to the trustee, to the effect that the circumstances referred to above exist. The trustee will accept and shall be entitled to rely on such officer’s certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent described above, in which event such redemption will be conclusive and binding on the holders.

Offer to Purchase Upon Change of Control Triggering Event

If a change of control triggering event occurs with respect to a series of notes, unless we have exercised our option to redeem the applicable notes as described above, we will be required to make an offer (the “change of control offer”) to each holder of the notes of the applicable series as to which the change of control triggering event has occurred to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s applicable notes on the terms set forth in such notes. In the change of control offer, we will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased, plus accrued and unpaid interest on the applicable notes repurchased to, but not including, the date of repurchase (the “change of control payment”). Within 30 days following any change of control triggering event or, at our

 

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option, prior to any change of control triggering event, but after public announcement of the transaction that constitutes or may constitute the change of control triggering event, a notice will be mailed (or, to the extent permitted or required by applicable DTC procedures or regulations, sent electronically) to holders of the applicable notes and the trustee describing the transaction that constitutes or may constitute the change of control triggering event and offering to repurchase the notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or sent (the “change of control payment date”). The notice will, if mailed or sent prior to the date of consummation of the change of control, state that the offer to purchase is conditioned on the change of control triggering event occurring with respect to the applicable notes on or prior to the change of control payment date.

On the change of control payment date, we will, to the extent lawful:

 

  •   accept for payment all applicable notes or portions of such notes properly tendered pursuant to the applicable change of control offer;

 

  •   deposit with the paying agent an amount equal to the change of control payment in respect of all such notes or portions of notes properly tendered; and

 

  •   deliver or cause to be delivered to the trustee the applicable notes properly accepted together with an officer’s certificate stating the aggregate principal amount of the applicable notes or portions of such notes being repurchased and that all conditions precedent provided for in the Indenture to the change of control offer and to the repurchase by us of the applicable notes pursuant to the change of control offer have been met.

We will not be required to make a change of control offer upon the occurrence of a change of control triggering event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and the third party repurchases all applicable notes properly tendered and not withdrawn under its offer.

We will comply with the requirements of Rule 14e-1 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations applicable to the repurchase of the notes. To the extent that the provisions of any such securities laws or regulations conflict with the change of control offer provisions of the notes, we will comply with those securities laws and regulations and will not be deemed to have breached our obligations under the change of control offer provisions of the notes by virtue of any such conflict.

If a change of control offer is made, there can be no assurance that we will have available funds sufficient to make the change of control payment for all of the notes that may be tendered for repurchase. See “Risk Factors—Risks Related to the Exchange Notes—The Issuer may not have the ability to raise the funds necessary to finance the offer to repurchase the exchange notes upon a change of control triggering event.”

For purposes of the change of control offer provisions of the notes, the following terms will be applicable:

“Change of control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than us or one of our subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our (or our Affiliate Transferee’s) voting stock or other voting stock into which our (or our Affiliate Transferee’s) voting stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; or (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of our (or our Affiliate Transferee’s) assets and the assets of our (or our Affiliate Transferee’s) subsidiaries, taken as a whole, to one or more “persons” (as that term is defined in the Indenture), other than us or one of our (or our Affiliate Transferee’s) subsidiaries. Notwithstanding the foregoing, a transaction referenced in clause (1) of this definition

 

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will not be deemed to be a change of control if (i) we become a direct or indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of our voting stock immediately prior to that transaction or (B) immediately following that transaction no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company. Notwithstanding the foregoing, a transaction referenced in clause (2) of this definition will not be deemed a change of control if (i) we become a direct or indirect wholly-owned subsidiary of a holding company, (ii) the transferee of all or substantially all of our assets and the assets of our subsidiaries, taken as a whole, is also a direct or indirect wholly-owned subsidiary of such holding company (such transferee, our “Affiliate Transferee”), (iii) such holding company provides a full and unconditional guarantee of the notes and (iv)(A) the direct or indirect holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of our voting stock immediately prior to that transaction or (B) immediately following that transaction no “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company.

“Change of control triggering event” means the occurrence of both a change of control and a rating event.

“Investment grade rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies.

“Moody’s” means Moody’s Investors Service, Inc., and any successor to its ratings agency business.

“Rating agencies” means (1) each of Moody’s and S&P, and (2) if either Moody’s or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act selected by us (as certified by a resolution of our board of directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

“Rating event” means the rating on such series of notes is lowered by each of the rating agencies and such series of notes is rated below an investment grade rating by each of the rating agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of such series of notes is under publicly announced consideration for a possible downgrade by any of the rating agencies) after the earlier of (1) the occurrence of a change of control and (2) public notice of our intention to effect a change of control, provided, however, that a rating event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular change of control (and thus will not be deemed a rating event for purposes of the definition of change of control triggering event) if each rating agency making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the trustee in writing at our or its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable change of control (whether or not the applicable change of control has occurred at the time of the rating event).

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and any successor to its ratings agency business.

“Voting stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act), as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

The definition of change of control includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition, in one or a series of related transactions, of “all or substantially all” of our assets

 

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and the assets of our subsidiaries, taken as a whole. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of such phrase under applicable law. Accordingly, the ability of a holder of the notes to require us to repurchase that holder’s notes as a result of the sale, transfer, conveyance or other disposition of less than all of our assets and the assets of our subsidiaries, taken as a whole, to one or more persons may be uncertain.

Covenants

Limitations on Liens

The Indenture provides that we will not and we will not permit any Restricted Subsidiary to create, incur, issue, assume or guarantee any Debt secured by a Lien upon or with respect to any Principal Property or on the capital stock of any Restricted Subsidiary unless:

 

  •   we provide that the notes will be secured by such Lien equally and ratably with such other Debt; or

 

  •   the aggregate amount of:

 

  •   all of such secured Debt,

 

  •   together with all Attributable Debt in respect of Sale and Lease-Back Transactions existing at such time, with the exception of transactions which are not subject to the limitation described in “—Limitations on Sale and Lease-Back Transactions,”

does not exceed 15% of our Consolidated Net Tangible Assets.

This limitation does not apply to any Debt secured by:

 

  •   any Lien existing on the date of the Indenture;

 

  •   any Lien in our favor or in favor of any Restricted Subsidiary;

 

  •   any Lien existing on any asset of any entity at the time such entity becomes a Restricted Subsidiary or at the time such entity is merged or consolidated with or into us or a Restricted Subsidiary, as long as such Lien does not attach to any of our or our Restricted Subsidiaries’ other assets;

 

  •   any Lien on any asset which exists at the time of the acquisition of the asset;

 

  •   any Lien on any asset or improvement to an asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring or improving such asset, if such Lien attaches to such asset concurrently with or within 180 days after its acquisition or improvement and the principal amount of the Debt secured by any such Lien, together with all other Debt secured by a Lien on such property, does not exceed the purchase price of such property or the cost of such improvement;

 

  •   any Lien incurred in connection with pollution control, industrial revenue or any similar financing;

 

  •   Liens imposed by law for taxes, fees, assessments or other governmental charges that are not delinquent or for which (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and the Issuer or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles or (b) the failure to make payment pending such contest could not reasonably be expected to result in a material adverse effect on the business, operations, affairs, financial condition, assets or properties of the Issuer and its Subsidiaries taken as a whole (such, a “Material Adverse Effect”);

 

  •   any (i) minor survey exceptions, minor encumbrances, minor title defects or irregularities, easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business and (ii) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business, that in each case do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Issuer or any Restricted Subsidiary;

 

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  •   any Liens, pledges or deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security and similar laws or regulations;

 

  •   any Lien on any Debt of any joint ventures;

 

  •   judgment Liens in respect of judgments for the payment of money aggregating to less than the greater of $75,000,000 and 3% of Consolidated Net Tangible Assets;

 

  •   carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens, or property securing payment for services rendered in respect of such property, in each case that are imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or for which (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Issuer or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect;

 

  •   any Liens or deposits incurred to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

 

  •   statutory and contractual Liens in favor of landlords on real property leased by the Issuer or any Restricted Subsidiary, provided that the Issuer or such Restricted Subsidiary is current with respect to payment of all rent and other amounts due to such landlord under any lease of such real property, except where the failure to be current in payment would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect; or

 

  •   any extension, renewal, substitution or replacement of any of the Liens not restricted under “—Limitations on Liens” if the principal amount of the Debt secured thereby is not increased and is not secured by any additional assets.

Limitations on Sale and Lease-Back Transactions

The Indenture provides that neither we nor any Restricted Subsidiary may enter into any Sale and Lease-Back Transaction. Such limitation does not apply to any Sale and Lease-Back Transaction if:

 

  •   we or such Restricted Subsidiary would be entitled to incur Debt secured by a Lien on the property to be leased as described under “—Limitations on Liens”;

 

  •   such Sale and Lease-Back Transaction involves the taking back of a lease for a period of less than three years; or

 

  •   within 180 days of the effective date of any such Sale and Lease-Back Transaction, we apply an amount equal to the greater of the net proceeds of the transaction and the fair market value of the property so leased to the retirement of Funded Debt, other than Funded Debt we were otherwise obligated to repay within such 180-day period, or to the acquisition of or investment in one or more Principal Properties.

Future Guarantors

Until the occurrence of the Guarantor Release Date, the Issuer will not permit any of its subsidiaries, other than a Guarantor, to incur or guarantee the payment of any indebtedness under the Permanent Credit Facilities unless:

 

  (1) such subsidiary within 60 days executes and delivers a supplemental indenture to the Indenture providing for a guarantee of the notes by such subsidiary; and

 

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  (2) such subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against the Issuer as a result of any payment by such subsidiary under its guarantee of the notes.

The Issuer may elect, in its sole discretion, to cause any subsidiary that is not otherwise required to be a Guarantor to become a Guarantor. In addition, substantially concurrently with the delivery of the same to the Administrative Agent under the Permanent Credit Facilities, each Guarantor shall deliver to the Trustee a favorable Opinion of Counsel to such Guarantor and such other customary documentation as the Trustee may reasonably request.

Merger, Consolidation and Sale of Assets

The Indenture provides that we may consolidate or merge with or into any other corporation, limited liability company, limited partnership or other legal entity and we may sell, lease or convey all or substantially all of our assets to a legal entity organized and existing under the laws of the United States, any country in the European Union, the United Kingdom, Canada, Israel, Switzerland or any U.S. state, provided that the surviving entity (if other than us) formed by or resulting from any such consolidation or merger or which shall have received such assets shall assume, pursuant to a supplemental indenture, all of our obligations under the Indenture, the notes and the registration rights agreement, and the Issuer shall deliver an opinion of counsel to the trustee confirming that, subject to customary assumptions and exclusions, such assumption shall not cause holders of the notes to recognize income, gain or loss for U.S. federal income tax purposes with respect to their ownership of the notes solely as a result of such assumption.

Financial Reports

For so long as any of the notes remain outstanding and have not become freely tradeable without restrictions by non-affiliates of the Issuer pursuant to Rule 144 under the Securities Act or exchanged for notes registered under the Securities Act pursuant to the registration rights agreement, the Issuer will furnish to the holders of the notes and prospective investors, upon their request, with a copy to the trustee the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the same is available on the SEC’s Electronic Data Gathering, Analysis and Retrieval System (or successor system). The Issuer will make the above information and reports available to securities analysts and prospective investors upon request.

Events of Default, Waiver and Notice

With respect to the notes of any series, an event of default with respect to the notes of such series is defined in the Indenture as being:

 

  1. default in payment of any interest on or any additional amounts payable in respect of the notes of such series which remains uncured for a period of 30 days;

 

  2. default in payment of principal (and premium, if any) on the notes of such series when due either at maturity, upon redemption, by declaration or otherwise;

 

  3. default in the payment of the purchase price of any notes of such series we are required to purchase as described under “Offer to Purchase Upon Change of Control Triggering Event”;

 

  4. our default in the performance or breach of any other covenant or warranty in respect of the notes of such series in the Indenture which shall not have been remedied for a period of 90 days after notice; and

 

  5. the taking of certain actions by us or a court relating to our bankruptcy, insolvency or reorganization.

Whether an event of default (other than an event of default specified in clause (5) above) has occurred will be determined on a series-by-series basis.

 

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With respect to the notes of any series, the Indenture requires the trustee to give the holders of the notes of such series notice of a default known to it within 90 days unless the default is cured or waived. However, the Indenture will provide that the trustee may withhold notice to the holders of the notes of such series of any default with respect to the notes of such series (except in payment of principal of, or interest on, the notes of such series) if the trustee in good faith determines that it is in the interest of the holders of the notes of such series to do so.

With respect to the notes of any series, the Indenture also provides that if an event of default (other than an event of default specified in clause (5) above) shall have occurred and be continuing, either the trustee or the holders of not less than 25% in principal amount of the outstanding notes of such series then may declare the principal amount of all the notes of such series and interest accrued thereon, to be due and payable immediately.

With respect to the notes of any series, upon certain conditions such declarations may be annulled and past defaults may be waived (except a continuing default in payment of principal of, or premium or interest on, the notes of such series) by the holders of a majority in principal amount of the outstanding notes of such series.

If an event of default under the Indenture specified in clause (5) above shall have occurred and is continuing, then the principal amount of all the outstanding notes will automatically become due and payable immediately without any declaration or other act on the part of the trustee or any holder.

With respect to the notes of any series, the holders of a majority in principal amount of the outstanding notes of such series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the notes of such series provided that such direction shall not be in conflict with any rule of law or the Indenture, shall not involve the trustee in any personal liability, and shall not be unduly prejudicial to the holders not taking part in such direction. If an event of default occurs and is continuing with respect to the notes of any series, then the trustee may in its discretion (and subject to the rights of the holders to direct remedies as described above) bring such judicial proceedings as the trustee shall deem necessary to protect and enforce the rights of the holders of the notes of such series under the Indenture.

With respect to the notes of any series, the Indenture provides that no holder of the notes of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture for the appointment of a receiver or trustee for any other remedy thereunder unless:

 

  •   that holder has previously given the trustee written notice of a continuing event of default;

 

  •   the holders of not less than 25% in principal amount of the outstanding notes of such series have made written request to the trustee to institute proceedings in respect of that event of default with respect to the notes of such series and have offered the trustee security or indemnity satisfactory to the trustee against costs, expenses and liabilities incurred in complying with such request; and

 

  •   for 60 days after receipt of such notice, request and offer of security or indemnity, the trustee has failed to institute any such proceeding and no direction inconsistent with such request has been given to the trustee during such 60-day period by the holders of a majority in principal amount of the outstanding notes of such series.

Furthermore, no holder will be entitled to institute any such action if and to the extent that such action would disturb or prejudice the rights of other holders.

However, each holder has an absolute and unconditional right to receive payment when due and to bring a suit to enforce that right. We are required to furnish to the trustee under the Indenture annually a statement as to performance or fulfillment of our obligations under the Indenture and as to any default in such performance or fulfillment.

 

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Modification, Amendment and Waiver

Together with the trustee, we may, when authorized by our board of directors, modify the Indenture with respect to the notes of any series without the consent of the holders of the notes of such series for limited purposes, including, but not limited to, adding to our covenants or events of default, curing ambiguities or correcting any defective provisions with respect to the notes of such series.

Except as described in the prior sentence, the Indenture provides that we and the trustee may modify and amend the Indenture with respect to the notes of any series with the consent of the holders of a majority in principal amount of the outstanding notes of such series affected by the modification or amendment, provided that no such modification or amendment may, without the consent of the holder of each outstanding note of such series affected by the modification or amendment:

 

  •   change the stated maturity of the principal of, or any installment of interest on or any additional amounts payable with respect to, the notes of such series or change the redemption price;

 

  •   reduce the principal amount of, or interest on, the notes of such series or reduce the amount of principal which could be declared due and payable prior to the stated maturity;

 

  •   impair the right to enforce any payment on or after the stated maturity or redemption date;

 

  •   change the place or currency of any payment of principal or interest on the notes of such series;

 

  •   reduce the percentage in principal amount of the outstanding notes of such series, the consent of whose holders is required to modify or amend the Indenture;

 

  •   reduce the percentage of outstanding notes of such series necessary to waive any past default to less than a majority;

 

  •   modify the provisions in the Indenture relating to adding provisions or changing or eliminating provisions of the Indenture or modifying rights of holders of notes of such series to waive defaults under the Indenture; or

 

  •   adversely affect the right to repayment of the notes of such series at the option of the holders.

Except with respect to certain fundamental provisions, the holders of at least a majority in principal amount of outstanding notes of such series of a series may waive past defaults under the Indenture with respect to the notes of such series.

Satisfaction and Discharge

We may be discharged from our obligations under the Indenture when all of the notes not previously delivered to the trustee for cancellation have either matured or will mature or be redeemed within one year and we deposit with the trustee enough cash or U.S. government obligations to pay all the principal, interest and any premium due to the stated maturity date or redemption date of such notes. Such discharge is subject to terms contained in the Indenture.

Defeasance

With respect to the notes of any series, the term defeasance means the discharge of some or all of our obligations under the Indenture with respect to the notes of such series. If we deposit with the trustee funds or U.S. government securities, or a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent accountants, to make payments on the notes of such series on the dates those payments are due and payable, then, at our option, either of the following will occur:

 

  •   we will be discharged from our obligations with respect to the notes of such series (“legal defeasance”); or

 

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  •   we will no longer have any obligation to comply with the restrictive covenants under the Indenture, and the related events of default will no longer apply to us (“covenant defeasance”) with respect to the notes of such series.

If we defease the notes of any series, the holders of the notes of such series will not be entitled to the benefits of the Indenture, except for our obligation to register the transfer or exchange of the notes of such series, replace stolen, lost or mutilated notes of such series or maintain paying agencies and hold moneys for payment in trust. In the case of covenant defeasance, our obligation to pay principal, premium and interest on the notes of such series will also survive. We will be required to deliver to the trustee an opinion of counsel confirming that, subject to customary assumptions and exclusions, the deposit and related defeasance would not cause the holders of the notes of such series to recognize income, gain or loss for federal income tax purposes. If we elect legal defeasance, that opinion of counsel must be based upon a ruling from the United States Internal Revenue Service or a change in law to that effect.

Consent to Creation of Distributable Reserves

The Indenture provides that each holder of a note by its acceptance thereof irrevocably consents, to the fullest extent permitted by applicable law, to the creation of distributable reserves by reducing some or all of the share premium of the Issuer resulting from the issuance of ordinary shares of the Issuer in connection with the scheme of arrangement pursuant to which the acquisition of Elan and Perrigo Company was consummated.

Governing Law; Jury Trial Waiver

The Indenture is governed by, and construed in accordance with, the laws of the State of New York. The Indenture provides that the Issuer, the trustee, and each holder of a note by its acceptance thereof, irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the Indenture, the notes or any transaction contemplated thereby.

Submission to Jurisdiction; Waiver of Immunity

In connection with any legal action or proceeding arising out of or relating to the notes or the Indenture, we agreed in the Indenture:

 

  •   to submit to the jurisdiction of any U.S. federal or New York state court sitting in the City of New York, and any appellate court thereof;

 

  •   that all claims in respect of such legal action or proceeding may be heard and determined in such U.S. federal or state court in the City of New York and waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding and any right of jurisdiction in such action or proceeding on account of our place of residence or domicile; and

 

  •   to appoint Corporation Service Company, with an office at 1180 Avenue of the Americas, Suite 210, New York, New York 10036, as process agent.

The process agent will receive, on our behalf, service of copies of the summons and complaint and any other process which may be served in any such legal action or proceeding brought in such U.S. federal or New York state court sitting in the City of New York. Service may be made by mailing or delivering a copy of such process to us, as the case may be, at the address specified above for the process agent.

A final judgment in any of the above legal actions or proceedings will be conclusive and may be enforced in other jurisdictions, in each case, to the extent permitted under the applicable laws of such jurisdiction.

In addition to the foregoing, the holders may serve legal process in any other manner permitted by applicable law. The above provisions do not limit the right of any holder to bring any action or proceeding against us or our properties in other courts where jurisdiction is independently established.

 

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To the extent that we have or hereafter may acquire or have attributed to us any sovereign or other immunity under any law, we will agree in the Indenture to waive, to the fullest extent permitted by law, such immunity from jurisdiction or to service of process in respect of any legal suit, action or proceeding arising out of or relating to the indenture or the notes.

Currency Indemnity

The U.S. dollar is the sole currency of account and payment for all sums payable by us under or in connection with the notes, including damages. If, for the purposes of obtaining judgment in any court in any jurisdiction in connection with the notes, it becomes necessary to convert into a particular currency the amount due under or in connection with the notes, then conversion shall be made at the rate of exchange prevailing on the day the decision became enforceable (or if such day is not a business day, the next preceding business day) at the place where it was rendered. Our obligations under or in connection with the notes will be discharged only to the extent that the relevant holder is able to purchase in the London foreign exchange markets in accordance with normal banking procedures, on the date of the relevant receipt or recovery by it (or, if it is not practicable to make such purchase on such date, on the first date on which it is practicable to do so), U.S. dollars in the amount originally due to it (whether pursuant to any judgment or otherwise) with any other currency paid to that holder. If the holder cannot purchase U.S. dollars in the amount originally to be paid, we will indemnify the holder for any resulting loss or damage sustained by it and pay the difference. The holder, however, will agree that, if the amount of U.S. dollars purchased exceeds the amount originally to be paid to such holder, the holder will reimburse the excess to us. The holder will not be obligated to make this reimbursement if we are in default of our obligations under the notes. The indemnity undertaken by us in favor of the holders as described above will constitute an obligation separate and independent from the other obligations contained in the Indenture, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver granted by the holder of any Note or the trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under or in connection with the Notes or under any judgment or order.

Trustee

Wells Fargo Bank, National Association serves as trustee, paying agent, and security registrar under the Indenture.

We maintain banking relationships in the ordinary course of business with the trustee and its affiliates.

Definitions

“Attributable Debt” means the present value, determined as set forth in the Indenture, of the obligation of a lessee for rental payments for the remaining term of any lease.

“Consolidated Net Tangible Assets” means the total amount of our assets (less applicable reserves and other properly deductible items) after deducting (i) all current liabilities (excluding liabilities that are extendable or renewable at the option of the obligor to a date more than 12 months after the date as of which the amount is being determined, and excluding short term debt and the current portion of long term debt) and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangible assets, all as set forth on our most recent consolidated balance sheet and determined on a consolidated basis in accordance with generally accepted accounting principles. Notwithstanding the foregoing, for purposes of calculating Consolidated Net Tangible Assets, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP that have been made by the Issuer or any of its subsidiaries subsequent to the date of the most recent consolidated balance sheet of the Issuer and on or prior to or simultaneously with the applicable date of calculation shall be calculated on a pro forma basis assuming that all such acquisitions, dispositions, mergers, consolidations and disposed operations had occurred on the date of such most recent

 

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consolidated balance sheet but shall not be required to give effect to any acquisition, disposition, merger, consolidation and disposed operation, or related series of acquisitions, dispositions, mergers, consolidations and disposed operations in the ordinary course of business or that individually or in the aggregate do not exceed $50,000,000 per transaction.

“Debt” of any Person means, without duplication, (a) any notes, bonds, debentures or similar evidences of indebtedness for money borrowed and (b) any guarantees thereof.

“Equity Interests” means the shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

“Funded Debt” means all Debt which (i) has a final maturity, or a maturity renewable or extendable at the option of the issuer, more than one year after the date as of which Funded Debt is to be determined and (ii) ranks at least equally with the notes.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, that are in effect from time to time, it being understood that, for purposes of the Indenture, all references to codified accounting standards specifically named in the Indenture shall be deemed to include any successor, replacement, amended or updated accounting standard under GAAP. At any time after the Issue Date, the Issuer may elect, for all purposes of the Indenture, to apply IFRS accounting principles (or any successor, replacement, amended or updated accounting principles to IFRS that are then in effect in the Issuer’s jurisdiction of organization) in lieu of GAAP, and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS as in effect from time to time (or such successor, replacement, amended or updated accounting principles); provided that (1) from and after such election, all financial statements and reports required to be provided pursuant to the Indenture (and all financial statements and reports required to be filed with the Securities and Exchange Commission or that are otherwise provided to shareholders) shall be prepared on the basis of IFRS (or such successor, replacement, amended or updated accounting principles), (2) from and after such election, all ratios, computations and other determinations based on GAAP contained in the Indenture shall be computed in conformity with IFRS (or such successor, replacement, amended or updated accounting principles) with retroactive effect being given thereto assuming that such election had been made on the issue date of the notes and (3) all accounting terms and references in the Indenture to accounting standards shall be deemed to be references to the most comparable terms or standards under IFRS (or such successor, replacement, amended or updated accounting principles). The Issuer shall give notice of any such election made in accordance with this definition to the Trustee and the Holders of Notes promptly after having made such election (and in any event, within 15 days thereof).

“Lien” means any mortgage, pledge, security interest or other lien or encumbrance.

“Permanent Credit Facilities” means (i) the term loan credit facility and other credit facilities under that certain credit agreement, dated September 6, 2013, among the Issuer, the lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent, HSBC Bank USA, N.A., as Syndication Agent, and the other agents party thereto from time to time and (ii) the revolving credit facility and other credit facilities under that certain revolving credit agreement, dated September 6, 2013, among the Issuer, the lenders from time to time party thereto, Barclays Bank PLC, as Administrative Agent, HSBC Bank USA, N.A., as Syndication Agent, and the other agents party thereto from time to time, and, in each case, any amendments, supplements, modifications, extensions, renewals, restatements, refundings, refinancings or replacements thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof or adds subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders.

 

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“Principal Property” means, as of any date, any building structure or other facility together with the underlying land and its fixtures, used primarily for manufacturing, processing, research, warehousing, distribution or production and owned or leased or to be owned or leased by us or any Restricted Subsidiary, and in each case the gross book value of which as of such date exceeds 1.5% of our Consolidated Net Tangible Assets measured as of the end of the most recent quarter for which financial statements are available, other than any such land, building, structure or other facility or portion thereof which, in the opinion of our board of directors, is not of material importance to the business conducted by us and our subsidiaries, considered as one enterprise.

“Restricted Subsidiary” means any subsidiary organized in the United States or an entity which could secure the Notes offered hereby with Principal Property without there being adverse tax consequences to the Issuer or its subsidiaries.

“Sale and Lease-Back Transactions” means any arrangement with any person providing for the leasing by us or a Restricted Subsidiary of any Principal Property that we or such Restricted Subsidiaries have sold or transferred or are about to sell or transfer to such person. However, the definition does not include transactions between us and a Restricted Subsidiary.

“Subsidiary” or “subsidiary” means any corporation or other entity of which securities or other ownership interest having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Issuer (or if such term is used with reference to any other Person, by such other Person).

 

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DESCRIPTION OF OTHER INDEBTEDNESS

Bank Loan Facilities

On September 6, 2013, the Company entered into a $1.0 billion Term Loan Agreement (the “Term Loan”) and a $600.0 million Revolving Credit Agreement (the “Revolver”) with Barclays Bank PLC as Administration Agent, HSBC Bank USA, N.A. as Syndication Agent, Bank of America, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A. as Documentation Agents and certain other participant banks (together, the “Permanent Credit Agreements”). The Term Loan consists of a $300.0 million tranche maturing December 18, 2015 and a $700.0 million tranche maturing December 18, 2018. Both tranches were drawn in full on December 18, 2013. As of June 28, 2014 the Company has paid $70 million on the $700.0 million tranche. No drawings were outstanding under the Revolver as of June 28, 2014. Obligations of the Company under the Permanent Credit Facilities are guaranteed by Perrigo Company, certain U.S. subsidiaries of Perrigo Company, Elan, and certain Irish subsidiaries of Elan. Amounts outstanding under each of the Permanent Credit Agreements will bear interest at the Company’s option (a) at the alternative base rate or (b) the eurodollar rate plus, in either case, applicable margins as set forth in the Permanent Credit Agreements.

 

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material United States federal income tax consequences relating to the exchange of initial notes for exchange notes in the exchange offer. This summary is based on United States federal income tax law, including the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, administrative rulings and judicial authority, all as in effect or in existence as of the date of this prospectus. Subsequent developments in United States federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the United States federal income tax consequences of the exchange of initial notes for exchange notes in the exchange offer. We have not sought and will not seek any rulings from the Internal Revenue Service (the “IRS”) with respect to the matters summarized below, and there can be no assurance that the IRS will not take a different position concerning the tax consequences of the exchange of initial notes for exchange notes in the exchange offer or that any such position would not be sustained.

This summary does not discuss all of the aspects of United States federal income taxation that may be relevant to you in light of your particular investment or other circumstances, or to holders subject to special provisions of United States federal tax law (such as dealers in securities or currencies, traders in securities, persons holding notes as part of a conversion, constructive sale, wash sale or other integrated transaction or a hedge, straddle or synthetic security, persons subject to the alternative minimum tax, United States expatriates, financial institutions, insurance companies, controlled foreign corporations and passive foreign investment companies, and shareholders of such corporations, regulated investment companies, real estate investment trusts, entities that are tax-exempt for United States federal income tax purposes and retirement plans, individual retirement accounts and tax-deferred accounts and pass-through entities, including entities and arrangements classified as partnerships for United States federal tax purposes, and beneficial owners of pass-through entities). This summary applies only to a beneficial owner of a note who holds the note as a capital asset within the meaning of the Code (generally, property held for investment). This summary does not discuss any state, local or non-U.S. income or other tax consequences.

The exchange of initial notes for exchange notes in the exchange offer will not be a taxable event for United States federal income tax purposes. Your tax basis in your exchange notes immediately after the exchange will be the same as your tax basis in your initial notes immediately before the exchange, and your holding period in your exchange notes will include your holding period for your initial notes exchanged therefor.

Before you exchange initial notes for exchange notes in the exchange offer, you should consult your own tax advisor regarding the particular United States federal, state, local and non-U.S. tax consequences of the exchange that may be applicable to you.

 

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for initial notes where such initial notes were acquired as a result of market-making activities or other trading activities. We have agreed that we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale until the earlier of 180 days after the closing of this exchange offer or the date on which each such broker-dealer has resold all exchange notes acquired by it in this exchange offer.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to this exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Until the earlier of 180 days after the closing of this exchange offer or the date on which each such broker-dealer has resold all exchange notes acquired by it in this exchange offer, we will promptly send additional copies of this prospecuts and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. Pursuant to the registration rights agreement, we have agreed to pay all expenses incident to this exchange offer (including the expenses of one counsel for the holders of the notes) other than dealers’ and brokers’ discounts and commissions and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

 

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BOOK-ENTRY, DELIVERY AND FORM

The certificates representing the notes will be issued in the form of one or more fully registered global notes without coupons (the “Global Note”) and will be deposited with, or with the trustee as custodian on behalf of, The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as the nominee of DTC.

Investors may elect to hold their interests in the Global Note through any of DTC, Clearstream Banking, société anonyme, or Euroclear Bank S.A./N.V., as operator of the Euroclear System. Except in limited circumstances, the notes will not be issuable in definitive form. Unless and until they are exchanged in whole or in part for the individual notes represented thereby, any interests in the Global Note may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee of DTC to a successor depository or any nominee of such successor.

DTC has advised us that DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the Securities and Exchange Commission.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

Same-Day Settlement and Payment

All payments of principal and interest in respect of notes in book-entry form will be made by us in immediately available funds to the accounts specified by DTC.

Secondary trading in long-term notes and debentures of corporate issuers is generally settled in clearing houses or next-day funds. In contrast, the notes will trade in DTC’s Same-Day Funds Settlement System until maturity, or earlier redemption or repayment, or until the notes are issued in certificated form, and secondary market trading activity in the notes will therefore be required by DTC to settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the notes.

Notices

Any notices required to be given to the holders of the notes will be given to DTC.

 

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LEGAL MATTERS

The validity of the exchange notes offered hereby and the guarantees thereof will be passed upon for us by Fried, Frank, Harris, Shriver & Jacobson LLP, New York, New York. Certain matters with respect to Irish law will be passed upon for us by Dillon Eustace. Certain matters with respect to Michigan law will be passed upon for us by Warner, Norcross & Judd LLP. Certain matters with respect to Colorado law, Florida law, Nevada law, Tennessee law and Texas law will be passed upon for us by Todd W. Kingma, our Executive Vice President and General Counsel.

 

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EXPERTS

The consolidated financial statements of Perrigo Company plc appearing in Perrigo Company plc’s Annual Report (Form 10-K) for the year ended June 28, 2014 (including schedules appearing therein) and the effectiveness of Perrigo Company, plc’s internal control over financial reporting as of June 28, 2014 (excluding the internal control over financial reporting of Elan Corporation, plc), have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, which as to the report on the effectiveness of internal controls over financial reporting contains an explanatory paragraph describing the above referenced exclusion of Elan Corporation, plc from the scope of such firm’s audit of internal control over financial reporting, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements and financial statement schedule of Elan Corporation, plc as of December 31, 2012 and 2011, and for each of the years in the three-year period ended December 31, 2012, have been incorporated by reference herein, in reliance upon the report of KPMG, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

 

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can review the registration statement, as well as our future SEC filings, by accessing the SEC’s Internet site at http://www.sec.gov. You may also retrieve our SEC filings at our Internet website at http://www.perrigo.com. The information contained on our website is not a part of this prospectus.

 

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes. This prospectus, which is a part of the registration statement, omits certain information included in the registration statement and its exhibits. We are “incorporating by reference” into this prospectus certain information that we have filed with the SEC, which means that we are disclosing important information to you by referring you to other documents separately filed with the SEC. This prospectus incorporates by reference the documents listed below and any future filings made by us with the SEC under the Exchange Act on or after the date of this prospectus and prior to termination of this exchange offer which specifically provide that they are incorporated by reference into this prospectus.

The following documents, which have been filed with the SEC, are hereby incorporated by reference into this prospectus:

 

  •   Annual Report on Form 10-K of Perrigo Company plc for the fiscal year ended June 28, 2014 filed on August 14, 2014; and

 

  •   Current Report on Form 8-K of Perrigo Company plc filed on August 15, 2014

We also incorporate by reference into this prospectus any future filing made by Perrigo Company plc with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than those made pursuant to Item 2.02 or Item 7.01 of Form 8-K or any other information “furnished” to the SEC, unless specifically stated otherwise) after the date of this prospectus and before the end of the offering of the securities pursuant to this prospectus or the offering is otherwise terminated.

We encourage you to read the periodic and current reports of Perrigo Company plc, as they provide additional information about us that prudent investors find important. You may request a copy of these filings without charge by writing or telephoning us at the following address:

Perrigo Company plc

Treasury Building

Lower Grand Canal Street

Dublin 2

Ireland

+353-1-7094002

To ensure timely delivery, please make your request as soon as practicable and, in any event, no later than                     , 2014, which is five business days prior to the expiration of the exchange offer.

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 20. Indemnification of Directors and Officers.

Subject to the provisions of and so far as may be admitted by the Companies Acts 1963 – 2012 (the “Companies Acts”), every director and the secretary of Perrigo Company plc shall be entitled to be indemnified by Perrigo Company plc against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of Perrigo Company plc and in which judgment is given in his favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the court.

In addition, as far as is permissible under the Companies Acts, Perrigo Company plc shall indemnify any current or former executive officer of Perrigo Company plc (excluding any present or former directors of Perrigo Company plc or secretary of Perrigo Company plc), or any person who is serving or has served at the request of Perrigo Company plc as a director or executive officer of another company, joint venture, trust or other enterprise, including any Perrigo Company plc subsidiary (each individually, a “Covered Person”), against any expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which he or she was, is, or is threatened to be made a party, or is otherwise involved (a “proceeding”), by reason of the fact that he or she is or was a Covered Person; provided, however, that this provision shall not indemnify any Covered Person against any liability arising out of (a) any fraud or dishonesty in the performance of such Covered Person’s duty to Perrigo Company plc, or (b) such Covered Party’s conscious, intentional or wilful breach of the obligation to act honestly and in good faith with a view to the best interests of Perrigo Company plc.

The foregoing summaries are qualified in their entirety to the terms and provisions of such arrangements.

 

Item 21. Exhibits and Financial Statement Schedules.

 

  (a) Exhibits

See the Exhibit Index immediately following the signature pages included in this Registration Statement.

 

  (b) Financial Statement Schedules

We have omitted financial statement schedules because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or the notes to the consolidated financial statements.

 

Item 22. Undertakings.

 

  (a) The undersigned registrant hereby undertakes:

 

  (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  (A) to include any prospectus required by Section 10(a)(3) of the Securities Act;

 

  (B)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth

 

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  in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in effective registration statement; and

 

  (C) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

  (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (3) to remove registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  (A) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

  (B) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

  (C) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

  (D) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

  (b) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), (ii) or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

 

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  (c) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dublin, Ireland, on August 15, 2014.

 

  PERRIGO COMPANY PLC
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President, Chief Executive Officer and Chairman

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Perrigo Company plc to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President, Chief Executive Officer and Chairman (Principal Executive Officer)   August 15, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)   August 15, 2014

/s/ Laurie Brlas

Laurie Brlas

    Director   August 15, 2014

/s/ Gary Cohen

Gary Cohen

    Director   August 15, 2014

/s/ Jacqualyn Fouse

Jacqualyn Fouse

    Director   August 15, 2014

/s/ David Gibbons

David Gibbons

    Director   August 15, 2014

 

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Signature

   

Title

  

Date

/s/ Ran Gottfried

Ran Gottfried

    Director   August 15, 2014

/s/ Ellen Hoffing

Ellen Hoffing

    Director   August 15, 2014

/s/ Michael Jandernoa

Michael Jandernoa

    Director   August 15, 2014

/s/ Gary Kunkle, Jr.

Gary Kunkle, Jr.

    Director   August 15, 2014

/s/ Herman Morris, Jr.

Herman Morris, Jr.

    Director   August 15, 2014

/s/ Joseph Papa

Joseph Papa

    Director   August 15, 2014

/s/ Ben-Zion Zilberfarb

Ben-Zion Zilberfarb

    Director   August 15, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dublin, Ireland, on August 15, 2014.

 

  HABSONT
By:    

/s/ Todd Kingma

    Name:   Todd Kingma
    Title:   Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Habsont to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    Principal Executive Officer   August 15, 2014

/s/ Todd Kingma

Todd Kingma

    Director   August 15, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 15, 2014

/s/ Judy Brown

Judy Brown

    Director (Principal Accounting and Financial Officer)   August 15, 2014

/s/ Lorraine Egan

Lorraine Egan

    Director   August 15, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PERRIGO COMPANY
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Perrigo Company to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer)   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer)   August 14, 2014

/s/ Tom Farrington

Tom Farrington

    Director   August 14, 2014

/s/ Todd Kingma

Todd Kingma

    Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  L. PERRIGO COMPANY
By:    

/s/ Joseph Papa

    By:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable L. Perrigo Company to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PBM NUTRITIONALS, LLC
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable PBM Nutritionals, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer)   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer)   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PBM PRODUCTS, LLC
By:    

/s/ Joseph Papa

    By:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable PBM Products, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer)   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer)   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PBM INTERNATIONAL HOLDINGS, LLC
By:    

/s/ Joseph Papa

    By:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable PBM International Holdings, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer)   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer)   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PBM FOODS, LLC
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable PBM Foods, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer)   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer)   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PBM CHINA HOLDINGS, LLC
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable PBM China Holdings, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer)   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer)   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PADDOCK LABORATORIES, LLC
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Paddock Laboratories, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer)   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer)   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PERRIGO NEW YORK, INC.
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Perrigo New York, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer)   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer)   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  SERGEANT’S PET CARE PRODUCTS, INC.
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Sergeant’s Pet Care Products, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  VELCERA, INC.
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Velcera, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  FIDOPHARMBRANDS, LLC
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable FidoPharmBrands, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  FIDOPHARM, INC.
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable FidoPharm, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  MERIDIAN ANIMAL HEALTH, LLC
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President
      Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Meridian Animal Health, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer)   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer)   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PERRIGO COMPANY OF SOUTH CAROLINA, INC.
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Perrigo Company of South Carolina, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PERRIGO INTERNATIONAL, INC.
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Perrigo International, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

II-22

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PERRIGO API USA, INC.
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Perrigo API USA, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ Sharon Kochan

Sharon Kochan

    Director   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PERRIGO DIABETES CARE, LLC
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Perrigo Diabetes Care, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer)   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer)   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PERRIGO PHARMACEUTICALS COMPANY
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Perrigo Pharmaceuticals Company to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PERRIGO FLORIDA, INC.
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Perrigo Florida, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

II-26

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  SPC TRADEMARKS, LLC
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable SPC Trademarks, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer)   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer)   August 14, 2014

 

II-27

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PET LOGIC, L.L.C.
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Pet Logic, L.L.C. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer)   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer)   August 14, 2014

 

II-28

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  LORADOCHEM, INC.
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable LoradoChem, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

II-29

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PERRIGO SOURCING SOLUTIONS, INC.
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Perrigo Sourcing Solutions, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

II-30

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PERRIGO SALES CORPORATION
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Perrigo Sales Corporation to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

II-31

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PERRIGO RESEARCH & DEVELOPMENT COMPANY
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Perrigo Research & Development Company to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

II-32

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  P2C, INC.
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable P2C, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

II-33

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PERRIGO COMPANY OF TENNESSEE INC.
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Perrigo Company of Tennessee Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

II-34

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  COBREK PHARMACEUTICALS, INC.
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Cobrek Pharmaceuticals, Inc. to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer) and Director   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer) and Director   August 14, 2014

/s/ John Hendrickson

John Hendrickson

    Director   August 14, 2014

 

II-35

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PBM HOLDINGS, LLC
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable PBM Holdings, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer)   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer)   August 14, 2014

 

II-36

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Allegan, State of Michigan, on August 14, 2014.

 

  PBM CANADA HOLDINGS, LLC
By:    

/s/ Joseph Papa

    Name:   Joseph Papa
    Title:   President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable PBM Canada Holdings, LLC to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    President (Principal Executive Officer)   August 14, 2014

/s/ Judy Brown

Judy Brown

    Executive Vice President (Principal Accounting and Financial Officer)   August 14, 2014

 

II-37

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dublin, Ireland, on August 14, 2014.

 

  ELAN CORPORATION LIMITED
By:    

/s/ Mary Sheahan

    Name:   Mary Sheahan
    Title:   Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Elan Corporation Limited to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    Principal Executive Officer   August 14, 2014

/s/ Judy Brown

Judy Brown

    Principal Accounting and Financial Officer   August 14, 2014

/s/ Mary Sheahan

Mary Sheahan

    Director   August 14, 2014

/s/ Conrad Mutschler

Conrad Mutschler

    Director   August 14, 2014

/s/ Robert Willis

Robert Willis

    Director   August 14, 2014

/s/ Conor Walshe

Conor Walshe

    Director   August 14, 2014

 

II-38

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dublin, Ireland, on August 14, 2014.

 

  ELAN HOLDINGS LIMITED
By:    

/s/ Mary Sheahan

    Name:   Mary Sheahan
    Title:   Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Elan Holdings Limited to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    Principal Executive Officer   August 14, 2014

/s/ Judy Brown

Judy Brown

    Principal Accounting and Financial Officer   August 14, 2014

/s/ Mary Sheahan

Mary Sheahan

    Director   August 14, 2014

/s/ Conrad Mutschler

Conrad Mutschler

    Director   August 14, 2014

/s/ Robert Willis

Robert Willis

    Director   August 14, 2014

/s/ Conor Walshe

Conor Walshe

    Director   August 14, 2014

 

II-39

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dublin, Ireland, on August 14, 2014.

 

  ELAN PHARMA INTERNATIONAL LIMITED
By:    

/s/ Mary Sheahan

    Name:   Mary Sheahan
    Title:   Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Elan Pharma International Limited to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    Principal Executive Officer   August 14, 2014

/s/ Judy Brown

Judy Brown

    Principal Accounting and Financial Officer   August 14, 2014

/s/ Mary Sheahan

Mary Sheahan

    Director   August 14, 2014

/s/ Conrad Mutschler

Conrad Mutschler

    Director   August 14, 2014

/s/ Robert Willis

Robert Willis

    Director   August 14, 2014

/s/ Conor Walshe

Conor Walshe

    Director   August 14, 2014

 

II-40

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dublin, Ireland, on August 14, 2014.

 

  ELAN REGULATORY HOLDINGS LIMITED
By:    

/s/ Mary Sheahan

    Name:   Mary Sheahan
    Title:   Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Elan Regulatory Holdings Limited to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    Principal Executive Officer   August 14, 2014

/s/ Judy Brown

Judy Brown

    Principal Accounting and Financial Officer   August 14, 2014

/s/ Mary Sheahan

Mary Sheahan

    Director   August 14, 2014

/s/ Conrad Mutschler

Conrad Mutschler

    Director   August 14, 2014

/s/ Robert Willis

Robert Willis

    Director   August 14, 2014

/s/ Conor Walshe

Conor Walshe

    Director   August 14, 2014

 

II-41

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dublin, Ireland, on August 14, 2014.

 

  ELAN SCIENCE FIVE LIMITED
By:    

/s/ Mary Sheahan

    Name:   Mary Sheahan
    Title:   Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Elan Science Five Limited to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

   

Principal Executive Officer

   August 14, 2014

/s/ Judy Brown

Judy Brown

    Principal Accounting and Financial Officer   August 14, 2014

/s/ Mary Sheahan

Mary Sheahan

   

Director

   August 14, 2014

/s/ Conrad Mutschler

Conrad Mutschler

   

Director

   August 14, 2014

/s/ Robert Willis

Robert Willis

   

Director

   August 14, 2014

/s/ Conor Walshe

Conor Walshe

   

Director

   August 14, 2014

 

II-42

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dublin, Ireland, on August 14, 2014.

 

  KEAVY FINANCE LIMITED
By:    

/s/ Mary Sheahan

    Name:   Mary Sheahan
    Title:   Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Keavy Finance Limited to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

   

Principal Executive Officer

   August 14, 2014

/s/ Judy Brown

Judy Brown

    Principal Accounting and Financial Officer   August 14, 2014

/s/ Mary Sheahan

Mary Sheahan

   

Director

   August 14, 2014

/s/ Conrad Mutschler

Conrad Mutschler

   

Director

   August 14, 2014

/s/ Robert Willis

Robert Willis

   

Director

   August 14, 2014

/s/ Conor Walshe

Conor Walshe

   

Director

   August 14, 2014

 

II-43

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dublin, Ireland, on August 14, 2014.

 

  THE INSTITUTE OF BIOPHARMACEUTICS LIMITED
By:    

/s/ Mary Sheahan

    Name:   Mary Sheahan
    Title:   Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph Papa, Judy Brown and Todd Kingma, and each and any of them, his or her true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities listed below and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable The Institute of Biopharmaceutics Limited to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Joseph Papa

Joseph Papa

    Principal Executive Officer   August 14, 2014

/s/ Judy Brown

Judy Brown

    Principal Accounting and Financial Officer   August 14, 2014

/s/ Mary Sheahan

Mary Sheahan

    Director   August 14, 2014

/s/ Conrad Mutschler

Conrad Mutschler

    Director   August 14, 2014

/s/ Robert Willis

Robert Willis

    Director   August 14, 2014

/s/ Conor Walshe

Conor Walshe

    Director   August 14, 2014

 

II-44

Table of Contents

EXHIBIT INDEX

 

Exhibit

Number

   

Description

  2.1    Transaction Agreement, dated as of July 28, 2013, between Perrigo Company, Elan Corporation plc, Leopard Company, Habsont Limited and Perrigo Company plc (incorporated by reference to Exhibit 2.1 of Perrigo Company’s Current Report on Form 8-K filed on July 29, 2013)
  3.1    Certificate of Incorporation of Perrigo Company plc (formerly known as Perrigo Company Limited) (incorporated by reference to Exhibit 4.1 of Perrigo Company plc’s Registration Statement on Form S-8 filed December 19, 2013).
  3.2    Amended and Restated Memorandum and Articles of Association of Perrigo Company plc (formerly known as Perrigo Company Limited) (incorporated by reference to Exhibit 4.2 of Perrigo Company plc’s Registration Statement on Form S-8 filed December 19, 2013).
  3.3    Memorandum and Articles of Association of Habsont
  3.4    Restated Articles of Incorporation of Perrigo Company
  3.5    Amended and Restated Bylaws of Perrigo Company
  3.6    Articles of Incorporation of L. Perrigo Company
  3.7    Amended and Restated Bylaws of L. Perrigo Company
  3.8    Certificate of Formation of PBM Nutritionals, LLC
  3.9    Amended and Restated Limited Liability Company Agreement of PBM Nutritionals, LLC
  3.10    Certificate of Formation of PBM Products, LLC
  3.11    Operating Agreement of PBM Products, LLC
  3.12    Certificate of Formation of PBM International Holdings, LLC
  3.13    Limited Liability Company Agreement of PBM International Holdings, LLC
  3.14    Certificate of Formation of PBM Foods, LLC
  3.15    Limited Liability Company Agreement of PBM Foods, LLC
  3.16    Certificate of Formation of PBM China Holdings, LLC
  3.17    Operating Agreement of PBM China Holdings, LLC
  3.18    Certificate of Formation of Paddock Laboratories, LLC
  3.19    Limited Liability Company Agreement of Paddock Laboratories, LLC
  3.20    Articles of Incorporation of Perrigo New York, Inc.
  3.21    Amended and Restated Bylaws of Perrigo New York, Inc.
  3.22    Articles of Incorporation of Sergeant’s Pet Care Products, Inc.
  3.23    Bylaws of Sergeant’s Pet Care Products, Inc.
  3.24    Articles of Incorporation of Velcera, Inc.
  3.25    Bylaws of Velcera, Inc.
  3.26    Certificate of Formation of FidoPharmBrands, LLC
  3.27    Operating Agreement of FidoPharmBrands, LLC

Table of Contents

Exhibit

Number

   

Description

  3.28    Articles of Incorporation of FidoPharm, Inc.
  3.29    Bylaws of FidoPharm, Inc.
  3.30    Certificate of Formation of Meridian Animal Health, LLC
  3.31    Operating Agreement of Meridian Animal Health, LLC
  3.32    Articles of Incorporation of Perrigo Company of South Carolina, Inc.
  3.33    Amended and Restated Bylaws of Perrigo Company of South Carolina, Inc.
  3.34    Articles of Perrigo International, Inc.
  3.35    Amended and Restated Bylaws of Perrigo International, Inc.
  3.36    Articles of Incorporation of Perrigo API USA, Inc.
  3.37    Bylaws of Perrigo API USA, Inc.
  3.38    Certificate of Formation of Perrigo Diabetes Care, LLC
  3.39    Limited Liability Company Agreement of Perrigo Diabetes Care, LLC
  3.40    Articles of Incorporation of Perrigo Pharmaceuticals Company
  3.41    Amended and Restated Bylaws of Perrigo Pharmaceuticals Company
  3.42    Articles of Incorporation of Perrigo Florida, Inc.
  3.43    Bylaws of Perrigo Florida, Inc.
  3.44    Certificate of Formation of SPC Trademarks, LLC
  3.45    Company Agreement of SPC Trademarks, LLC
  3.46    Certificate of Formation of Pet Logic, L.L.C.
  3.47    Limited Liability Company Agreement of Pet Logic, L.L.C.
  3.48    Articles of Incorporation of LoradoChem, Inc.
  3.49    Bylaws of LoradoChem, Inc.
  3.50    Articles of Incorporation of Perrigo Sourcing Solutions, Inc.
  3.51    Bylaws of Perrigo Sourcing Solutions, Inc.
  3.52    Articles of Incorporation of Perrigo Sales Corporation
  3.53    Amended and Restated Bylaws of Perrigo Sales Corporation
  3.54    Articles of Incorporation of Perrigo Research & Development Company
  3.55    Amended and Restated Bylaws of Perrigo Research & Development Company
  3.56    Articles of Incorporation of P2C, Inc.
  3.57    Bylaws of P2C, Inc.
  3.58    Articles of Charter of Perrigo Company of Tennessee Inc.
  3.59    Amended and Restated Bylaws of Perrigo Company of Tennessee Inc.
  3.60    Articles of Incorporation of Cobrek Pharmaceuticals, Inc.
  3.61    Bylaws of Cobrek Pharmaceuticals, Inc.

Table of Contents

Exhibit

Number

   

Description

  3.62    Certificate of Formation of PBM Holdings, LLC
  3.63    Limited Liability Company Agreement of PBM Holdings, LLC
  3.64    Certificate of Formation of PBM Canada Holdings, LLC
  3.65    Limited Liability Company Agreement of PBM Canada Holdings, LLC
  3.66    Memorandum and Articles of Association of Elan Corporation Limited
  3.67    Memorandum and Articles of Association of Elan Holdings Limited
  3.68    Memorandum and Articles of Association of Elan Pharma International Limited
  3.69    Memorandum and Articles of Association of Elan Regulatory Holdings Limited
  3.70    Memorandum and Articles of Association of Elan Science Five Limited
  3.71    Memorandum and Articles of Association of Keavy Finance Limited
  3.72    Memorandum and Articles of Association of The Institute of Biopharmaceutics Limited
  4.1    Indenture dated as of November 8, 2013, among the Issuer, the guarantors named therein and Wells Fargo Bank, N.A., as Trustee (incorporated by reference to Exhibit 4.1 of Perrigo Company plc’s Current Report on Form 8-K filed on November 12, 2013).
  4.1.1    First Supplemental Indenture, dated December 18, 2013 to the Indenture dated as of November 8, 2013, among the Issuer, the guarantors named therein and Wells Fargo Bank, N.A., as Trustee (incorporated by reference to Exhibit 4.1 of Perrigo Company plc’s Current Report on Form 8-K filed on December 19, 2013).
  4.1.2    Second Supplemental Indenture, dated February 14, 2014 to the Indenture dated as of November 8, 2013 among the Issuer, the guarantors named therein and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of Perrigo Company plc’s Current Report on Form 8-K filed on February 20, 2014).
  4.2    Form of 1.30% Senior Notes due 2016 (included as part of Exhibit 4.1 above)
  4.2.1    Form of 2.30% Senior Notes due 2018 (included as part of Exhibit 4.1 above)
  4.2.2    Form of 4.00% Senior Notes due 2023 (included as part of Exhibit 4.1 above)
  4.2.3    Form of 5.30% Senior Notes due 2043 (included as part of Exhibit 4.1 above)
  4.3    Registration Rights Agreement dated as of November 8, 2013, among the Issuer, the guarantors named therein, Barclays Capital Inc. and HSBC Securities (USA) Inc., acting as representatives of the several initial purchasers named therein (incorporated by reference to Exhibit 4.2 of Perrigo Company plc’s Current Report on Form 8-K filed on November 12, 2013).
  5.1    Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP

Table of Contents

Exhibit

Number

   

Description

  5.2    Opinion of Dillon Eustace
  5.3    Opinion of Warner, Norcross & Judd LLP
  5.4    Opinion of Todd W. Kingma, Executive Vice President, General Counsel and Company Secretary to Perrigo Company plc
12.1    Statement of Computation of Ratio of Earnings to Fixed Charges
23.1    Consent of Ernst & Young, independent registered public accounting firm for Perrigo Company plc
23.2    Consent of KPMG, independent registered public accounting firm for Elan Corporation, plc
23.3    Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in the opinion filed as Exhibit 5.1)
23.4    Consent of Dillon Eustace (included in the opinion filed as Exhibit 5.2)
23.5    Consent of Warner, Norcross & Judd LLP (included in the opinion filed as Exhibit 5.3)
23.6    Consent of Todd W. Kingma, Executive Vice President, General Counsel and Company Secretary to Perrigo Company plc (included in the opinion filed as Exhibit 5.4)
24.1    Powers of Attorney (included on signature pages)
25.1    Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 with respect to the Indenture governing the 1.30% Senior Notes due 2016, 2.30% Senior Notes due 2018, 4.00% Senior Notes due 2023 and 5.30% Senior Notes due 2043.
99.1    Form of Letter of Transmittal
99.2    Form of Notice of Guaranteed Delivery
99.3    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
99.4    Form of Instructions to Registered Holders and DTC Participants
99.5    Form of Letter to Clients
 EX-3.3 2 d772859dex33.htm EX-3.3 EX-3.3

Exhibit 3.3

 

LOGO

COMPANIES ACTS 1963 TO 2012

UNLIMITED COMPANY HAVING A SHARE CAPITAL

 

   MEMORANDUM   

LOGO

   AND   
   ARTICLES OF ASSOCIATION   
   OF   
   HABSONT   

 

 

LOGO

33 Sir John Rogerson’s Quay, Dublin 2, Ireland.

 

1

COMPANIES ACTS 1963 TO 2012

UNLIMITED COMPANY HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

OF

HABSONT

 

1. The name of the Company is Habsont.

 

2. The objects for which the Company is established are:-

 

  2.1 To acquire and hold controlling and other interests in the share or loan capital of any company or companies.

 

  2.2 To carry on the business of an investment holding company in the fields of pharmacy, medicine, chemistry, dentistry, cosmetics and other related or unrelated fields and for that purpose to acquire and hold either in the name of the company or in that of any nominee shares, stocks, debentures, debenture stock, bonds, notes obligations, warrants, options and securities issued or guaranteed by any company wherever incorporated, or issue or guaranteed by any government, public body or authority in any part of the world; and to raise money on such terms and conditions as may be thought desirable for any of the above purposes.

 

  2.3 To carry on business and to act as merchants, financiers, investors (in properties or securities), traders, shipowners, carriers, agents, brokers, commission agents, concessionaires, distributors, importers or exporters and to carry on any other business incidental thereto in Ireland or in any other part of the world and whether alone or jointly with others.

 

  2.4 To import, export, buy, sell, barter, exchange, pledge, make advances on, take on lease or hire or otherwise acquire, alter, treat, work, manufacture, process, dispose of, let on lease, hire or hire purchase, or otherwise trade or deal in and turn to account as may seem desirable goods, articles, equipment, machinery, plant, merchandise and wares of any description and things capable of being used or likely to be required by persons having dealings with the Company for the time being.

 

2

  2.5 To carry on any other business except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

 

  2.6 To purchase take on lease or in exchange, hire or by any other means acquire any freehold, leasehold or other property for any estate or interest whatever, and any rights, privileges or easements over or in respect of any property, and any buildings, offices, factories, mills, works, wharves, roads, railways, tramways, machinery, engines, rolling stock, vehicles, plant, live and dead stock, barges, vessels or things, and any real or personal property or rights whatsoever which may be necessary for, or may be conveniently used with, or may enhance the value of any property of the Company.

 

  2.7 To build, construct, maintain, alter, enlarge, pull down and remove or replace any buildings, offices, factories, mills, works, wharves, roads, railways, dams, tramways, machinery, engines, walls, fences, banks, sluices, or watercourses, and to clear sites for the same, or to join with any person, firm or company in doing any of the things aforesaid, and to work, manage and control the same or join with others in so doing.

 

  2.8 To apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in Ireland or elsewhere, any patents, patent rights, brevets d’invention, licenses, trademarks, designs protections and concessions or other rights which may appear likely to be advantageous or useful to the Company, and to use and turn to account and to manufacture under or grant licenses or privileges in respect of the same, and to expend money in experimenting upon and testing and in improving or seeking to improve any patents, inventions or rights which the Company may acquire or propose to acquire.

 

  2.9 To acquire and undertake the whole or any part of the business, goodwill and assets and liabilities of any person, firm or company carrying on or proposing to carry on any of the business which this Company is authorised to carry on, and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with or enter into partnership or into any arrangement for sharing profits, or for co-operation, or for limiting competition, or for mutual assistance with any such person, firm or company and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.

 

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  2.10 To improve, manage, cultivate, develop, exchange, let on lease or otherwise, mortgage, sell, charge, dispose of, turn to account, grant rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company.

 

  2.11 To invest and deal with the moneys of the Company not immediately required in such shares or upon such securities and in such manner as may from time to time be determined.

 

  2.12 To lend and advance money or give credit to such persons, firms or companies and on such terms as may seem expedient, and in particular to customers of and others having dealings with the Company, and tenants, subcontractors and persons undertaking to build on or improve any property in which the Company is interested, and to give guarantees or become security for any such persons, firms or companies.

 

  2.13 To borrow or raise money in such manner as the Company shall think fit, and in particular by the issue of debentures or debenture stock, bonds, obligations and securities of all kinds (perpetual or otherwise) and either redeemable or otherwise and to secure the repayment of any money borrowed, raised or owing, by mortgage, charge or lien upon the whole or any part of the Company’s property or assets (whether present or future) including its uncalled capital, and also by a similar mortgage, charge or lien to secure and guarantee the performance by the Company of any obligation or liability it may undertake and to purchase, redeem or pay off any such securities.

 

  2.14 To give credit to or to become surety or guarantor for any person or company, and to give all descriptions of guarantees and indemnities and either with or without the Company receiving any consideration to guarantee or otherwise secure (with or without a mortgage or charge on all or any part of the undertaking, property and assets, present and future, and the uncalled capital of the Company) the performance of the obligations and the repayment or payment of the capital or principal of and dividends or interest on any stocks, shares, debentures, debenture stock, notes, bonds or other securities or indebtedness of any person, authority (whether supreme, local, municipal or otherwise) or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by Section 155 of the Companies Act 1963 or any other statutory modification or re-enactment thereof or other subsidiary as defined by the said section of the Company’s holding company or a subsidiary of the Company or otherwise associated with the Company in business.

 

4

  2.15 To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.

 

  2.16 To apply for, promote and obtain any Act of the Oireachtas, Provisional Order or License of the Minister for Industry and Commerce or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may seem expedient, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.

 

  2.17 To enter into any arrangements with any government or authorities (supreme, municipal, local or otherwise) or any companies, firms or persons, that may seem conducive to the attainment of the Company’s objects or any of them, and to obtain from any such government, authority, company, firm or person any charters, contracts, decrees, rights, privileges and concessions which the Company may think desirable, and to carry out, exercise and comply with any such charters, contracts, decrees, rights, privileges and concessions.

 

  2.18 To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in or securities of any other company having objects altogether or in part similar to those of this company or carrying on any business capable of being carried on so as directly or indirectly to benefit this company.

 

  2.19 To act as agents or brokers, and as trustees or as nominee for any person, firm or company, and to undertake and perform subcontracts, and also to act in any of the businesses of the Company through or by means of agents, brokers, subcontractors, trustees or nominees or others.

 

  2.20 To remunerate any person, firm or company rendering services to this Company, either by cash payment or by the allotment to him or them of shares or securities of the Company credited as paid up in full or in part or otherwise as may be thought expedient.

 

  2.21 To adopt such means of making known the Company and its products and services as may seem expedient.

 

  2.22 To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling or guaranteeing the subscription of any shares, debentures, debenture stock or securities of the Company.

 

5

  2.23 To support and subscribe to any charitable or public object, and any institution, society or club which may be for the benefit of the Company or its employees, or may be connected with any town or place where the Company carries on business; to give pensions, gratuities (to include death benefits) or charitable aid to any persons who may have been officers or employees or ex-officers or ex-employees of the Company, or, its predecessors in business, or to the spouses, children or other relatives or dependents of such persons; to make payments towards insurance; and to form and contribute to provident and benefit funds for the benefit of any such person or of their spouses, children or other relatives or dependents.

 

  2.24 To establish, promote or otherwise assist any other company or companies or associations for the purpose of acquiring the whole or any part of the business or property, and undertaking any of the liabilities of this Company, or of undertaking any business or operation which may appear likely to assist or benefit this Company or to enhance the value of any property or business of this Company, and place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid.

 

  2.25 To sell or otherwise dispose of the whole or any part of the business or property of the Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares, debentures or securities of any other company whether or not having objects altogether or in part similar to those of this Company.

 

  2.26 To distribute among the members of the Company in kind any property of the Company, and in particular any shares, debentures or securities of other companies belonging to this Company or of which this Company may have the power of disposing.

 

  2.27 To procure the Company to be registered or recognised in any foreign country or place.

 

  2.28 To engage in currency exchange and interest rate transactions including, but not limited to, dealings in foreign currency, spot and forward rate exchange contracts, futures, options, forward rate agreements, swaps, caps, floors, collars and any other foreign exchange or interest rate hedging arrangements and such other instruments as are similar to, or derived from, any of the foregoing whether for the purpose of making a profit or avoiding a loss or managing a currency or interest rate exposure or any other exposure or for any other purpose.

 

  2.29 To the extent that the same is permitted by law, to give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the Company or the Company’s holding company for the time being (as defined by Section 155 of the Companies Act 1963).

 

6

  2.30 To make payment from the income, profits or reserves of the Company or transfer or gift any assets of the Company with or without the Company receiving any consideration or full consideration or other benefit or at an undervalue, to any person, firm or company, any shareholders, directors, or any company owned or controlled by any one or more directors and/or shareholders of the Company.

 

  2.31 To do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them.

 

  3 The liability of the Members is unlimited.

 

  4 The share capital of the Company is €2,000,000,001 divided into 2,000,000,001 Ordinary Shares of €0.001 each. The capital may be divided into different classes of shares with any preferential, deferred or special rights or privileges attached thereto and from time to time the company’s regulations may be varied so far as may be necessary to give effect to any such preference, restriction or other term.”

 

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WE, the several persons whose names, addresses and descriptions are subscribed, wish to be formed into a Company in pursuance of this Memorandum of Association and we agree to take the number of shares in the capital of the Company set opposite our respective names.

 

Names, Addresses and Descriptions of Subscribers

    No. of Shares taken by each Subscriber  
Sandra O’Neill    Fifty      (50 ) 
Greyfort House      
Sea Road      
Kilcoole,      
Co. Wicklow      

Company Director

      
Anne O’Neill    Fifty      (50 ) 
Mount Vernon      
New Road      
Greystones      
Co Wicklow      
Company Director      
     

 

 

  

No. of Shares Taken

    One Hundred      (100 ) 
     

 

 

  

Dated the 2nd day of May 2013

Witness to the above signatures:

Mark O’Neill

26 Hollypark Avenue

Blackrock,

Co. Dublin

 

8

COMPANIES ACTS 1963 TO 2012

UNLIMITED COMPANY HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

HABSONT

PRELIMINARY

 

1. The Company shall be a private Company within the meaning of the Companies Act, 1963, (as amended by the Companies Acts 1983 to 2009) (hereinafter referred to as “the Act”) and the Regulations contained in Part II of Table A in the First Schedule to the Act (with the exception of the Regulations 40 to 46 (inclusive) of Part I of that Table), shall apply to the Company save in so far as they are excluded or varied hereby. Part III of Table E of the First Schedule to the Companies Act 1963 shall be hereby excluded and shall not apply to the Company.

LIEN

 

2. The lien conferred by Regulation 11 of Part I of Table A shall attach to all shares whether fully paid or not and the said Regulation shall be amended accordingly.

PRIVATE COMPANY

 

3. The Company is a private company and accordingly:

 

  (a) the right to transfer shares is restricted in the manner prescribed in these articles;

 

  (b) the number of members of the Company (exclusive of the persons who are in the employment of the Company and of persons who, having been formerly in the employment of the Company, were while in such employment, and have continued after the termination of such employment to be members of the Company) shall not at any time exceed 99; and

 

  (c) no shares or debentures of the Company shall be offered to the public for subscription.

SHARE CAPITAL AND VARIATION RIGHTS

 

4. The share capital of the Company is €2,000,000.001 divided into 2,000,000,001 ordinary shares of €0.001 each (the “Ordinary Shares”).

 

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4.2 Any profits which the directors may lawfully determine to distribute in respect of any financial year shall be distributed to the holders of the Ordinary Shares pro rata to the number of shares held by each of them.

 

4.3 The Ordinary Shares shall confer on the holders thereof the right to receive notice of and to attend and vote at all general meetings of the Company.

 

4.4 On the occurrence of a liquidation, the exit proceeds shall be distributed pari passu between the holders of the Ordinary Shares pro rata to the number of shares held by each of them.

 

4.5 The Company may by Special Resolution-

 

  (a) Increase the share capital by such sum to be divided into shares of such amount as the resolution may prescribe;

 

  (b) Consolidate its shares into shares of a larger amount than its existing shares;

 

  (c) Subdivide its shares into shares of a smaller amount than its existing shares;

 

  (d) Cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person;

 

  (e) Reduce its share capital in any way

 

4.5 The Directors are hereby given the authority to allot relevant securities (within the meaning of section 20 of the Companies (Amendment) Act, 1983), generally, unconditionally, up to an amount of relevant securities equal to the higher of:-

 

  (i) the authorised share capital of the Company at the date of incorporation, and

 

  (ii) the authorised share capital of the Company at the date of an exercise of the said authority,

such authority to expire five years from the date of adoption of these Articles of Association and may be renewed by an ordinary resolution save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors are hereby given the authority to allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

PURCHASE OF OWN SHARES

 

5. Subject to the provisions of the Companies Act 1990, the Company may:-

 

  (a) issue shares which are to be redeemed, or are liable to be redeemed at the option of the Company, or the holder, on such terms and in such manner as shall be provided by the Articles of Association of the Company;

 

2

  (b) purchase any of its own shares;

 

  (c) convert any of its shares into redeemable shares subject to the provisions of the Companies Act 1963 to 2005 and these Articles governing the variation of rights attached to classes of shares and the alteration of the Company’s Memorandum or Articles of Association;

 

  (d) shares redeemed or purchased may be held as “Treasury Shares” or cancelled, so however, that no such shares shall be held as “Treasury Shares”, or cancelled, or premium paid on a share except in accordance with the provisions of the Companies Act 1990;

 

  (e) no shares shall be redeemed or purchased unless the said shares are fully paid;

 

  (f) there shall be paid on each share redeemed or purchased at the date of redemption or purchase, the amount paid up on each such share (which shall not be less than the par value) and any premiums as may be determined by the Directors;

 

  (g) no such redeemable shares shall be issued or redeemed or purchased, or shares converted into redeemable shares if as a result of the foregoing the nominal value of the issued capital which is not redeemable would be less than one-tenth of the nominal value of the total issued share capital of the Company;

 

  (h) all redemptions by the Company, or purchases of its own shares shall be out of profits which would otherwise have been available for dividend and in the case of shares redeemed or purchased which are to be cancelled, such redemption or purchase may be out of the proceeds of a fresh issue of shares.

TRANSFER OF SHARES

 

6. An instrument of transfer of a share (other than a partly paid share) need not be executed on behalf of the transferee and need not be attested and Regulation 22 of Part I of Table A shall be modified accordingly.

RESOLUTIONS

 

7.

(a)

Any such resolution in writing as is referred to in Regulation 6 of Part II of Table A may consist of several documents in the like form each signed by one or more of the Members (or their duly authorised representatives) in that Regulation referred to.

 

  (b) Any such Resolution in writing as is referred to in Regulation 109 of Part I of Table A may consist of several documents in the like form each signed by one or more of the Directors (or their duly authorised representatives) in that Regulation referred to.

 

  (c) Any document completed by the Auditors and Members of the Company permitting of the calling of a meeting on shorter notice than required by Sections 133 and 141 of the Act (and the holding of such meeting) may consist of several documents in the like form each signed by one or more of the aforementioned parties (or their duly authorised representatives).

 

3

PROCEEDINGS AT GENERAL MEETINGS

 

8. The following words shall be added to the end of Regulation 53 of Part I of Table A “and fixing the remuneration of Directors”.

 

9. A poll may be demanded by the Chairman or by any member present in person or by proxy and Regulation 59 of Part I of Table A may be modified accordingly.

PROXIES

 

10. In Regulation 70 of Part I of Table A the words “not less than 48 hours before the time for holding” and “not less than 48 hours before the time appointed for” shall be deleted and there shall be substituted therefor the words “before the commencement of” on both occasions.

BORROWING POWERS

 

11.

(a)

Regulation 79 of Part I of Table A shall not apply to the Company.

 

  (b) The Directors may without any limitation as to the amount exercise all the powers of the Company to borrow money, to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party, and the Directors may guarantee, support or secure whether by personal covenant or by mortgaging or charging all or any part of the undertaking property and assets (both present and future) and uncalled capital of the Company, or by any such methods, the performance of the obligations of, and repayment or payment of the principal amounts of any premiums, interest and dividends on any securities of any person, firm or company including (without prejudice to the generality of the foregoing,) any company which is for the time being the Company’s subsidiary or holding company (as defined by Section 155 of the Companies Act, 1963) or the holding company or other subsidiary of the Company’s holding company or otherwise associated with the Company in business.

DIRECTORS

 

12.

(a)

A Director appointed to fill a casual vacancy or as an addition to the Board shall not retire from office at the Annual General Meeting next following his appointment and the last sentence of Regulation 98 of Part I of Table A shall be deleted.

 

  (b) The Directors of the Company shall not be required to retire by rotation and Regulations 92 to 100 inclusive of Part I of Table A shall be amended accordingly.

 

4

  (c) A Director shall not require a share qualification but nevertheless shall be entitled to receive notice of and to attend and speak at any general meeting of or any separate meeting of the holders of any class of shares in the Company and Regulation 136 of Part 1 of Table A shall be modified accordingly.

 

  (d) Unless and until the Company in general meeting shall otherwise determine the number of the Directors shall be not less than two nor more than seven and Regulation 75 of Part I of Table A shall be modified accordingly.

 

  (e) Any such resolution in writing as is referred to in Regulation 109 of Part I of Table A may consist of several documents in the like form each signed by one or more of the Directors for the time being entitled to receive notice of meetings of the Directors.

 

  (f) Any Director or Alternate Director may participate in a meeting of the Directors or any committee of the Directors by means of conference telephone or other telecommunications equipment by means of which all persons participating in the meeting can hear each other speak and such participation in a meeting shall constitute being present in person at the meeting.

ALTERNATE DIRECTORS

 

13. (a)

Any Director may by writing under his hand appoint any person (including another Director) to be his alternate. The appointment of an alternate or substitute director need not be approved by the majority of the Directors and Regulation 9 of Part II of Table A shall be modified accordingly.

 

  (b) An alternate Director shall be entitled to receive notices of all meetings of the Directors and of all meetings of committees of Directors of which his appointer is a member, to attend and vote at any such meeting at which the Director appointing him is not personally present and in the absence of his appointer to exercise all the powers, rights, duties and authorities of his appointer as a Director (other than the right to appoint an alternate hereunder).

 

  (c) Save as otherwise provided in these Articles, an alternate Director shall be deemed for all purposes, (including authenticating the affixing of the seal) to be a Director. The remuneration of any such alternate Director shall be payable out of the remuneration paid to the Director appointing him and shall consist of such portion of the last mentioned remuneration as shall be agreed between the alternate and the Director appointing him.

 

  (d) A Director may at any time revoke the appointment of any alternate appointed by him. If a Director shall die or cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine but if a Director retires by rotation or otherwise but is re-appointed or deemed to have been re-appointed at the meeting at which the retires, any appointment of any alternate Director made by him which was in force immediately prior to his retirement shall continue after his re-appointment.

 

5

  (e) An alternate Director shall not be counted in reckoning the maximum number of the Directors allowed by the Articles of Association for the time being. A Director acting as alternate shall have an additional vote at meetings of Directors for each Director for whom he acts as alternate but he shall count as only one for the purpose of determining whether a quorum be present.

 

  (f) Any appointment or revocation by a Director under this Article shall be effected by notice in writing given under his hand to the Secretary or deposited at the Office or in any other manner approved by the Directors.

MANAGING DIRECTOR

 

14. The Directors may from time to time appoint one or more of their body to hold any executive office in the management of the business of the Company including the office of Chairman or Deputy Chairman or Managing or Joint Managing or Deputy or Assistant Managing Director as the Directors may decide, and on such terms as they think fit, and if no period or terms are fixed, then such executive shall comply with such directions as may be given to him by the Directors from time to time, and the appointment may be revoked at any time, and in any event his appointment shall be automatically determined (without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company) if he shall cease to be a Director and Regulation 110 of Part I of Table A shall be amended accordingly.

 

6

NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS

Sandra O’Neill

Greyfort House

Sea Road

Kilcoole, Co. Wicklow

Company Director

Anne O’Neill

Mount Vernon

New Road

Greystones

Co Wicklow

Company Director

Dated the 02nd day of May 2013

Witness to the above signatures:

Mark O’Neill

26 Hollypark Avenue

Blackrock,

Co. Dublin

 

7

EX-3.4 3 d772859dex34.htm EX-3.4 EX-3.4

Exhibit 3.4

RESTATED ARTICLES OF INCORPORATION

OF

PERRIGO COMPANY

(a Michigan corporation)

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes the following Articles:

 

  A. The present name of the corporation is: Perrigo Company (the “Corporation”)

 

  B. The identification number assigned by the Bureau is: 239055

 

  C. The former name(s) of the Corporation are:

S & J Acquisition Corporation

S & J Acquisition Corp.

 

  D. The date of filing the original Articles of Incorporation was: 3-23-1988

The following Restated Articles of Incorporation supersede the Articles of Incorporation as amended and shall be the Articles of Incorporation for the Corporation:

ARTICLE I

The name of the Corporation is Perrigo Company.

ARTICLE II

The purpose or purposes for which the Corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Michigan Business Corporation Act (the “Act”).

ARTICLE III

The total authorized capital stock of the Corporation is 60,000 shares of common stock.

The shares of stock shall all be of one and the same class and each shall have full voting powers and each shareholder shall be entitled to a number of votes equal to the number of shares held by such shareholder. All shares shall have equal relative rights, preferences and limitations. The shares of stock shall not include any nonvoting equity securities.

ARTICLE IV

The street address and mailing address of the Corporation’s registered office and the name of the Corporation’s resident agent at that address are:

 

Name of Resident Agent:   Todd W. Kingma
Street Address of Registered Office:  

515 Eastern Ave

Allegan, MI 49010

Mailing Address of
Registered Office:		   (same as above)

ARTICLE V

The duration of the Corporation is perpetual.

ARTICLE VI

When a compromise or arrangement or a plan of reorganization of this Corporation is proposed between the Corporation and its creditors or any class of them or between this Corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of this Corporation or of a creditor or share holder thereof, or an application of a receiver appointed for the Corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of this Corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all of the shareholders or class of shareholders and also on this Corporation.

ARTICLE VII

Any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. A written consent shall bear the date of signature of the shareholder who signs the consent. Written consents are not effective to take corporate action unless within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the Corporation. Delivery shall be to the Corporation’s registered office, its principal place of business, or an officer or agent of the Corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice

 

2

of the shareholder meeting if the action had been taken at a meeting and who have not consented to the action in writing. An electronic transmission consenting to an action must comply with Section 407(3) of the Act.

ARTICLE VIII

A director of the Corporation shall not be liable to the Corporation or its shareholders for money damages for any action taken or any failure to take any action as a director. However, this provision does not eliminate or limit the liability of a director for any of the following:

(a) the amount of a financial benefit received by a director to which he or she is not entitled;

(b) intentional infliction of harm on the Corporation or its shareholders;

(c) a violation of Section 551 of the Act; or

(d) an intentional criminal act.

Any repeal, amendment or other modification of this Article shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal, amendment or other modification. If the Act is amended, after this Article becomes effective, to authorize corporate action further eliminating or limiting personal liability of directors, then the liability of directors shall be eliminated or limited to the fullest extent permitted by the Act as so amended.

ARTICLE IX

(i) Indemnification of Officers, Directors, Employees and Agents. The Corporation shall indemnify each past and current director and officer, and may indemnify each past and current employee and agent, and advance expenses with respect thereto, to the extent authorized or permitted by the Act, as the same presently exists or may hereafter be amended. The approval of indemnification and advancement of expenses shall be made by the Corporation as prescribed in the Act. Any indemnification under this Section shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled, including the right to mandatory indemnification under Section 563 of the Act.

(ii) Application to a Resulting or Surviving Corporation or Constituent Corporation. The definition for “corporation” found in Section 569 of the Act, as the same exists or may hereafter be amended, is and shall be, specifically excluded from application to this Article. The indemnification and other obligations of the Corporation set forth in this Article shall be binding upon any resulting or surviving corporation after any merger of the Corporation. Notwithstanding anything to the contrary contained herein or in Section 569 of the Act, no person shall be entitled to the indemnification and other rights set forth in this Article for acting as a director or officer of another corporation prior to such other corporation entering into a merger with the Corporation.

 

3

(iii) Liability Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article or the Act.

These Restated Articles of Incorporation were duly adopted on the 18th day of December, 2013, in accordance with the provisions of Section 642 of the Act, and were duly adopted by the written consent of all the shareholders entitled to vote in accordance with Section 407(2) of the Act.

Signed this 18th day of December, 2013.

 

By:  

/s/ Todd W. Kingma

  Todd W. Kingma
Its:   Secretary

Prepared by and after filing return to:

John M. Novak, Esq.

Miller, Canfield, Paddock and Stone, P.L.C.

277 S. Rose Street, Suite 5000

Kalamazoo, MI 49007

(269) 388-6825

 

4

EX-3.5 4 d772859dex35.htm EX-3.5 EX-3.5

Exhibit 3.5

 

 

 

AMENDED AND RESTATED BYLAWS

OF

PERRIGO COMPANY,

a Michigan corporation;

 

 

Dated as of December 18, 2013

 

 

 

 

 

PERRIGO COMPANY

(a Michigan Corporation)

AMENDED AND RESTATED BYLAWS

 

         Page  

ARTICLE I - SHAREHOLDERS

      1   

Section 1.01

   Annual Meetings      1   

Section 1.02

   Special Meetings      1   

Section 1.03

   Notice of Meetings      1   

Section 1.04

   Attendance at Meeting      1   

Section 1.05

   Quorum      1   

Section 1.06

   Shareholder to Vote in Person or by Proxy      2   

Section 1.07

   Shareholder to Have One Vote Per Share      2   

Section 1.08

   Action by Unanimous Written Consent      2   

Section 1.09

   Shareholder List      2   

Section 1.10

   Inspectors at Shareholders’ Meetings      3   

Section 1.11

   Participation by Communication Equipment      3   

ARTICLE II - BOARD OF DIRECTORS

      3   

Section 2.01

   General Powers      3   

Section 2.02

   Number and Term of Office      3   

Section 2.03

   Election of Directors      3   

Section 2.04

   Annual and Regular Meetings      3   

Section 2.05

   Special Meetings; Notice      4   

Section 2.06

   Quorum      4   

Section 2.07

   Participation by Communication Equipment      4   

Section 2.08

   Action Without a Meeting      4   

Section 2.09

   Resignation and Removal of Directors      4   

Section 2.10

   Vacancies and Newly Created Directorships      4   

Section 2.11

   Compensation      5   

Section 2.12

   Committees      5   

Section 2.13

   Powers of Committees      5   

Section 2.14

   Discharge of Duties; Reliance on Reports      5   

Section 2.15

   Certain Transactions      6   

 

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ARTICLE III - OFFICERS

      6   

Section 3.01

   Officers of the Corporation      6   

Section 3.02

   Election      7   

Section 3.03

   Removal or Resignation of Officers      7   

Section 3.04

   Duties of the Chairman of the Board      7   

Section 3.05

   Duties of the President      7   

Section 3.06

   Duties of the Vice President      7   

Section 3.07

   Duties of the Secretary      7   

Section 3.08

   Duties of the Treasurer      7   

Section 3.09

   Employee Bonds      8   

Section 3.10

   Discharge of Duties; Reliance on Reports      8   

Section 3.11

   Interested Transactions      8   

ARTICLE IV - EXECUTION OF INSTRUMENTS, DEPOSITS, VOTING OF SECURITIES

      8   

Section 4.01

   General      8   

Section 4.02

   Corporate Indebtedness      8   

Section 4.03

   Checks or Drafts      8   

Section 4.04

   Deposits      8   

Section 4.05

   Appointment of Agents to Vote Securities and Other Corporations      9   

ARTICLE V - CAPITAL STOCK

      9   

Section 5.01

   Stock Certificates      9   

Section 5.02

   Uncertificated Stock      9   

Section 5.03

   Transfer of Stock      9   

Section 5.04

   Record Date      9   

Section 5.05

   Registered Shareholders      10   

Section 5.06

   Lost Certificates      10   

ARTICLE VI - INDEMNICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS

      11   

Section 6.01

   Indemnification Officers, Directors, Employees and Agents      11   

Section 6.02

   Application to a Resulting or Surviving Corporation or Constituent Corporation      11   

Section 6.03

   Liability Insurance      11   

ARTICLE VII - GENERAL PROVISIONS

      11   

 

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Section 7.01

   Dividends      11   

Section 7.02

   Reserves      11   

Section 7.03

   Fiscal Year      11   

Section 7.04

   Offices      12   

Section 7.05

   Books and Records      12   

Section 7.06

   Amendments      12   

ARTICLE VIII - INTERPRETATION

      12   

Section 8.01

   Conflict With Statute      12   

 

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PERRIGO COMPANY

AMENDED AND RESTATED BYLAWS

ARTICLE I - SHAREHOLDERS

Section 1.01 Annual Meetings. The annual meetings of the shareholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at the corporate offices or any other place either in or outside the State of Michigan as specified by the directors, within five (5) months of the fiscal year end, or at any other time and date as shall be fixed from time to time by resolution of the Board of Directors (the “Board”).

Section 1.02 Special Meetings. Special meetings of the shareholders may be called at any time by the Board or by the Chairman of the Board, or the President of the Corporation. A majority of the shareholders may also request a special meeting and the directors shall grant such a request. Special meetings of the shareholders shall be held at places in or outside the State of Michigan, as shall be specified in the notice or waiver of notice thereof.

Section 1.03 Notice of Meetings. The Secretary or any assistant Secretary shall cause notice of the time, place and purposes of each meeting of the shareholders to be personally delivered or mailed, at least ten (10) days but not more than sixty (60) days prior to the meeting, to each shareholder of record entitled to vote at the meeting. Notice shall be deemed given when the requisite time has elapsed after deposit in the United States mail addressed to the address of the shareholder as revealed on the records of the Corporation. Notice of a meeting of shareholders need not be given to any shareholder who signs a waiver of notice in writing, whether before or after the time of the meeting. Notice of any adjourned meeting of the shareholders of the Corporation need not be given if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. If after the adjournment the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to such notice on the new record date.

Section 1.04 Attendance at Meeting. Attendance of a person at a meeting of shareholders in person or by proxy constitutes: (a) waiver of objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (b) waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

Section 1.05 Quorum. Except as otherwise required by the Michigan Business Corporation Act, as amended (the “MBCA”) or the Articles of Incorporation (the “Articles”), shares entitled to cast a majority of the votes at a meeting shall be sufficient to constitute a quorum for the transaction of business. Regardless of whether a quorum is present, the meeting may be adjourned by a vote of the shares present. The shareholders present in person or by

 

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proxy at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. At the adjourned meeting at which the requisite number of shares shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 1.06 Shareholder to Vote in Person or by Proxy. A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting shall be entitled to vote in person, or by proxy appointed by an instrument in writing authorizing other persons to act. A proxy shall be signed by the shareholder or an authorized agent or representative and shall not be valid after the expiration of three (3) years from its date unless otherwise provided.

Section 1.07 Shareholder to Have One Vote Per Share. Each shareholder shall have one vote for each share of stock owned and having voting power registered on the books of the Corporation. Except as otherwise required by the MBCA or the Articles, all elections shall be had and all questions decided by a majority vote of the shares represented at the meeting in person or by proxy. There shall be no cumulative voting.

Section 1.08 Action by Unanimous Written Consent. Any action required or permitted by the MBCA to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if before or after the action all the shareholders entitled to vote consent in writing. If the action consented to would have required filing of a certificate under the MBCA if the action had been voted upon by shareholders at a meeting, the certificate filed shall state, in lieu of any statement required thereby concerning a vote of shareholders, that written consent has been given as provided herein.

Section 1.09 Shareholder List. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. The list shall:

(a) Be arranged alphabetically within each class and series, with the address of, and the number of shares held by, each shareholder.

(b) Be produced at the time and place of the meeting.

(c) Be subject to inspection by any shareholder during the whole time of the meeting.

(d) Be prima facie evidence as to who are the shareholders entitled to examine the list or to vote at the meeting.

If the requirements of this section have not been complied with, on demand of a shareholder in person or by proxy, who in good faith challenges the existence of sufficient votes to carry any action at the meeting, the meeting shall be adjourned until the requirements are complied with. Failure to comply with the requirements of this provision does not affect the validity of an action taken at the meeting before the making of such a demand.

 

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Section 1.10 Inspectors at Shareholders’ Meetings. The Board, in advance of a shareholders’ meeting, may appoint one or more inspectors to act at the meeting or any adjournments thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on request of a shareholder entitled to vote thereat shall, appoint one or more inspectors. In case a person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat. The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine challenges and questions arising in connection with the right to vote, count and tabulate votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or a shareholder entitled to vote thereat, the inspectors shall make and execute a written report to the person presiding at the meeting of any of the facts found by them and matters determined by them. The report is prima facie evidence of the facts stated and of the vote as certified by the inspectors.

Section 1.11 Participation by Communication Equipment. Unless otherwise restricted by the Articles, a shareholder may participate in a meeting of shareholders by a conference telephone or by other similar communications equipment through which all persons participating in the meeting may communicate with the other participants. All participants shall be advised of the communications equipment and the names of the parties in the conference shall be divulged to all participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

ARTICLE II - BOARD OF DIRECTORS

Section 2.01 General Powers. The property, affairs, and business of the Corporation shall be managed by the Board. The Board may exercise all the powers of the Corporation, whether derived from law or the Articles. A director need not be a shareholder of the Corporation. The directors shall only act as a Board, and the individual directors shall have no power as such.

Section 2.02 Number and Term of Office. The Board shall consist of not less than one and not more than fifteen (15) directors. The number of the initial Board shall be determined by the incorporators or subscribers at their first meeting. Thereafter, the number of directors shall be fixed from time to time by resolution of the Board. The first Board shall hold office until the first annual meeting of shareholders. At the first annual meeting thereafter the shareholders shall elect directors to hold office until the succeeding annual meeting. A director shall hold office for the term elected, until a successor is elected and qualified or until death, resignation or removal.

Section 2.03 Election of Directors. Except as otherwise provided in Section 2.10 hereof, the directors shall be elected annually at the annual meeting of the shareholders. At the meeting of the shareholders for the election of directors, provided a quorum is present, the directors shall be chosen and elected by a majority of the votes validly cast at the election.

Section 2.04 Annual and Regular Meetings. The annual meeting of the Board, for the election of officers and for the transaction of other business as may come before the meetings, shall be held in each year either in or outside the State of Michigan as soon as possible after the

 

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annual meeting of the shareholders on the same day and place as the annual meeting of the shareholders. Notice of the annual meeting of the Board shall not be required. Notice of regular meetings, if set by resolution of the Board, need not be given; provided, however, that in case the Board shall change the time or place of regular meetings, notice of this action shall be mailed promptly to each director who shall not have been present at the meeting at which the action was taken.

Section 2.05 Special Meetings: Notice. Special meetings of the Board shall be held whenever called by the Chairman of the Board or by the President, or by any one director, at such time and place as may be specified in the notice or waiver of notice. Special meetings of the Board may be called on twenty-four (24) hours’ notice to each director, given personally or by telephone, or on three (3) days’ notice which shall be deemed given when deposited in first class mail or delivered to a recognized national overnight delivery service. Notice of any special meeting need not be given to any director who shall be present at the meeting, or who shall waive notice of the meeting in writing, whether before or after the time of the meeting. No notice need be given of any adjourned special meeting.

Section 2.06 Quorum. A majority of the members of the Board then in office, or of the members of a committee of the Board, constitutes a quorum for transaction of business, unless the Articles or Bylaws, or in the case of a committee, the Board resolution establishing the committee, provide for a larger or smaller number. The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the Board or of the committee, unless the vote of a larger number is required by the MBCA, the Articles, or the Bylaws, or in the case of a committee, the Board resolution establishing the committee.

Section 2.07 Participation by Communication Equipment. A member of the Board or of a committee designated by the Board may participate in a meeting by means of conference telephone or similar communications equipment through which all persons participating in the meeting can communicate with the other participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

Section 2.08 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board or a committee of the Board may be taken without a meeting if, under authorization voted before or after the action written consents thereto are signed by all members of the Board then in office or of the committee and such written consents are filed with the minutes of the proceedings of the Board or committee.

Section 2.09 Resignation and Removal of Directors. Any director may resign at any time by delivering a written resignation to the Board or any officer of the Corporation and shall be effective upon receipt thereby or at a subsequent time as set forth in the notice of resignation. Any or all of the directors may be removed from office at any time with or without cause upon the vote for removal of a majority of the shares entitled to vote at an election of directors.

Section 2.10 Vacancies and Newly Created Directorships. If any vacancies shall occur in the Board, by reason of death, resignation, removal or otherwise, or if the authorized number of directors shall be increased, the directors then in office shall continue to act, and the vacancies shall be filled by vote of a majority of the directors then in office, though less than a quorum; provided, however, that a director appointed to fill such vacancy shall only hold office until the next election of directors by the shareholders.

 

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Section 2.11 Compensation. The Board, by affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, may establish reasonable compensation of directors for services to the Corporation as directors or officers, but approval of the shareholders is required if the Articles, Bylaws or the MBCA so provide.

Section 2.12 Committees. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of a committee, who may replace an absent or disqualified member at a meeting of the committee. The Board may also appoint such non-directors as members of a committee, except for the executive committee which shall consist solely of members who are directors. In the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of such absent or disqualified member. A committee, and each member thereof, shall serve at the pleasure of the Board.

Section 2.13 Powers of Committees. A committee, to the extent provided in the resolution of the Board, may exercise all powers and authority of the Board in management of the business and affairs of the Corporation, including the power or authority to declare a distribution or dividend, or to authorize the issuance of stock; provided, however, a committee does not have the power or authority to do any of the following:

(a) Amend the Articles.

(b) Adopt an agreement of merger or share exchange.

(c) Recommend to shareholders the sale, lease, or exchange of all or substantially all of the Corporation’s property and assets.

(d) Recommend to shareholders a dissolution of the Corporation or a revocation of a dissolution.

(e) Amend the Bylaws of the Corporation.

(f) Fill vacancies in the Board.

Section 2.14 Discharge of Duties; Reliance on Reports. A director shall discharge the duties as a director including the duties as a member of a committee in the following manner: (a) in good faith; (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a manner reasonably believed to be in the best interests of the Corporation. In discharging the duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:

 

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(a) One or more directors, officers, or employees of the Corporation, or of a business organization under joint control or common control, whom the director or officer reasonably believes to be reliable and competent in the matters presented.

(b) Legal counsel, public accountants, engineers, or other persons as to matters the director or officer reasonably believes are within the persons’ professional or expert competence.

(c) A committee of the Board of which the director is not a member if the director reasonably believes the committee merits confidence.

A director is not entitled to rely on the information set forth in this section if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by this provision unwarranted.

Section 2.15 Certain Transactions. A transaction in which a director is determined to have an interest shall not, because of the interest, be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the Corporation, if the person interested in the transaction establishes any of the following:

(a) The transaction was fair to the Corporation at the time entered into.

(b) The material facts of the transaction and the director’s or officer’s interest were disclosed or known to the Board, a committee of the Board, or the independent director or directors, and the Board committee, or the independent director or directors authorized, approved, or ratified the transaction.

(c) The material facts of the transaction and the director’s or officer’s interest were disclosed or known to the shareholders entitled to vote and they authorized, approved, or ratified the transaction.

For purposes of (b) above, a transaction is authorized, approved, or ratified if it received the affirmative vote of the majority of the directors on the Board or the committee who had no interest in the transaction, though less than a quorum, or all independent directors who had no interest in the transaction. The presence of, or a vote cast by, a director with an interest in the transaction does not affect the validity of the action taken under (b) above. For purposes of (c) above, a transaction is authorized, approved, or ratified if it received the majority of votes cast by the holders of shares who did not have an interest in the transaction. A majority of the shares held by shareholders who did not have an interest in the transaction constitutes a quorum for the purpose of taking action under (c) above.

ARTICLE III - OFFICERS

Section 3.01 Officers of the Corporation. The officers of the Corporation shall consist of a President, Secretary, Treasurer, and, if desired, a Chairman of the Board, one or more Vice Presidents, and such other officers as may be determined by the Board, who shall be elected or appointed by the Board. Two or more offices may be held by the same person, including, but not limited to, the offices of President, Treasurer and Secretary. An officer may execute,

 

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acknowledge or verify an instrument in more than one capacity. However, if an instrument is required by law to be executed, acknowledged or verified by two or more officers who are not one and the same person, then such instrument shall be executed by separate individuals as shall be so designated by the Board to act in an official capacity as an officer of the Corporation for such purpose. An officer elected or appointed as herein provided shall hold office for the term for which he or she is elected or appointed and until his or her successor is elected or appointed and qualified, or until his or her resignation or removal. An officer, as between such officer and other officers and the Corporation, has such authority and shall perform such duties in the management of the Corporation as may be provided in the Bylaws, or as may be determined by resolution of the Board not inconsistent with the Bylaws.

Section 3.02 Election. The Board shall elect the officers of the Corporation at any annual, regular or special meeting. The salaries of all officers of the Corporation may be fixed by the Board.

Section 3.03 Removal or Resignation of Officers. An officer elected or appointed by the Board may be removed by the Board with or without cause. The removal of an officer shall be without prejudice to his contract rights, if any. The election or appointment of an officer does not of itself create contract rights. An officer may resign by written notice to the Corporation. The resignation is effective upon its receipt by the Corporation or at a subsequent time specified in the notice of resignation.

Section 3.04 Duties of the Chairman of the Board. The Chairman of the Board, if there be such an officer, shall preside at all shareholder’s meetings and all meetings of the Board, if present, and shall have such other duties as are assigned by the Board.

Section 3.05 Duties of the President. The President shall have direct charge of the business of the Corporation, subject to the general control of the Board, and shall be the Chief Executive Officer of the Corporation.

Section 3.06 Duties of the Vice President. In the event of the absence or disability of the President, the Vice President, or, in case there shall be more than one Vice President, the Vice President designated by the Board, shall perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.

Section 3.07 Duties of the Secretary. The Secretary shall, if present, act as Secretary of, and keep the minutes of, all the proceedings of the meetings of the shareholders and of the Board and of any committee of the Board in one or more books to be kept for that purpose; shall perform other duties as shall be assigned by the President or the Board; and, in general, shall perform all duties incident to the office of Secretary.

Section 3.08 Duties of the Treasurer. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in the books of the Corporation and shall have the care and custody of all funds and securities of the Corporation. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and directors, whenever they request it, an account of all transactions as Treasurer and shall perform other duties as may be assigned by the President or the Board; and, in general, shall perform all duties incident to the office of Treasurer.

 

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Section 3.09 Employee Bonds. The Board may require the Treasurer, the Assistant Treasurers and any other officers, agents or employees of the Corporation to give bond for the faithful discharge of their duties, in such sum and of such character as the Board may from time to time prescribe.

Section 3.10 Discharge of Duties; Reliance on Reports. An officer shall discharge the duties as an officer, and shall be entitled to rely on reports, etc., in the same manner as specified for a director in Section 2.14.

Section 3.11 Interested Transactions. Section 2.15 regarding certain transactions shall apply to officers in the same manner as specified for a director.

ARTICLE IV - EXECUTION OF INSTRUMENTS, DEPOSITS,

VOTING OF SECURITIES

Section 4.01 General. Subject to the provisions of Section 4.02 and 4.03 hereof, all deeds, documents, transfers, contracts, agreements and other instruments requiring execution by the Corporation shall be signed by the President or as the Board may otherwise from time to time authorize.

Section 4.02 Corporate Indebtedness. No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board. Authorization may be general or confined to specific instances. All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for loans shall be made, executed and delivered as the Board shall authorize. When authorized by the Board, any part or all of the properties, including contract rights, assets, business or goodwill of the Corporation, or inventories, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

Section 4.03 Checks or Drafts. All checks, drafts, bills of exchange or other orders for the payment of money issued in the name of the Corporation shall be signed only by such person or persons and in such manner as may from time to time be designated by the Board, and unless so designated, no person shall have any power or authority thereby to bind the Corporation or to pledge its credit or to render it liable.

Section 4.04 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other financial institutions as the Board may select. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payments of money which are payable to the order of the Corporation shall be endorsed, assigned and delivered by such person or persons and in such manner as may from time to time be designated by the Board.

 

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Section 4.05 Appointment of Agents to Vote Securities and Other Corporations. Unless otherwise provided by resolution adopted by the Board, the President may from time to time appoint one or more attorney or agent, to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation to vote or to consent in respect of such stock or other securities; and the President may instruct the person or persons so appointed as to the manner of exercising such powers and rights. The President may execute or cause to be executed in the name and on behalf of the Corporation all such written proxies, powers of attorney or other written instruments as the President may deem necessary in order that the Corporation may exercise such powers and rights.

ARTICLE V - CAPITAL STOCK

Section 5.01 Stock Certificates. The shares of the Corporation shall be represented by certificates which shall be signed by the Chairman of the Board, President or a Vice President, and which also may be signed by another officer of the Corporation (who may, but need not be, the same person as such Chairman of the Board, President or such Vice President). The Corporation may, but need not have an official seal, and so the certificates shall have no seal affixed to them unless the Board so requires it. In the event the Board requires the Corporation to adopt an official seal, then the Board may also authorize a facsimile thereof be affixed to any certificate(s) issued by the Corporation. The signatures of the officers may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee. If an officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be an officer before the certificate is issued, it may be issued by the Corporation with the same effect as if he or she were the officer at the date of issue.

Section 5.02 Uncertificated Stock. Notwithstanding the foregoing, the Board may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the Corporation. Within a reasonable time after the issuance or transfer of shares without certificates, the Corporation shall send the shareholder a written statement of the information required on certificates as required by Section 332 of the MBCA.

Section 5.03 Transfer of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 5.04 Record Date.

(a) For the purpose of determining shareholders entitled to notice at a meeting of shareholders or an adjournment of a meeting, the Board may fix a record date, which shall not precede the date on which the resolution fixing the record date is adopted by the

 

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Board. The date shall not be more than sixty (60) days nor less than ten (10) days before the date of the meeting. If a record date is not fixed, the record date for determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given, or if no notice is given, the day next preceding the day on which the meeting is held. When a determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders has been made as provided in this section, the determination applies to any adjournment of the meeting, unless the Board fixes a new record date under this section for the adjourned meeting.

(b) For the purpose of determining shareholders entitled to express consent to or dissent from a proposal without a meeting, the Board may fix a record date, which shall not precede the date on which the resolution fixing the record date is adopted by the Board and shall not be more than ten (10) days after the Board resolution. If a record date is not fixed and prior action by the Board is required with respect to the corporate action to be taken without a meeting, the record date shall be the close of business on the day on which the resolution of the Board is adopted. If a record date is not fixed and prior action by the Board is not required, the record date shall be the first date on which a signed written consent is delivered to the Corporation as provided in Section 407 of the MBCA.

(c) For the purpose of determining shareholders entitled to receive payment of a share dividend or distribution, or allotment of a right, or for the purpose of any other action, the Board may fix a record date, which shall not precede the date on which the resolution fixing the record date is adopted by the Board. The date shall not be more than 60 days before the payment of the share dividend or distribution or allotment of a right or other action. If a record date is not fixed, the record date shall be the close of business on the day on which the resolution of the Board relating to the corporate action is adopted.

Section 5.05 Registered Shareholders. Prior to due presentment for registration of transfer of a security in registered form, the Corporation may treat the registered owner as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all rights and powers of an owner.

Section 5.06 Lost Certificates. The Board may direct that a new certificate be issued in place of any certificate issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issues of a new certificate, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate, or their legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed or the issuance of a new certificate.

 

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ARTICLE VI - INDEMNIFICATION OF OFFICERS, DIRECTORS,

EMPLOYEES AND AGENTS

Section 6.01 Indemnification of Officers, Directors, Employees and Agents. The Corporation shall indemnify each past and current director and officer, and may indemnify each past and current employee and agent, and advance expenses with respect thereto, to the extent authorized or permitted by the MBCA, as the same presently exists or may hereafter be amended. The approval of indemnification and advancement of expenses shall be made by the Corporation as prescribed in the MBCA. Any indemnification under this Section shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled, including the right to mandatory indemnification under Section 563 of the MBCA.

Section 6.02 Application to a Resulting or Surviving Corporation or Constituent Corporation. The definition for “corporation” found in Section 569 of the MBCA, as the same exists or may hereafter be amended, is and shall be, specifically excluded from application to this Article. The indemnification and other obligations of the Corporation set forth in this Article shall be binding upon any resulting or surviving corporation after any merger of the Corporation. Notwithstanding anything to the contrary contained herein or in Section 569 of the MBCA, no person shall be entitled to the indemnification and other rights set forth in this Article for acting as a director or officer of another corporation prior to such other corporation entering into a merger with the Corporation.

Section 6.03 Liability Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article or the MBCA.

ARTICLE VII - GENERAL PROVISIONS

Section 7.01 Dividends. Dividends upon the stock of the Corporation, subject to the provisions of the Articles, if any, may be declared by the Board at any regular or special meeting, pursuant to the restrictions of the MBCA. Dividends may be paid in cash, in property, or in shares of stock, subject to the provisions of the Articles and the applicable statute.

Section 7.02 Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividend such sum or sums as the directors from time to time, in their absolute discretion think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall deem conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve.

Section 7.03 Fiscal Year. The fiscal year of the Corporation, if other than the calendar year, shall be fixed by resolution of the Board.

 

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Section 7.04 Offices. The registered office of the Corporation shall be as designated in the Articles or at such other place or places in or outside the State of Michigan as the Board may from time to time determine.

Section 7.05 Books and Records. The Corporation shall keep books and records of account and minutes of the proceedings of its shareholders, Board, and executive committee, if any, which may be kept inside or outside the state of Michigan. The Corporation shall keep at its registered office, or at the office of its transfer agent in or outside the State of Michigan, records containing the names and addresses of all shareholders, the number, class and series of shares held by each, and the dates when they respectively became holders of record. Any of the books, records or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. The Corporation shall convert into written form without charge any record not in written form, unless otherwise requested by a person entitled to inspect the record.

Section 7.06 Amendments. The shareholders or the Board may amend or repeal the Bylaws or adopt new Bylaws unless the Articles or Bylaws provide that the power to adopt new Bylaws is reserved exclusively to the shareholders or any particular Bylaw shall not be altered or repealed by the Board. Such action may be taken by written consent or at a meeting of shareholders or the Board; provided that if notice of any such meeting is required by these Bylaws, the notice of the meeting shall contain notice of the proposed amendment, repeal or new Bylaws. Any bylaw hereafter made by the shareholders shall not be altered or repealed by the Board. Amendment of the Bylaws by the Board shall be by not less than a majority of the members of the Board then in office.

ARTICLE VIII - INTERPRETATION

Section 8.01 Conflict With Statute. In the event any article or section of these Bylaws shall conflict with the MBCA, the MBCA shall rule.

SIGNATURE ON THE FOLLOWING PAGE

 

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I certify that the foregoing Bylaws were adopted by the Corporation on the 18th day of December, 2013.

/s/ Todd W. Kingma

Todd W. Kingma, Secretary

SIGNATURE PAGE OF AMENDED AND RESTATED BYLAWS OF PERRIGO COMPANY

EX-3.6 5 d772859dex36.htm EX-3.6 EX-3.6

Exhibit 3.6

 

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CERTIFICATE OF AMENDMENT TO THE

ARTICLES OF INCORPORATION

L. Perrigo Company, a Michigan corporation, whose registered office is located at 100 Brady Street, City of Allegan, Allegan County, Michigan, certifies pursuant to the provisions of Section 43 of Act No. 327 of the Public Acts of 1931, as amended, that at a meeting of the Shareholders of said corporation called for the purpose of amending the articles of incorporation, and held on the 1st day of April, 1957, it was resolved by the vote of the holders of two-thirds of the shares of each class entitled to vote and by a majority of the shares of each class whose rights, privileges or preferences are changed, that Article No. IV. of the Articles of Incorporation is amended to read as follows, viz:

ARTICLE IV.

The total number of authorized shares of the capital stock of the Corporation is One Hundred Four Thousand (104,000) shares, divided into two classes, namely:

Sixty Thousand (60,000) shares of 8% Cumulative Preferred Stock of the par value of Ten Dollars ($10.00) per share, and

Forty-Four Thousand (44,000) shares of Common Stock of the par value of Ten Dollars ($10.00) per share.

The following is a description of each class of stock of the Corporation, with the voting powers, preferences and rights; and the qualifications, limitations or restrictions thereof:

(1) Dividends on Preferred Stock.

That the holders of the 8% Cumulative Preferred Stock (hereinafter called “Preferred Stock”) shall be entitled to receive, when and as declared by the Board of Directors, out of any assets or funds of the Corporation at the time legally available for the payment of dividends under the laws of the State of Michigan, dividends at the rate of 8% per annum, payable annually on dates to be fixed by the Board of Directors of the Corporation. No dividends shall be paid upon the Common Stock of the Corporation in any fiscal year unless and until in the same fiscal year of payment the Board of Directors shall have declared and paid or set aside for payment upon the Preferred Stock, a dividend amounting to 8% per annum.

 

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Dividends on the Preferred Stock shall be cumulative from and after December 1, 1956, so that, if in any dividend period or periods, dividends on the outstanding Preferred Stock at the rate of Eight Per Cent (8%) of the par value thereof per annum shall not have been paid or set apart for payment, the deficiency shall be paid or set apart for payment, but without interest, before any distribution, whether by way of dividends or otherwise, shall be declared or paid upon or set apart for the Common Stock, or any other stock of the corporation, except stock having a preference over or being on a parity with the Preferred Stock. The term “accrued” as hereinafter applied to dividends on the Preferred Stock shall mean the amount which shall be equal to the sum of all accumulated dividends as set forth in this Paragraph from the date from which such dividends shall have become cumulative, but without interest thereon, less the aggregate amount of all cumulative dividends theretofore paid or declared or set apart for the payment on the Preferred Stock.

(2) Dividends on Common Stock.

Subject always to the provisions of Paragraph (1) of this Article IV. after full cumulative dividends on all Preferred Stock then outstanding shall have been paid for all past annual periods, and after or cor currently with making payment of or provision for all dividends on all Preferred Stock then outstanding to the end of the current annual dividend period, then, and not otherwise, dividends may be declared upon and paid to the holders of the Common Stock to the exclusion of the holders of the Preferred Stock.

(3) Preferences on Liquidation.

In the event of any liquidation, dissolution or winding up of the corporation, the holders of the Preferred Stock shall be entitled before any of the assets of the Corporation shall be distributed among or paid over to the holders of the Common Stock, to be paid in full an amount equal to all cumulative unpaid dividends thereon. The holders of the Common Stock shall be entitled to the exclusion of the holders of the Preferred Stock, to share ratably in all assets of the corporation remaining after such payment to the holders of the Preferred Stock. Neither the consolidation nor merger of the corporation with or into any other corporation or corporations, or a sale or transfer of all, or substantially all, of its assets as an entirety, nor the authorization of a reduction in capital without distribution of its assets, shall be regarded as a voluntary liquidation for winding up of the corporation or as a proceeding resulting in any distribution of its assets to its shareholders within the meaning of any provision hereof.

(4) Redemption of Preferred Stock.

The Preferred Stock shall be redeemable at any time after April 1, 1967, and upon not less than thirty (30) days prior notice to the holders of record of the Preferred Stock given

 

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in such manner and form and on such other terms and conditions as may be prescribed by resolution of the Board of Directors, by payment in cash for each share of Preferred Stock the sum of Ten Dollars ($10.00) per share, plus an amount equal to dividends accrued thereon up to the date of redemption. If less than all the outstanding shares are to be redeemed, the shares to be redeemed may be either (a) shares selected pro rata or by lot. or (b) share or shares of any particular shareholder or shareholders designated by the Board of Directors. From and after the date fixed in any such notice as the date of redemption, (unless default shall be made by the Corporation in the payment of the redemption price) all dividends on the Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as shareholders of the corporation, except the right to receive the redemption price, shall cease and determine.

Except as otherwise provided by the laws of the State of Michigan, the holders of the Common Stock shall exclusively possess voting power for the election of directors and for all other purposes, and the holders of the Preferred Stock shall have no voting power.

Signed on April 1, 1957.

 

L. PERRIGO COMPANY
By   /s/ Ray B. Perrigo
  President
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Secretary

 

STATE OF MICHIGAN    )

ALLEGAN

    ) SS
COUNTY OF    )

On this 1st day of April, 1957 before me appeared Ray B. Perrigo to me personally known, who, being by me duly sworn, did say that he is the president of L. Perrigo Company, which executed the foregoing instrument, and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its board of directors, and said officer acknowledged said instrument to be the free act and deed of said corporation.

 

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/s/ Philips McLaughlin

 

Notary Public for Allegan County,

State of Michigan

My commission expires July 5-1958

 

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(For Use by Domestic Corporations)

RESTATED ARTICLES OF INCORPORATION

1. These Restated Articles of Incorporation are executed pursuant to the provisions of Sections 641-651, Act 284, Public Acts of 1972.

2. The present name of the corporation is L. Perrigo Company

3. All of the former names of the corporation are as follows: Not Applicable

4. The date of filing the original articles of incorporation was June 6, 1892

5. The following Restated Articles of Incorporation supersede the original Articles of Incorporation as amended and shall be the Articles of Incorporation of the corporation:

ARTICLE I.

The name of the corporation is L. Perrigo Company

ARTICLE II.

The purpose or purposes for which the corporation is organized are:

To engage in any activity within the purposes for which corporations may be organized under the business corporation act of the State of Michigan.

ARTICLE III.

(Use the following if the shares are to consist of one class only.)

The total authorized capital stock is:

(1) Common shares                                               Par Value                                          per share

                                 (No. of Shares)

OR (2) Common shares                                               without par value.

                                         (No. of Shares)

 

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ARTICLE IV.

(Use the following if the shares are to be divided into classes.)

The total authorized capital stock is:

8% Cumulative

 

(1) Preferred shs.

      60,000         Par Value       $ 10.00      

Common shs.

      44,000         Par Value       $ 10.00       per share

Non-Voting Convertible Common Shs.

      6,000         Par Value       $ 10.00       per share

 

   Preferred   

and or shs. of (2)

       no par value
   Common   

(3) A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows:

See Exhibit A attached hereto and made a part hereof.

ARTICLE V.

The address of the current registered office is:

 

117 Water Street,

   

Allegan

   ,    Michigan   

49010

(No. and Street)    (Town or City)         (Zip Code)

The mailing address of the current registered office is (need not be completed unless different from above address):

 

 

   

 

   ,    Michigan   

 

(No. and Street)    (Town or City)         (Zip Code)

The name of the current resident agent is William S. Tripp

ARTICLE VI.

The duration of the corporation, if other than perpetual, is                                                                                           

ARTICLE VII.

(Optional: Delete Article VII if not applicable.)

 

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ARTICLE VIII.

(Additional provisions, if any, may be inserted here.)

See Exhibit B attached hereto and made a part hereof.

(Use the following clause if the Restated Articles of Incorporation further amends the Articles of Incorporation.)

1. These Restated Articles of Incorporation were duly adopted by the shareholders on the 26th day of September, 1973, in accordance with the provisions of Section 642, Act 284, Public Acts of 1972. The necessary number of shares as required by statute were voted in favor of the Restated Articles of Incorporation.

Signed this 26th day of September, 1973

 

L. PERRIGO COMPANY

(Corporate Name)
BY  

/s/ William S. Tripp

  (Signature of President, Vice-President, Chairman or Vice-Chairman)
 

William S. Tripp, President

  (Type or Print Name and Title)

(See Instructions on Reverse Side)

 

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(Please do not write in spaces below — for Department use)

 

MICHIGAN DEPARTMENT OF COMMERCE — CORPORATION AND SECURITIES BUREAU
Date Received   
SEP 26 1973   
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C & S–104

INFORMATION AND INSTRUCTIONS

Restated Articles of Incorporation—Profit Domestic Corporations

 

1. Section 641 of the low provides that a corporation may integrate into a single instrument the provisions of its Articles of Incorporation which are currently in effect and operative and, at the same time, may also further amend the Articles by adopting Restated Articles of Incorporation.

 

2. Restated Articles of Incorporation which do not amend the Articles may be adopted by the Board of Directors without a vote of the shareholders.

 

3. Restated Articles of Incorporation which amend the Articles of Incorporation are required to be adopted by the shareholders.

 

4. The Restated Articles of Incorporation are required to be signed in ink by the chairman or vice-chairman of the board of directors or the president or a vice-president of the corporation.

 

5. An effective date, not later than 90 days subsequent to the date of filing, may be stated in the Restated Articles of Incorporation.

 

6. One original copy is required. A true copy will be prepared by the Corporation and Securities Bureau and returned to the person submitting the Restated Articles for filing.

 

7.      FEES: Filing Fee

    $10.00

Franchise Fee (payable only in case of increase in authorized capital stock)-1/2mill

on each dollar of increase over highest previous authorized capital stock.

(Make fee payable to State of Michigan)

 

8. Mail form and fees to:

Michigan Department of Commerce

Corporation and Securities Bureau

Corporation Division

P. O. Drawer C

Lansing, Michigan 48904

 

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EXHIBIT A

(3) A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows :

A. 8% Cumulative Preferred Shares

1. Holders of 8% Cumulative Preferred Shares (hereinafter called “Preferred Shares”) shall be entitled to receive when and as declared by the Board of Directors, out of any assets or funds of the corporation at the time legally available for the payment of dividends under the laws of the State of Michigan, dividends at the rate of 8% per annum, payable annually on dates to be fixed by the Board of Directors of the corporation. No dividends shall be paid upon the Common Shares or Non-Voting Convertible Common Shares of the corporation in any fiscal year unless and until in the same fiscal year of payment the Board of Directors shall have declared and paid or set aside for payment upon the Preferred Shares, a dividend amounting to 8% per annum.

2. Dividends on the Preferred Shares shall be cumulative from and after December 1, 1956, so that, if in any dividend period or periods, dividends on the outstanding Preferred Shares at the rate of Eight Per Cent (8%) of the par value thereof per annum shall not have been paid or set apart for payment, the deficiency shall be paid or set apart for payment, but without interest, before any distribution, whether by way of dividends or otherwise, shall be declared or paid upon or set apart for the Common Shares, or for the Non-Voting Convertible Common Shares, or any other shares of the corporation, except shares having a preference over or being on a parity with the Preferred Shares. The term “accrued” as hereinafter applied to dividends on the Preferred Shares shall mean the amount which shall be equal to the sum of all accumulated dividends as set forth in this Paragraph from the date from which such dividends shall have become cumulative, but without interest thereon, less the aggregate amount of all cumulative dividends theretofore paid or declared or set apart for the payment on the Preferred Shares.

 

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3. The Preferred Shares shall be redeemable at any time after April 1, 1967, and upon not less than thirty (30) days prior notice to the holders of record of the Preferred Shares given in such manner and form and on such other terms and conditions as may be prescribed by resolution of the Board of Directors, by payment in cash for each Preferred Share the sum of Ten Dollars ($10.00) per share, plus an amount equal to dividends accrued thereon up to the date of redemption. If less than all the outstanding shares are to be redeemed, the shares to be redeemed may be either (a) shares selected pro rata or by lot, or (b) share or shares of any particular shareholder or shareholders designated by the Board of Directors. From and after the date fixed in any such notice as the date of redemption, (unless default shall be made by the corporation in the payment of the redemption price) all dividends on the Preferred Shares thereby called for redemption shall cease to accrue and all rights of the holders thereof as shareholders of the corporation, except the right to receive the redemption price, shall cease and determine.

B. Common Shares and Non-Voting Convertible Common Shares

1. The Common Shares and the Non-Voting Convertible Common Shares (hereinafter called “Non-Voting Shares”) shall be of equal rank and shall in all respects have the same rights, preferences and limitations except as otherwise provided herein.

2. Prior to their conversion into Common Shares in accordance with this Section B, the Non-Voting Shares shall not have any voting rights except that the corporation shall not, without the approval of the holders of 66-2/3% of the Non-Voting Shares outstanding, modify or amend the rights, preferences or limitations of holders of Non-Voting Shares set forth in this Section B.

 

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3. Whenever dividends are declared or other distributions (including distributions on liquidation) are made, whether in cash, property or shares of stock or other securities of the corporation, the holders of Common Shares and the Non-Voting Shares shall be entitled to share equally, share for share, in such dividends or other distributions; except that in the case of dividends payable in Common Shares, the holders of Common Shares shall receive their dividends in Common Shares and the holders of Non-Voting Shares shall receive their dividends in Non-Voting Shares. Whenever the shares of either class are split up or combined, the shares of the other class shall be proportionately split up or combined. The provisions of this Paragraph shall not apply to any dividends declared or other distributions made to the holders of Preferred Shares or to any split up or combination of the Preferred Shares.

4. If at any time:

(a) the corporation shall file a registration statement with the Securities and Exchange Commission under the Securities Act of 1933; or

(b) the holder of Non-Voting Shares shall transfer any of such Shares to another person in accordance with Section 7 of that certain Purchase Agreement dated September 27, 1973 among the corporation, Paul B. Perrigo, Dr. Lemuel C. Curlin and First Century Partnership; or

(c) there shall be 40,000 Common Shares issued and outstanding (exclusive of any treasury shares and as adjusted to reflect any dividends in Common Shares or subdivisions or combinations of Common Shares subsequent to September 30, 1973); or

 

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(d) the Company shall consolidate with or merge into another corporation; or

(e) after September 1, 1978, then, and in any such case, any holder of Non-Voting Shares shall have the right to convert each outstanding Non-Voting Share so held into one duly authorized, validly issued, fully-paid and nonassessable Common Share (except that in the case of a transfer referred to in Paragraph 4(b) above, only those Non-Voting Shares so transferred may be converted), subject to the following terms and conditions:

(i) the Non-Voting Shares shall be convertible at the principal office of the corporation, presently located at 117 Water Street, Allegan, Michigan. All declared dividends accrued and unpaid on the Non-Voting Shares converted shall, notwithstanding such conversion, constitute and remain a debt of the corporation payable to the converting shareholder.

(ii) in order to convert Non-Voting Shares into Common Shares the holder thereof shall surrender at the office of the corporation specified in (i) above, the certificate or certificates representing the Non-Voting Shares, duly endorsed to the corporation or in blank with signatures guaranteed by a national bank or a member of the New York Stock Exchange, and shall give written notice to the corporation at said office that such holder elects to convert the same. The corporation shall, as soon as practicable after such surrender, deliver at said office to such holder of Non-Voting Shares a certificate or certificates for the number of Common Shares to which such

 

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holder shall be entitled as aforesaid. Non-Voting Shares converted at the option of the holder shall be deemed to be converted as of the date of actual receipt by, and surrender to, the corporation of the certificates representing such shares for conversion as hereinbefore provided, and the person entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the recordholder of such Common shares as of the close of business on such date; provided, however, that if such receipt and surrender does not occur on a business day, such receipt, surrender and conversion shall not be deemed to have taken place until the close of business on the next succeeding business day. For purposes of this Section, business days shall be deemed to be Mondays, Tuesdays, Wednesdays, Thursdays and Fridays which are not, in the place where the office referred to in (i) above is then located, a day on which banking institutions in such place are authorised by law to close.

(iii) the issuance of any certificate representing Common Shares upon the conversion of Non-Voting Shares to the holder of such Non-Voting Shares shall be made without charge to the converting shareholder for any transfer, issue, capital or similar tax imposed in respect of the issuance of such certificates.

(iv) the certificate(s) representing Common Shares issued upon the conversion of Non-Voting Shares may bear the following legend:

 

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“The shares or other securities represented by this certificate or document have not been registered under the Securities Act of 1933 in reliance upon Section 4(2) thereof, and may not be sold, transferred, pledged, hypothecated or otherwise disposed of except pursuant to the requirements of the Securities Act of 1933 and the rules and regulations promulgated thereunder, and except upon compliance with the terms and conditions of a Purchase Agreement dated September 27, 1973 among the Company, Paul B. Perrigo, Dr. Lemuel C. Curlin and First Century Partnership, a copy of which may be inspected at the principal office of the Company, 117 water Street, Allegan, Michigan 49010.”

5. Promptly upon the occurrence of any of the events specified in Paragraphs 4(a), 4(c) or 4(d) of this Section B, the corporation shall give written notice of such occurrence to the holders of all outstanding Non-Voting Shares in the manner set forth in Paragraph 7 of this Section B.

6. The corporation will use its best efforts to list the Common Shares required to be delivered upon the exercise of the conversion rights set forth in this Section B prior to such delivery upon each national securities exchange upon which the outstanding Common Shares are listed at the time of such delivery.

7. Notices provided for in this Section B shall be given to holders of Non-Voting Shares by, and shall be deemed received by them upon mailing the same by registered mail, postage prepaid, return receipt requested, to their addresses as shown on the books of the corporation or at such other addresses as they have given in writing to the Secretary of the corporation.

 

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C. Dividends

Subject always to the provisions of Paragraphs 1 and 2 of Section A above, after full cumulative dividends on all Preferred Shares then outstanding shall have been paid for all past annual periods, and after or concurrently with making payment of or provision for all dividends on all Preferred Shares then outstanding to the end of the current annual dividend period, then, and not otherwise, dividends may be declared upon and paid to the holders of the Common Shares and Non-Voting Shares to the exclusion of the holders of the Preferred Shares.

D. Liquidation

In the event of any liquidation, dissolution or winding up of the corporation, the holders of the Preferred Shares shall be entitled before any of the assets of the corporation shall be distributed among or paid over to the holders of the Common Shares or the Non-Voting Shares, to be paid in full an amount equal to all cumulative unpaid dividends thereon. The holders of the Common Shares and the Non-Voting Shares shall be entitled to the exclusion of the holders of the Preferred Shares, to share ratably in all assets of the corporation remaining after such payment to the holders of the Preferred Shares. Neither the consolidation nor merger of the corporation with or into any other corporation or corporations, or a sale or transfer of all, or substantially all, of its assets as an entirety, nor the authorization of a reduction in capital without distribution of its assets, shall be regarded as a voluntary liquidation or winding up of the corporation or as a proceeding resulting in any distribution of its assets to its shareholders within the meaning of any provision hereof.

E. Voting Power

Except as otherwise provided by the laws of the State of Michigan or as otherwise provided in Paragraph 2 of Section B, the holders of Common Shares shall exclusively possess voting power for the election of directors and for all other purposes,

and the holders of the Preferred Shares and the Non-Voting Shares shall have no voting power.

 

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F. Preemptive Rights

The corporation may issue or deliver unissued or treasury shares, option rights, or securities having conversion or option rights, whether now or hereafter authorized, without first offering them to then existing shareholders.

 

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EXHIBIT B

ARTICLE VIII

INDEMNIFICATION

1. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation or its shareholders, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

2. The corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the

 

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right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

3. To the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Paragraphs 1 or 2 of this Article VIII, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

4. Any indemnification under Paragraphs 1 or 2 of this Article VIII (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable

 

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standard of conduct set forth in Paragraphs 1 or 2 of this Article VIII. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.

5. Expenses incurred in defending a civil or criminal action, suit or proceeding described in Paragraphs 1 or 2 of this Article VIII may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized in the manner provided in Paragraph 4 of this Article VIII, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation.

6. Nothing contained in this Article VIII shall affect the rights to indemnification to which persons other than directors and officers may be entitled by contract or otherwise by law. The indemnification provided in this Article VIII shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

7. The corporation may indemnify any person for liability incurred by reason of the fact he is or was an employee or agent (but not a director or officer) of the corporation or is or was serving at the request of the corporation as an employee or agent (but not a director or officer) of another corporation, partnership, joint venture, trust or other enterprise whenever the board of directors deems it equitable or desirable that such indemnification be made.

 

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8. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have power to indemnify him against such liability under the foregoing provisions of this Article VIII.

9. For the purposes of this Article VIII, references to “the corporation” include all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation, so that a person who is or was a director, officer, employee or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

 

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EX-3.7 6 d772859dex37.htm EX-3.7 EX-3.7

Exhibit 3.7

AMENDED AND RESTATED BYLAWS

of

L. PERRIGO COMPANY

as amended through October 1, 2006

 

Bylaws MI 200611

L. PERRIGO COMPANY

AMENDED AND RESTATED BYLAWS

ARTICLE I

Offices

The Corporation may have offices at such places as the Board of Directors may from time to time determine.

ARTICLE II

Shareholders

Section 1 - Place of Meeting

Except as otherwise provided by applicable law, the Board of Directors may designate any place as the place of meeting for any annual meeting of shareholders or for any special meeting of shareholders.

Section 2 - Annual Meeting

The annual meeting of shareholders shall be held on such date and at such time and place as shall be selected by the Board of Directors, for the purpose of electing directors, setting the number of directors and for the transaction of such other business as may properly be brought before the meeting.

Section 3 - Special Meeting

A special meeting of shareholders may be called at any time by the Chairman, the President or a majority of the directors then in office.

Section 4 - Notice of Meeting

Written notice of the place, date, hour and purposes of each meeting of shareholders shall be given to the holders of record of the shares of capital stock of the Corporation entitled to vote at the meeting by (a) mail, postage prepaid, (b) facsimile, (c) email (d) overnight mail (e) courier service or (0 personal delivery not later than 48 hours prior to such meeting nor more than 60 days before the date of such meeting to each such holder at the postal address, facsimile number or email address, as applicable, designated by him or her for that purpose or, if none is designated, at his or her last known postal address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation. If transmitted via facsimile, such

 

Bylaws MI 200611

notice shall be deemed to be delivered when a confirmation of the transmission of the facsimile to the shareholder at his or her facsimile number as it appears on the stock transfer books of the Corporation has been received. If transmitted via email, such notice shall be deemed to be delivered when a confirmation of the transmission of the email to the shareholder at his or her email address as it appears on the stock transfer books of the Corporation has been received. If delivered by other means, such notice shall be deemed to be delivered upon confirmed personal deliver to the shareholder or upon delivery to the address of the shareholder at his or her address as it appears on the stock transfer books of the Corporation. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all shareholders entitled to vote are present, or if notice is waived by those not present in accordance with Article VI of these Bylaws.

If a meeting of shareholders is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and only such business is transacted at the adjourned meeting as might have been transacted at the original meeting; provided that, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record on the new record date

Section 5 - Quorum: Adjournment

At all meetings of shareholders there shall be present in person or by proxy holders of a majority of the shares entitled to vote at the meeting in order to constitute a quorum. From time to time and whether or not there is such a quorum, the chairman of the meeting or the holders of a majority of the shares entitled to vote at the meeting present in person or by proxy, without notice other than announcement at the meeting of the time and place to which the meeting is adjourned, may adjourn the meeting to such time and place, subject, however, to the provisions of the proviso last set forth in Section 4 of this Article II of these Bylaws. The shareholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

The chairman of any meeting of shareholders shall be the President, unless the Board of Directors shall by resolution prior to such meeting designate another person as chairman of such meeting.

Section 6 - Voting

At each meeting of shareholders, each shareholder present in person or represented by a valid proxy that satisfies the requirements of Section 9 of this Article II of these Bylaws shall be entitled to one vote for each share of common stock registered in the shareholder’s name on the books of the Corporation at the record date determined in accordance with Section 5 of Article V of these Bylaws.

 

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Election of directors at all meetings of the shareholders at which directors are to be elected shall be by ballot, and, a plurality of the votes cast thereat shall elect directors. In all matters other than the election of directors, when an action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by applicable law.

Section 7 - Action Without Meetings of Shareholders

Unless otherwise provided in the Articles of Incorporation, any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by all of the holders of outstanding shares who would be entitled to vote at a meeting.

Section 8 - Inspection of Shareholders List

The Corporation shall keep at its office or at the office of its transfer agent records containing the names and addresses of all shareholders, the number of shares held by each, and the dates when they respectively became holders of record thereof. A person who is a shareholder of record of the Corporation, upon at least 10 days written demand, may examine for any proper purpose, in person or by agent or attorney, during usual business hours, the record of shareholders and make extracts therefrom, at such place as such records are kept.

The officer or agent of the Corporation having charge of the stock transfer books for shares of the Corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. Such list shall be produced at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

Section 9 - Proxies

Any shareholder entitled to vote upon any matter at any meeting of shareholders may so vote by proxy; but no proxy shall be exercised after eleven months from its date unless said proxy provides for a longer period for which it shall remain in force. Every proxy shall be in writing and signed by the shareholder or his or her duly authorized agent or representative. Proxies shall be delivered to the Secretary of the Corporation before such meeting.

 

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ARTICLE III

Board of Directors

Section 1 - Number: Method of Election; Terms of Office; Qualification and Removal

The business and affairs of the Corporation shall be managed by the Board of Directors. The number of directors comprising the Board of Directors shall be fixed by the shareholders at the annual meeting or special meeting. The Board of Directors may consist of one director. Until otherwise resolved in a meeting of the shareholders, the Board of Directors shall be three (3) in number. Directors shall be elected by the shareholders at the annual meeting of the shareholders or at any adjournment of such meeting. Directors so elected shall hold office for the term of one (1) year or until others are chosen and qualified in their stead.

During the intervals between annual meetings of shareholders, any vacancy in the Board of Directors caused by resignation, removal, death, or other incapacity may be filled by majority vote of the directors then in office, though less than quorum of the Board. A directorship to be filled because of a vacancy may be filled by the Board for a term of office continuing only until the next election of the directors.

Any director may be removed from office as a director at any time, but only for cause, by the affirmative vote of shareholders holding a majority of the outstanding shares of Common Stock of the Corporation entitled to vote for the election of directors at a meeting of the shareholders called for that purpose.

If for any reason the annual meeting of shareholders shall not be held at the time appointed by these Bylaws, the directors shall cause a meeting to be held for the election of the directors as soon thereafter as conveniently may be, and the directors then in office who are nominees for reelection or for whom successors are to be elected shall continue in office until such election shall have been held and until their reelection or their successors have been duly elected and qualified.

Section 2 - Meetings

The Board of Directors may hold its meetings and have an office and keep the books of the Corporation, except as otherwise provided by applicable law or these Bylaws, in such place or places as the Board may from time to time determine.

The Board of Directors may in its discretion provide for regular meetings of the Board. Notice of regular meetings need not be given. Special meetings of the Board shall be held whenever called by direction of the President or any two of the directors for the time being in office. The Secretary shall give notice of a special meeting by mailing same at least three days, or by delivering personally or by overnight mail or courier service, or by

 

Bylaws MI 200611

telegraphing the same at least one day, or by telephoning or delivering by facsimile transmission at least 12 hours, before the meeting to each director, but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

A meeting may be held without notice, and any business may be transacted thereat, if every director shall be present, or if those not present waive notice of the meeting in accordance with Article VI of these Bylaws. No notice of any adjourned meeting need be given.

Section 3 - Quorum and Actions of the Board of Directors

Except as provided in Section 6 of this Article III of these Bylaws, a majority of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors; but if there be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

A member of the Board may participate in any meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 4 - Committees

The Board of Directors may designate from among its members such committees as it may deem appropriate from time to time, and such committees shall exercise the authority delegated to them.

Section 5 - Quorum and Action of a Committee

Except as provided in Section 6 of this Article III of these Bylaws, a majority of any committee of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the committee members present at a meeting at which a quorum is present shall be the acts of the committee; but if there be less than a quorum at any meeting of a committee, a majority of those present may adjourn the meeting from time to time. The members of a committee present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough committee members to leave less than a quorum.

A majority, or the chairperson, of any committee may fix the time and place of its meeting, unless the Board shall otherwise provide. Notice of meetings of a committee shall be given to each member of the committee in the manner provided for in the second paragraph of Section 2 of this Article III of these Bylaws.

 

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In the absence or disqualification of a member of a committee, the remaining members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of such absent or disqualified member.

A member of a committee of the Board of Directors may participate in any meeting of the committee by means of conference telephone or similar communication equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 6 - Action by Unanimous Written Consent

Any action required or permitted to be taken at any meeting of the Board of Directors or a committee thereof may be taken without a meeting if, before the action, all members of the Board or of the committee consent thereto in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent shall have the same effect as a vote of the Board or committee for all purposes.

Section 7 - Compensation of the Board of Directors

Directors, unless employed by and receiving a salary from the Corporation, shall receive such compensation for serving on the Board and for attending meetings of the Board and any committee thereof as may be fixed by the Board. Directors shall be reimbursed their reasonable expenses incurred while engaged in the business of the Corporation.

ARTICLE IV

Officers

Section 1 - Selection and Removal

The officers of the Corporation shall be a President, Secretary and Treasurer, who shall be elected by the Board of Directors after each annual meeting of shareholders. The Board is authorized to elect or appoint from time to time such other officers, including a Chairman, one or more Vice-Chairmen, one or more Vice Presidents, including Senior Vice Presidents or Executive Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. No one of said officers need be a director. All of the officers, except the Secretary, shall be regular full-time employees of the Corporation or an affiliated company. Any two of the above offices except those of (a) President and Vice President, (b) Secretary and Assistant Secretary or (c) Treasurer and Assistant Treasurer may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity.

 

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An officer shall hold office for the term of one year and until his or her successor shall have been elected or appointed and qualified, or until resignation or removal.

Any officer may be removed by the Board of Directors with or without cause.

The Board of Directors may fill any vacancies in any offices occurring for whatever reason. The Board of Directors is authorized from time to time to elect or appoint one of its members as Chairman of the Board or Vice-Chairman of the Board and such person or persons shall perform such duties as shall be prescribed by these Bylaws or by the Board of Directors from time to time.

Section 2 - Powers and Duties of the President

The President shall preside at all meetings of the shareholders and Board of Directors. Subject to the direction of the Board of Directors, the President shall have general and active management of the business of the Corporation and shall have supervisory power and authority over all officers and agents elected or appointed by the Board of Directors and over the appointment of employment, functions, duties, removal or discharge of all other employees and agents of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation and shall have control over the general operations of the Corporation. The President may delegate any of his or her powers or functions to any officer of the Corporation.

The President shall at least once in each year cause a true statement of the operations and properties of the Corporation for the preceding fiscal year to be made and to be communicated or distributed to each shareholder thereof within four months after the end of the preceding fiscal year.

Section 3 - Powers and Duties of Vice Presidents

The Vice Presidents, if any, shall perform such duties as may from time to time be assigned to them by the Board of Directors or the President.

Section 4 - Powers and Duties of Secretary

The Secretary or any Assistant Secretary shall record the proceedings of all meetings of the Board of Directors and of the shareholders in books kept for that purpose. The Secretary shall be the custodian of the corporate seal, and the Secretary or any Assistant Secretary shall affix the same to and countersign papers requiring such acts. The Secretary and any Assistant Secretary shall perform such other duties as may be assigned by the Board of Directors or the President.

 

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Section 5 - Powers and Duties of Treasurer

The Treasurer and any Assistant Treasurer shall have care and custody of all funds of the Corporation and disburse and administer the same under the direction of the Board of Directors, the President, or a designated Vice President, and shall perform such other duties as may be assigned by the Board of Directors, the President, or a designated Vice President.

Section 6 - Voting Shares of Other Corporations

Unless otherwise ordered by the Board of Directors, the President or such proxy as the President may appoint, shall vote all shares which the Corporation may own in another corporation or other entity, and if solicited, shall consent in writing, in the name of the Corporation as such holder, to or against any action by such other corporation or other entity, and if the President himself or herself is not so voting or consenting, the President may instruct such proxy as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as the President may deem necessary or proper in the premises.

Section 7 - Execution of Instruments

The President or any Vice President is authorized to sign and the Secretary or any Assistant Secretary to attest under the corporate seal, on behalf of the Corporation, contracts and other instruments in writing, including bonds and other obligations required in legal proceedings, surety and indemnifying bonds required in the conduct of the business of the Corporation, papers required by the applicable laws of any state with respect to the right to conduct business in such state, and reports required by the applicable laws of the United States or any state, territory, or foreign country.

Section 8 - Officers Appointed by the President

The President may appoint such officers, other than those that shall be elected by the Board of Directors pursuant to Section 1 of this Article IV of these Bylaws, and such agents as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be provided by the Board of Directors or any committee thereof or the President, as the case may be. Any such officer of agent appointed by the President may be removed by the President with or without cause. The President may fill any vacancies in any office appointed by the President occurring for whatever reason.

Section 9 - Delegation

Subject to any restrictions imposed by the Board of Directors, the President or any Vice-President of the Corporation may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

 

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ARTICLE V

Capital Stock

Section 1 - Certificates of Stock

Every shareholder shall be entitled to have a certificate of stock signed by or in the name of the Corporation by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation, and such signatures may be facsimiles, sealed with the Corporation’s seal, certifying the number and class of shares represented by such certificate, and where such certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee, the signatures of the officers may be facsimiles.

In case any officer who shall have signed or whose facsimile signature shall have been placed upon a certificate shall cease to be such officer, whether because of death, resignation or otherwise, before such certificate shall have been issued by the Corporation, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer at the date of issue. If the Corporation is authorized to issue shares of more than one class of stock, the certificate shall state on its face or back that the Corporation will furnish a shareholder upon request and without charge a full statement of the designation, relative rights, preferences and limitations of the shares of each class to be issued, and if the Corporation is authorized to issue any class of shares in a series, the designation, relative rights, preferences and limitations of each series so far as the same have been prescribed and the authority of the Board to designate and prescribe the relative rights, preferences and limitations of other series.

Section 2 - Transfers of Shares

Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate for not more than the same number of shares (appropriately adjusted for any dividends paid in shares of the Corporation, or any subdivision, combination or reclassification of the shares of the Corporation) to the person entitled thereto, cancel the old certificate, and record the transaction upon the books of the Corporation. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

 

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Section 3 - Lost, Stolen, or Destroyed Certificates

The President, Secretary, or any Vice President may approve issuance of replacement stock certificates upon presentation of such documentation and obligation bond(s), if any, as such officer, in his or her discretion, shall deem adequate for the protection of the Corporation.

Section 4 - Transfer Agent and Registrar; Regulations

The Corporation shall, if and whenever the Board of Directors shall so determine, maintain one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors, where the shares of the capital stock of the Corporation shall be directly transferable, or a transfer clerk to act on behalf of the Corporation in connection with such transfers, and also one or more registry offices, each in charge of a registrar designated by the Board of Directors, where such shares of stock shall be registered; and no certificate for shares of the capital stock of the Corporation in respect of which a transfer agent or transfer clerk and registrar shall have been designated shall be valid unless countersigned by such transfer agent or transfer clerk and registered by such registrar, and such signature may be a facsimile. The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Corporation.

Section 5 - Fixing of Record Date

For the purpose of determining (a) shareholders entitled to notice of and to vote at a meeting of shareholders, (b) shareholders entitled to receive payment of any dividend, or (c) shareholders for any other purpose, the Board of Directors may fix, in advance, a date as the record date for any such determination, such date in the case of a meeting to be not more than 60 nor less than 48 hours before the date of the meeting and in any other case to be not more than 60 days before the date of the action to be taken.

If a record date is not fixed, (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given and (b) the record date for determining shareholders for any other purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE VI

Waiver of Notice

Notice of the time, place, and purpose of any meeting of the Board of Directors, a committee thereof, or shareholders may be waived by facsimile transmission or other writing or electronic transmission by those not present, and entitled to vote thereat, either before or after the holding thereof.

 

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ARTICLE VII

Indemnification and Insurance

Section 1 - Right to Indemnification and Advance Payment of Expenses a Contract Right

All rights to indemnification and payment of expenses in advance of the final disposition of any action, suit or proceeding conferred by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws shall be a contract right inuring to the benefit of (i) the person conferred such rights to indemnification and advance payment of expenses by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws, and (ii) such person’s heirs, executors and administrators.

Section 2 - Advance Payment of Expenses

The Corporation shall pay and/or reimburse (as applicable) the reasonable expenses incurred by a director or officer or a former director or officer, or other person designated as entitled to indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws, who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the action, suit or proceeding. Such advance payment of expenses shall be made upon satisfaction of the following (to the extent required by the statutes of the state of incorporation of the CorporationBusiness Corporation Act of the State of Michigan):

(1) the person seeking advance payment of expenses furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(2) the person seeking advance payment of expenses furnishes the Corporation a written undertaking, executed personally or on his or her own behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(3) a determination is made that the facts then known to those making the determination as to the entitlement to advance payment of expenses would not preclude indemnification under the Corporation’s Restated Articles of Incorporation.

 

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The determinations and evaluations under this Section 2 of this Article VII of these Bylaws shall be made in the applicable manner specified in the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws or, if the person seeking advance payment of expenses is party to an indemnification agreement with the Corporation (or any of its subsidiaries), in the applicable manner (if any) specified in such agreement.

Section 3 - Claim of Indemnification and Advance Payment of Expenses

In the event a claimant shall submit to the Corporation a written request for indemnification and/or advance payment of expenses pursuant to the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws and there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification and/or advance payment of expenses is claimed a Change of Control (as hereinafter defined), determination of entitlement to indemnification and/or advance payment of expenses is to be made by Independent Counsel (as hereinafter defined) selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification and/or advance payment of expenses, payment to the claimant shall be made within 10 days after such determination.

Section 4 - Enforcement of Right to Indemnification and Advance Payment of Expenses

If a claim for indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws is not paid in full by the Corporation within thirty days after a written claim requesting such payment has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the Business Corporation Act of the State of Michigan for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or shareholders) to have made a determination prior to the commencement of such action that indemnification and/or advance payment of the expenses of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Business Corporation Act of the State of Michigan, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 5 - Determination of Entitlement to Indemnification and/or Advance Payment of Expenses

If a determination shall have been made pursuant to the Corporation’s Restated Articles of Incorporation or Section 3 of this Article VII of these Bylaws that the claimant is entitled to indemnification and/or advance payment of expenses, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws.

Section 6 - Procedures Not to be Contested

The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws that the procedures and presumptions set forth in the indemnification and other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all such provisions of the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws.

Section 7 - No Retroactive Effect of Amendments

No repeal or modification of the indemnification or other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or of this Article VII of these Bylaws shall in any way diminish or adversely affect the rights of any present, former or future director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

Section 8 - Severability

If any provision or provisions of this Article VII of these Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article VII of these Bylaws (including, without limitation, each portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article VII of these Bylaws (including, without limitation, each such portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

 

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Section 9 - Definitions

For purposes of this Article VII of these Bylaws:

(A) “Change of Control” means:

(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this Section 9(A)(1) of this Article VII of these Bylaws, the following acquisitions shall not constitute a Change of Control (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any other corporation controlled by the Corporation, or (iv) any acquisition by any other corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 9(A)(3) of this Article VII of these Bylaws; or

(2) Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

(3) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Corporation resulting from such Business Combination (including, without limitation, another corporation which as a result of such transaction owns the Corporation or all or substantially all of the

 

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Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(4) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(B) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Article VII of these Bylaws.

Section 10 - Notices

Any notice, request or other communication required or permitted to be given to the Corporation under the indemnification provisions of the Corporation’s Restated Articles of Incorporation or under this Article VII of these Bylaws shall be in writing and either delivered in person or sent by telegram or facsimile transmission, or overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

ARTICLE VIII

Miscellaneous Provisions

Section 1 - Fiscal Year

The fiscal year of the Corporation shall be the 52 or 53 week period that ends on the Saturday closest to each June 30.

 

- 16 -

Section 2 - Reliance Upon Records

In discharging his or her duties, a director or an officer, when acting in good faith, may rely upon the opinion of counsel for the Corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or upon financial statements of the Corporation represented to him or her to be correct by the President or the officer of the Corporation having charge of its books of account, or stated in a written report by an independent or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation.

Section 3 - Checks

All checks, drafts or orders for the payment of money and all notes and acceptances shall be signed by such officer(s) or agent(s) or both as the Board of Directors may from time to time designate. No check, draft, or note shall be signed in blank.

ARTICLE IX

Amendments

To the extent not in conflict or inconsistent with the Restated Articles of Incorporation of the Corporation, these Bylaws may be amended or repealed or new Bylaws may be adopted by a majority of the Board of Directors then in office. So long as the shareholders of the Corporation shall be empowered by applicable law to adopt, amend or repeal bylaws for the Corporation or adopt any provision inconsistent herewith, such action may be taken by the shareholders by the favorable vote of the holders of not less than eighty percent (80%) of the issued and outstanding shares of the common stock of the Corporation unless such action has first been recommended by the favorable vote of at least a majority of the whole Board of Directors.

 

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EX-3.8 7 d772859dex38.htm EX-3.8 EX-3.8

Exhibit 3.8

 

   

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:05 AM 10/31/2012

FILED 08:05 AM 10/31/2012

SRV 121176109 – 3869529 FILE

STATE OF DELAWARE

CERTIFICATE OF TERMINATION OF THE

CERTIFICATE OF AMENDMENT OF THE

CERTIFICATE OF FORMATION

OF

PBM NUTRITIONALS, LLC

The undersigned, being an authorized officer of PBM Nutritionals, LLC, a Delaware limited liability company (the “Company”), for the purpose of terminating the amendment to the Certificate of Formation, under the provisions and subject to the requirements of the State of Delaware Limited Liability Company Act Section 18-206(o), states as follows:

 

  1. The name of the limited liability company is PBM Nutritionals, LLC.

 

  2. A Certificate of Amendment to the Certificate of Formation was filed on October 4, 2012 for the purpose of changing the name of the Company to Perrigo Nutritionals, LLC effective January 1, 2013.

 

  3. The Certificate of Amendment is hereby terminated.

 

  4. The name of the Company shall remain PBM Nutritionals, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Termination as of October 29, 2012.

 

PBM NUTRITIONALS, LLC
By:   /s/ Todd W. Kingma
 

 

Name:   Todd W. Kingma
Its:   Secretary

8679580

   

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:51 PM 10/04/2012

FILED 01:51 PM 10/04/2012

SRV 121100004 – 3869529 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT OF THE

CERTIFICATE OF FORMATION

OF

PBM NUTRITIONALS, LLC

The undersigned, being an authorized officer of PBM Nutritionals, LLC, a Delaware limited liability company (the “Company”), for the purpose of amending the Certificate of Formation, under the provisions and subject to the requirements of the State of Delaware Limited Liability Company Act Section 18-202, states as follows:

1. The name of the limited liability company is PBM Nutritionals, LLC.

2. The First Article of the Certificate of Formation of the Company is hereby amended as follows:

FIRST: The name of the limited liability company is: Perrigo Nutritionals, LLC.

3. The effective date of the name change is January 1, 2013.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of October 4, 2012.

 

PBM NUTRITIONALS, LLC
By:  

/s/ Todd W. Kingma

Name:   Todd W. Kingma
Its:   Secretary

   

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:10 PM 08/03/2005

FILED 02:29 PM 08/03/2005

SRV 050639818 – 3869529 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

 

1. Name of Limited Liability Company: PBM Nutritionals LLC

 

2. The Certificate of Formation of the limited liability company is hereby amended as follows: PBM Nutritionals, LLC.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 3rd day of August, A.D. 2005.

 

By:  

/s/ Scott F. Jamison

  Authorized Person(s)
Name:  

Scott F. Jamison

  Print or Type

CERTIFICATE of FORMATION

of

PBM NUTRITIONALS LLC

UNDER TITLE 6, CHAPTER 18, DELAWARE LIMITED LIABILITY COMPANY ACT, OF THE DELAWARE STATUTES

 

 

 

First:    The name of the limited liability company is:
   PBM NUTRITIONALS LLC
Second:    The address of its registered office in the State of Delaware is 2711 Centerville Road Suite 400, in the City of Wilmington, DE 19808. The name of its Registered agent at such address is Corporation Service Company.

Signed on: October 19, 2004.

 

BY:  

/s/ STEVEN M. GOLDMAN

  STEVEN M. GOLDMAN, Authorized Person

 

     State of Delaware
     Secretary of State
     Division of Corporations
     Delivered 03:58 PM 10/19/2004
842739      FILED 03:32 PM 10/19/2004
     SRV 040753917 – 3869529 FILE
 EX-3.9 8 d772859dex39.htm EX-3.9 EX-3.9

Exhibit 3.9

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

PBM NUTRITIONALS, LLC

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of PBM Nutritionals, LLC (the “Company”) is entered into effective as of this 30th day of April, 2010 by Perrigo Company, a Michigan corporation (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

The Company was formed by filing a Certificate of Formation by Stephen Nesspor, authorized person, on March 12, 2010 (the “Certificate”) with the Delaware Secretary of State, Division of Corporations and the Member entered into a Limited Liability Company Agreement, dated as of March 12, 2010 (the “Original Agreement”). The Member now wishes to amend and restate the Original Agreement in its entirety and hereby agrees as follows:

1. Name. The name of the limited liability company governed hereby is “PBM Nutritionals, LLC”.

2. Certificate. Each of the Member and any Officer (as hereinafter defined) of the Company duly appointed by the Member pursuant to this Agreement is hereby designated as an authorized person within the meaning of the Act. The Member or an Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

4. Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement, including Section 15.

5. Principal Business Office. The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Member.

 

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6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

8. Members. The name and the mailing address of the initial Member is as follows:

 

Name

   

Address

     
Perrigo Company    515 Eastern Avenue   
   Allegan, Michigan 49010   

9. Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until dissolution of the Company in accordance with Section 23 of this Agreement.

10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member, any Officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11. Capital Contributions. The Member is deemed admitted as the sole Member of the Company upon its execution and delivery of this Agreement. The Member is not required to make any initial contribution to the Company.

12. Additional Contributions. The Member is not required to make additional capital contributions to the Company.

13. Capital Accounts. Separate capital accounts shall be maintained for each Member on the books of the Company. Each capital account shall be adjusted to reflect such Member’s shares of allocations and distributions as provided in Section 14 of this Agreement, and any additional capital contributions to the Company or withdrawals of capital from the Company. Such capital accounts shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as interpreted in good faith by the Member.

 

2

14. Allocations and Distributions.

a. Allocations of Profit and Loss. All items of income, gain, loss, deduction and credit shall be allocated among the Member(s) in accordance with their Percentage Interests (as indicated on Schedule A attached hereto).

b. Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member shall determine. Distributions shall be shared among the Member(s) in accordance with their Percentage Interests. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Members on account of their interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

15. Management.

a. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all things necessary to carry out the terms and provisions of this Agreement.

b. The Member may delegate to any person any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the Company as the Member may reasonably determine.

16. Officers. The Member may, from time to time as it deems advisable, appoint one or more officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 16 may be revoked at any time by the Member. The Member hereby appoints the following persons to the respective offices set forth below, to serve, in each case, until resignation or removal:

 

Joseph C. Papa    President
Judy L. Brown    Executive Vice President
John T. Hendrickson    Executive Vice President
Todd W. Kingma    Secretary
Ronald L. Winowiecki    Treasurer
David W. Mason    Assistant Secretary

 

3

17. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. Neither the Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

19. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

20. No Certificates for LLC Interests. The membership interests in the Company shall not be represented by certificates.

21. Termination of Membership. Subject to Section 23, the termination, dissolution, death, bankruptcy or adjudicated incompetency of a Member shall not cause a dissolution of the Company, but the rights of such Member to share in the allocations and distributions, to assign its interest in the Company pursuant to Section 22 and to vote on any matter on which the Member have the right to vote shall, on the happening of such an event, devolve on its legal representative for the purpose of settling its estate or administering its property.

22. Assignments. A Member may not transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest without the prior written consent of the other Members, if any.

 

4

23. Dissolution and Winding Up.

a. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the death, disability, bankruptcy or withdrawal of the last remaining Member and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. Winding Up. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner).

24. Tax Matters Partner. The Member shall be the tax matters partner within the meaning of Section 6231(a)(7) of the Code. All expenses incurred by the tax matters partner in connection with his duties as tax matters partner shall be expenses of the Company.

25. Elections. The Member shall determine the accounting methods and conventions under the tax laws of any and all applicable jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns.

26. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

27. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

28. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

29. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

Signature Page Follows

 

5

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

 

MEMBER:
PERRIGO COMPANY
By:   /s/ Todd W. Kingma
 

 

Name:   Todd W. Kingma
Title:   Secretary

Signature Page to PBM Nutritionals, LLC Amended and Restated Limited Liability Company Agreement

SCHEDULE A

TO THE

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

PBM NUTRITIONALS, LLC

 

Name

    Percentage Interest  

PERRIGO COMPANY

      100 % 
 EX-3.10 9 d772859dex310.htm EX-3.10 EX-3.10

Exhibit 3.10

CERTIFICATE OF FORMATION

OF

PBM PRODUCTS LLC

A LIMITED LIABILITY COMPANY

FIRST: The name of the limited liability company is:

PBM PRODUCTS LLC

SECOND: Its registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and its registered agent at such address is CORPORATION SERVICE COMPANY.

IN WITNESS WHEREOF, the undersigned, being the individual forming the Company, has executed, signed and acknowledged this Certificate of Formation this seventh day of March, A.D. 1996.

 

/s/ Paul Manning

Paul Manning
Authorized Person

 

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:01 AM 03/07/1997

971076385 – 2726443

 EX-3.11 10 d772859dex311.htm EX-3.11 EX-3.11

Exhibit 3.11

OPERATING AGREEMENT

OF

PBM PRODUCTS, LLC

OPERATING AGREEMENT

THIS OPERATING AGREEMENT, dated as of                     , 2004, is made and entered into by PBM Products, LLC, a Delaware limited liability company (the “Company”) and the Members (as such capitalized term and other capitalized terms are defined below in Section 1).

SECTION 1

DEFINITIONS

1.1 Definitions. Any capitalized term used in this Agreement and not otherwise defined herein shall have the meaning ascribed to such term in Exhibit A.

SECTION 2

THE COMPANY

2.1 Purpose. The purpose of the Company is to engage in the sale and distribution of infant formula, nutritional products and other related products, and to engage in such other lawful business activities as the Manager may determine.

2.2 Name. The name of the Company is “PBM Products, LLC.”

2.3 Formation. The Company is a Delaware limited liability company.

2.4 Registered Office; etc. The registered office of the Company is the office so designated in the Certificate of Formation filed with the office of the Delaware Secretary of State or such other office as the Manager shall otherwise designate from time to time. The registered agent of the Company is the Person so designated in the Certificate of Formation filed with the office of the Delaware Secretary of State or such other Person as the Manager shall otherwise designate from time to time. The principal office of the Company is located at The Linney House, 204 North Main Street, Gordonsville, Virginia 22942, or at such other location as may be determined by the Manager from time to time. The Company shall keep all required records of the Company at its principal office.

2.5 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be an agent, partner or joint venture of any other Member, for any purpose except as required by federal or state tax laws, and this Agreement shall not be construed to suggest otherwise. To avoid doubt, however, the Tax Matters Member shall make any applicable election to treat the Company as a partnership for Federal and state income tax purposes and each of the Members hereby consent to any such election.

2.6 Representations and Warranties. Each Member hereby represents and warrants to the other Members and the Company as follows:

(a) Such Member is acquiring (or has required) its, his or her Units for its, his or her own account and it, he or she has the knowledge and experience to evaluate the risks associated with its, his or her investment in the Company;

(b) Such Member acknowledges that its, his or her Units have not been registered under the Securities Act or any state securities laws, and may not be resold or transferred by it, him or her without appropriate registration or the availability of an exemption from such requirements;

(c) Such Member acknowledges that the Company has not given and cannot give any assurances regarding financial or tax advantages that may inure to the benefit of such Member, nor has any assurance been made that existing tax laws and regulations will not be modified in the future;

(d) Such Member has consulted with its, his or her own personal legal and tax advisors to determine such Member’s obligations under and the effects of the transactions contemplated by this Agreement;

(e) To the extent such Member is not an individual, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;

(f) To the extent such Member is not an individual, it has the power and authority (i) to own and does own its property and assets; (ii) to carry on its business as now being conducted; and (iii) to enter into, execute, deliver and perform this Agreement and the Related Documents and to carry out the transactions contemplated by this Agreement and any Related Documents to which it is a party;

(g) To the extent such Member is not an individual, the execution, delivery and performance of this Agreement and the Related Documents to which it is a party have been duly authorized by all necessary corporate or other action;

(h) This Agreement, including the Related Documents, is a valid and binding obligation of such Member enforceable against such Member in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditor rights;

(i) The authorization, execution, delivery and performance of this Agreement and each Related Document to which it, he or she is a party does not conflict with any other agreement or legally binding arrangement to which it, he or she is a party or by which it, he or she or its, his or her assets and properties are bound and will not (A) violate any law, rule, regulation, writ, injunction or decree of any court or governmental authority or, to the extent such Member is not an individual, its certificate of formation, certificate of incorporation, bylaws and/or other organizational documents, (B) result in the breach of any provision of, or constitute a default under, any agreement or instrument to which it, he or she is a party or by which its, his or her property is bound or affected, or (C) require any notice to, filing with, or consent from any Person, other than notices, filings and consents which have been obtained on or prior to the date hereof; and

(j) Such Member holds its, his or her Units in the Company (beneficially or directly) free and clear of all liens, pledges, security interests and other encumbrances, except to the extent approved by the Manager.

2.7 No Liability to Third Parties. Unless otherwise set forth herein, no Member shall be liable for the obligations or liabilities (as such terms are more broadly defined under applicable law) of the Company or of any other Member.

SECTION 3

MEMBERS

3.1 Names; Addresses; Units. The names, addresses and number of Units issued to all Members shall be set forth on Schedule 3.1, which Schedule may be amended from time to time as necessary to, among other things, add, remove or change the names and addresses of Members or Persons who in the future either become, or cease to be, Members. At the option of the Manager, the Units issued to any one or more Members may or may not be certificated.

 

2

3.2 Additional Members. The Manager may admit an Additional Member or Members upon such terms and conditions, including Capital Contributions and number of Units, as are Approved by the Members.

3.3 Power and Authority of Members. Unless otherwise provided for herein or in the Certificate of Formation, no Member, in his, her or its capacity as a Member, has any power or authority to act for or on behalf of the Company or to represent that such Member acts for or on behalf of the Company, including but not limited to with regard to entering into any contract or borrowing, guaranteeing, forgiving or assuming any debt or other obligation, and no such Member (acting solely in such capacity) shall have any powers or duties in respect of the management or operations of the Company.

3.4 Dealings with Affiliates. Each Member understands and acknowledges that the conduct of the Company’s business may involve business dealings and undertakings with Members and their Affiliates. In any of those cases, those dealings and undertakings shall be at arm’s length and on commercially reasonable terms.

3.5 Meetings of and Voting by Members.

(a) A meeting of the Members may be called at any time by the Manager or by any Member, subject to the Approval of the Members (as defined below). Meetings of Members shall be held at the Company’s principal place of business or at any other place determined by the Manager. Not less than two (2) nor more than thirty (30) days before each meeting, the Person calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place, and purpose of the meeting. Notwithstanding the foregoing, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy or by telephone conference call as herein provided. A Member may vote either in person or by written proxy signed by the Member or by its duly authorized attorney in fact or by voice vote by telephone conference call.

(b) Wherever this Agreement requires the approval of the Members, the affirmative vote of Members holding more than fifty (50%) percent of the aggregate of all Units then held by the Members shall be required to approve the matter (“Approval of the Members” or “Approved by the Members”, as applicable).

(c) For purposes of this Agreement, all provisions respecting voting according to Units held by the Members shall refer only to the Units held by the Members in their capacity as Members and not those Units held by a Person merely as assignees or transferees, which assignee or transferee Units shall be disregarded in determining the Units held by the Members. By way of example, if a Person holds ten (10%) percent of the Units in the Company as an assignee who has not been admitted as a substituted Member, then the ten (10%) percent of the Units shall not be deemed to be outstanding for purposes of determining the voting Units held by all of the Members.

(d) In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the consent of Members holding more than fifty (50%) percent of the aggregate of all Units then held by Members; provided that, in accordance with Section 3.5(c), only Units held as a Member and, therefore, entitled to vote, and not Units held merely as assignees or transferees, shall be counted.

 

3

(e) Wherever the Act requires unanimous consent, or the consent of all Members other than the one who is the subject of an action, in order to approve or take any action, that consent shall be given in writing.

(f) In determining whether a matter is Approved by the Members, and in determining whether a percentage of the aggregate of all Units has been reached, the Units of each Member then a Manager and of each Member who or which is an Affiliate of such Manager shall always be included; provided that, in accordance with Section 3.5(c), only Units held as a Member and, therefore, entitled to vote, and not Units held merely as assignees or transferees, shall be counted.

SECTION 4

MANAGEMENT: RIGHTS, POWERS, AND DUTIES

4.1 Management.

(a) Except as otherwise provided in the Act, the Certificate of Formation and this Agreement, the management of the Company shall be vested in a Manager designated by the Members as provided in Section 4.1(b). The Manager need not be a Member of the Company.

(b) The initial Manager of the Company shall be PAUL B. MANNING.

(c) A Manager may be removed for any reason or for no reason and at any time, by a written vote which is Approved by the Members.

(d) In the event any Manager is removed, dies or is unwilling or unable to serve as such, the Members may elect such new Manager by a written vote which is Approved by the Members.

(e) The Manager shall have the power to act for and bind the Company and may execute any documents necessary or desirable to effectuate such action and any person conducting business with the Company shall be entitled to rely on the authority and signature of any Manager.

4.2 Duties of Parties. The Manager shall devote such time to the business and affairs of the Company as is necessary to carry out the Manager’s duties set forth in this Agreement. The Members understand that the duties of the Manager shall only require his attention on a part-time basis.

4.3 Officers. The Manager may appoint such officers who shall have such power and authority as may be specified by the Manager.

4.4 Compensation. The Manager shall be entitled to such compensation as is proposed by the Manager and Approved by the Members.

4.5 Power of Attorney.

(a) Each Member constitutes and appoints the Manager as the Member’s true and lawful attorney-in-fact (“Attorney-in-Fact”), and in the Member’s name, place, and stead, to make, execute, sign, acknowledge, and file:

(i) the Certificate of Formation or any amendment thereto;

 

4

(ii) all such documents or instruments to reflect the admission to the Company of a substituted Member, an additional Member, or the withdrawal of any Member, in the manner prescribed in this Agreement;

(iii) all documents which the Attorney-in-Fact deems appropriate to reflect any amendment, change, or modification of this Agreement;

(iv) any and all other certificates or other instruments required to be filed by the Company under the laws of the State of Delaware or of any other state or jurisdiction, including, without limitation, any certificate or other instrument necessary in order for the Company to qualify and continue to qualify as a limited liability company under the laws of the State of Delaware and in any other jurisdiction in which the Company may be required to qualify;

(v) one or more alternate name certificates; and

(vi) all documents which may be required to dissolve and terminate the Company and to cancel its Certificate of Formation.

(b) Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of a Unit, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge, and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate, or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.

SECTION 5

INDEMNIFICATION

5.1 Limitation of Liability. Except to the extent prohibited under the Act, neither any Member nor the Manager shall be liable, responsible, or accountable, in damages or otherwise, to the Company or any other Member or the Manager for any act performed by such Member or the Manager within the scope of the authority conferred on such Member or the Manager by this Agreement; provided, that the foregoing provision shall not be applicable if a judgment or other final adjudication adverse to such Member or the Manager establishes that his, her or its acts or omissions were committed in bad faith, or were the result of fraud, gross negligence or intentional or willful dishonesty, and were material to the cause of action so adjudicated, or that he, she or it gained in fact a financial profit or other advantage to which he, she or it was not legally entitled.

5.2 Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by law, (i) each Member and the Manager and (ii) each agent, partner, employee, consultant, counsel, representative or affiliate of such Member and the Manager of the Company (or another Person at the request and for the benefit of the Company) or of any of their affiliates (individually an “Indemnified Party”), as follows:

 

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(a) The Company shall indemnify and hold harmless any Indemnified Party from and against any and all Indemnified Costs arising from all proceedings, claims, demands, actions or suits, whether civil, criminal, administrative or investigative (“Action”), in which the Indemnified Party may be involved, or threatened to be involved, as a party or otherwise arising as a result of its status as (i) a Member or the Manager, (ii) any agent, partner, employee, consultant, counsel, representative or affiliate of such Member or the Manager of the Company (or another Person at the request and for the benefit of the Company) or of any of their affiliates, regardless of whether the Indemnified Party continues in such capacity at the time any such liability or expense is paid or incurred, and regardless of whether any such Action is brought by a third party, a Member, the Manager or in the right of the Company; provided, however, no such Person shall be indemnified hereunder for such Indemnified Party’s gross negligence, intentional or willful misconduct or material breach of this Agreement.

(b) The Company shall pay or reimburse, consistent with this Section, in advance of the final disposition of the proceeding any Indemnified Costs incurred by the Indemnified Party in connection with any Action; provided, that the Indemnified Party shall provide to the Company written confirmation that the Indemnified Party shall return all advancements or reimbursements if a judgment or other final adjudication adverse to such Indemnified Party establishes that such Person’s acts or omissions constituted gross negligence, intentional or willful misconduct or material breach of this Agreement.

(c) Notwithstanding any other provision herein, the Company shall pay or reimburse any reasonable Indemnified Costs incurred by an Indemnified Party in connection with a proceeding involving or affecting the Company, whether or not the Indemnified Party is named in such proceeding.

(d) The Company may purchase and maintain insurance on behalf of the Indemnified Parties against any liability asserted against any Indemnified Party and incurred by any Indemnified Party in that capacity or arising out of the Indemnified Party’s status in that capacity, regardless of whether the Company would have the power to indemnify the Indemnified Party against that liability under this Section. The indemnification provided herein shall be in addition to any other rights to which the Indemnified Party may be entitled under any agreement, by approval of the Manager, as a matter of law or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Parties.

(e) An Indemnified Party shall not be denied indemnification in whole or in party because the Indemnified Party had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted under this Agreement.

SECTION 6

CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS

6.1 Members’ Capital Contributions.

(a) The Member shall each contribute to the capital of the Company the amounts described herein. The Capital Contribution will be determined based upon book value of Net Assets (operating assets excluding the investment in PBM Plastics, Inc. and certain cash and cash equivalents less assumed liabilities) of PBM Products, Inc. conveyed to the Company on January 1, 2005 from PBM Products, Inc.

(b) No Member shall be required to make Capital Contributions to the Company in addition to those set forth in Section 6.1(a) above.

 

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6.2 Capital Accounts. A separate Capital Account will be maintained for each Member in accordance with Section 704(b) of the Code and the Regulations thereunder. Without limiting the foregoing, Capital Accounts shall be maintained in accordance with the following provisions:

(a) The aggregate Capital Accounts shall be allocated between the Members so that each Member’s Capital Account (relative to all other Members’ Capital Accounts) shall correspond to such Member’s Sharing Ratio.

(b) To each Member’s Capital Account there shall be credited such Member’s Capital Contributions, such Member’s distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Sections 7.3 or 7.4 hereof, and the amount of any Company liabilities assumed by such Member or which are secured by any Company Property distributed to such Member.

(c) To each Member’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Company Property distributed to such Member pursuant to any provision of this Agreement, such Member’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Sections 7.3 or 7.4 hereof, and the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

(d) In the event any Units are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Units.

(e) In determining the amount of any liability for purposes of Sections 7.2(b) and 7.2(c) hereof, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-l(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Manager shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Company or Members) are computed in order to comply with such Regulations, the Manager may make such modification, provided that such modification will not have any effect on the amounts distributable to any Member pursuant to Section 9 hereof upon the dissolution of the Company. The Manager also shall (i) make any adjustments that are necessary or appropriate to maintain the appropriate relationship between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-l(b)(2)(iv)(g), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-l(b).

6.3 Interest and Return of Capital Contribution. No Member shall receive any interest on its Capital Contribution. Except as otherwise specifically provided for herein, the Members shall not be allowed to withdraw or have refunded any Capital Contribution.

6.4 Restore Negative Capital Accounts. Notwithstanding anything in this Agreement to the contrary, no Member shall be obligated to make or restore the value of any negative Capital Account, whether by loan, Capital Contribution, or otherwise.

 

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SECTION 7

DISTRIBUTIONS, ALLOCATIONS, ELECTIONS AND REPORTS

7.1 Distributions.

(a) Cash and Property may be distributed to the Members in accordance with their Sharing Ratios at such time or times as determined in the discretion of the Manager.

(b) If the Manager determines in good faith that there is a material possibility that the Company may be obligated to pay (or collect and pay over) the amount of any tax with respect to any Member’s share of any income or distributions from the Company, the Company shall pay (or collect and pay over) the amount of such tax to the appropriate taxing authority. Any amount so paid with respect to a Member shall reduce the amount of any distribution that the Member would otherwise be entitled to receive at the time of the payment. If the amount paid with respect to a Member exceeds the amount of distributions then payable to such Member, such excess shall be treated as a loan to the Member from the Company, payable with interest at the rate of three (3) percentage points over the prime rate published from time to time by the Wall Street Journal within ten (10) days after such time that the Company makes payment to the appropriate taxing authority. If for any reason the amount of such loan is not timely paid, then such unpaid amount plus any accrued but unpaid interest thereon shall be set off against any future distributions to which such Member otherwise would have been entitled.

7.2 Allocations Generally. Profits and Losses of the Company shall be allocated as follows:

(a) Profits. After giving effect to the special allocations set forth in Sections 7.3 and 7.4 hereof, Profits for any Fiscal Year shall be allocated to and among the Members relative to their respective Sharing Ratios at such time.

(b) Losses. After giving effect to the special allocations set forth in Sections 7.3 and 7.4 hereof, Losses for any Fiscal Year shall be allocated in the following order and priority:

(i) Except as provided in Section 7.2(b)(ii) below, Losses shall be allocated to and among the Members relative to their respective Sharing Ratios at such time.

(ii) In the event that the allocation of Losses pursuant to Section 7.2(b)(i) would result in a Member having an Adjusted Capital Account Deficit at the end of any Fiscal Year and at such time there are other Members who will not, as a result of such allocation, have an Adjusted Capital Account Deficit, then all Losses in excess of the amount which can be allocated until the foregoing circumstance occurs shall be allocated among the Members who do not have Adjusted Capital Account Deficits on a proportionate basis according to their respective Sharing Ratios until each such Member would similarly be caused to have an Adjusted Capital Account Deficit. At such time as a further allocation of Losses cannot be made without causing such Member to have an Adjusted Capital Account Deficit, then all remaining Losses for such Fiscal Year shall be allocated in accordance with Section 7.2(b)(i).

7.3 Special Allocations. The following special allocations shall be made in the following order:

(a) Minimum Gain Chargeback. Notwithstanding any other provision of this Section 7, if there is a net decrease in Company Minimum Gain during any Fiscal Year, then except as provided in Regulations Sections 1.704-2(f)(2), (3), (4) and (5), each Member shall be specially allocated items of

 

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Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member’s share of the net decrease in Company Minimum Gain during such year determined in accordance with Regulations Section 1.704-2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f)(6). This Section 7.3(a) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

(b) Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Section 7 except Section 7.3(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Company Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Section 1.704-2(i)(4) of the Regulations. This Section 7.3(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i) of the Regulations and shall be interpreted consistently therewith.

(c) Qualified Income Offset. In the event any Member receives any adjustments, allocations, or distributions described in Regulations Section 1.704-l(b)(2)(ii)(d)(4). 1.704-l(b)(2)(ii)(d)(5), or 1.704-l(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 7.3(c) shall only be made if, and only to the extent that, such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 7 have been tentatively made as if this Section 7.3(c) were not in this Agreement.

(d) Gross Income Allocation. In the event any Member has a deficit balance in its Capital Account at the end of any Fiscal Year of the Company that is in excess of the sum of (i) the amount such Member is obligated to restore (pursuant to the terms of the Agreement or otherwise) and (ii) the amount such Member is deemed to be obligated to restore pursuant to the next to last sentence of Regulations Section 1.704-2(g) and the next to last sentence of Regulations Section 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 7.3(d) shall be made if and only to the extent that such Member would have a deficit balance in its Capital Account in excess of such sum after all other allocations provided for in this Section 7 have been tentatively made as if Section 7.3(c) hereof and this Section 7.3(d) were not in the Agreement.

(e) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other period shall be specially allocated to the Members in proportion to their Units.

(f) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. Such allocations shall be made in accordance with, and in the manner set forth in, Regulations Section 1.704-2(i).

 

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(g) Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Sections 1.704-l(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with and in proportion to their Units in the event Regulations Section 1.704-l(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Regulations Section 1.704-l(b)(2)(iv)(m)(4) applies.

(h) Allocations Relating to Taxable Issuance of Units. Any income, gain, loss or deduction realized as a direct or indirect result of the issuance of an interest in the Company by the Company to a Member (the “Issuance Items”) shall be allocated among the Members so that, to the extent possible, the net amount of such Issuance Items, together with all other allocations under this Agreement to each Member, shall be equal to the net amount that would have been allocated to each such Member if the Issuance Items had not been realized.

7.4 Curative Allocations. The allocations set forth in Sections 7.2(b)(ii) (first sentence), 7.3(a), 7.3(b), 7.3(c), 7.3(d), 7.3(e), 7.3(f) and 7.3(g) hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 7.4. Therefore, notwithstanding any other provision of this Section 7 (other than the Regulatory Allocations), the Manager shall make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner determined to be appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to the Sections of this Agreement other than the Regulatory Allocations and this Section. In exercising its discretion under this Section, the Manager shall take into account future Regulatory Allocations under Sections 7.3(a) and 7.3(b) that, although not yet made are likely to offset other Regulatory Allocations previously made under Sections 7.3(e) and 7.3(f).

7.5 Other Allocation Rules.

(a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Manager using any permissible method under Code Section 706 and the Regulations thereunder; provided, that if the interests of the Members change during any period, Profits, Loans and other items resulting from significant transactions shall be allocated to reflect the varying interests of the Members during such period suing an interim closing of the books method.

(b) Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Members, in the same proportions as they share Profits or Losses, as the case may be, for the year.

(c) THE MEMBERS ARE AWARE OF THE INCOME TAX CONSEQUENCES OF THE ALLOCATIONS MADE BY THIS SECTION 7 AND HEREBY AGREE TO BE BOUND BY THE PROVISIONS OF THIS SECTION 7 IN REPORTING THEIR SHARES OF COMPANY INCOME AND LOSS FOR INCOME TAX PURPOSES.

 

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(d) Solely for the purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations Section 1.752-3(a)(3), the Members’ interests in Company profits are in proportion to the Members’ Sharing Ratios.

7.6 Tax Allocations: Code Section 704(c).

(a) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Gross Asset Value.

(b) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder.

(c) Any elections or other decisions relating to such allocations shall be made by the Manager in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 7.6 are solely for purposes of federal, state, and local taxes and shall not affect or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provisions of this Agreement.

7.7 Returns. The Manager shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Members within a reasonable time after the end of the Company’s Fiscal Year.

7.8 Tax Matters Member. The parties hereto agree to the designation of PBM Products, Inc. as the “Tax Matters Member” of the Company to serve as the “tax matters partner” pursuant to Section 6231 of the Code with full power and authority to act on behalf of the Company and the Members in such capacity. Successor Tax Matters Members shall be appointed by the Manager. The Tax Matters Member shall promptly notify and keep all Members informed currently in writing as to the institution and status of any administrative or judicial tax proceedings with respect to the Company. The Tax Matters Member is authorized, but not required, (a) to enter into any settlement with the Internal Revenue Service (“IRS”) with respect to any tax audit or judicial review, and in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members except that such settlement agreement shall not bind any Member who (within the time prescribed pursuant to the Code and regulations thereunder) files a statement with the IRS providing that the Tax Matters Member did not have the authority to enter into a settlement agreement on behalf of such Member; provided, that the Tax Matters Member may not enter into a settlement with the IRS on behalf of any Member who notifies the Tax Matters Member in writing that it will not be bound by such proposed settlement, (b) in the event that a notice of final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located or the United States Claims Court, (c) to intervene in any action brought by any other Member for judicial review of a final adjustment, (d) to file a request for an administrative adjustment with the IRS at any time

 

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and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request, (e) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item, and (f) to take any other action on behalf of the Members of the Company in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The Company shall reimburse the Tax Matters Member for all expenses, including legal and accounting fees incurred in connection with any tax audit or judicial review proceeding with respect to the tax liability of the Members. Each Member who elects to participate in any administrative proceeding, as permitted by Sections 6221 et seq. of the Code, shall be responsible for any expenses incurred by such Member in connection with such participation.

SECTION 8

TRANSFERS, VOLUNTARY RESIGNATION AND INVOLUNTARY WITHDRAWAL

8.1 Transfers.

(a) Except as provided in Section 8.2, no Person may directly or indirectly Transfer all or any portion of or any interest or rights in the Person’s Units, unless all of the following conditions (“Conditions of Transfer”) are satisfied: (i) the Transfer will not require registration of Units under any federal or state securities laws; (ii) the transferee delivers to the Company a written instrument agreeing to be bound by the terms of this Agreement; (iii) unless this requirement is waived by the Manager, the Transfer will not result in the termination of the Company pursuant to Code Section 708; (iv) the transferor or the transferee delivers the following information to the Company: (A) the transferee’s taxpayer identification number; and (B) the transferee’s initial tax basis in the transferred Interest; (v) the transferor and/or transferee shall pay to the Company a transfer fee that is sufficient to pay all reasonable expenses of the Company in connection with the transaction, if required by the Manager; and (vi) the transferor complies with the provisions of Section 8.3 below.

(b) If the Conditions of Transfer are satisfied, then a Member may Transfer to the Person complying with Section 8.1(a) all or any portion of that Person’s Units. Thereafter, the transferee may become a substituted Member in the Company with full membership rights only with the written consent of the Manager.

(c) Each Member hereby acknowledges the reasonableness of the prohibition contained in this Section 8.1 in view of the purposes of the Company and the relationship of the Members. The Transfer of any Units in violation of the prohibition contained in this Section 8.1 shall be deemed invalid, null and void, and of no force or effect. Any Person to whom Units are attempted to be transferred in violation of this Section shall not be entitled to vote on matters coming before the Members, receive distributions from the Company, or have any other rights in or with respect to the Units.

8.2 Permitted Transfers. Any Member may Transfer all or any portion of his or its Units or Interest to any Member at any time or times. Any Member (“Initial Member”) may Transfer, by intervivos or testamentary transfer, or leave by intestacy, all or a portion of his Units in the Company to his spouse, children and/or their issue, outright or in trust (“Family Members”); any Member may Transfer all or any portion of his Units to any partnership, limited liability company, corporation or any other entity in which all the beneficial interests are owned by the transferor and/or any one or more Family Members; and any entity may transfer all or any portion of its Units to any beneficial owner of the entity; provided that the Conditions of Transfer contained in Section 8.1(a) through (v) inclusive are satisfied. In any such event, the transferee shall become a substituted Member in the Company.

 

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8.3 Right of First Refusal.

(a) If a Member (the “Offeror”) desires to transfer all or part of his Units in the Company (the “Offered Units”) he shall notify the Company and the remaining Members that he has received a bona fide written offer (the “Purchase Offer”) from a person (the “Purchaser”) to purchase the Offered Units for a purchase price (the “Offer Price”) denominated and payable in United States dollars at closing or according to specified terms, with or without interest, which offer shall be in writing signed by the Purchaser and shall be irrevocable for a period ending no sooner than the first business day following the end of the Offer Period, as hereinafter defined.

(b) Prior to making any transfer that is subject to the terms of this Section 8.3, the Offeror shall give to the Company and each other Member written notice (the “Offer Notice”) which shall include a copy of the Purchase Offer and an offer (the “Firm Offer”) to sell the Offered Units to the other Members (the “Offerees”) for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any earnest money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered Interest) to be provided by the Purchaser for any deferred portion of the Offer Price.

(c) The Firm Offer shall be irrevocable for a period (the “Offer Period”) ending at 11:59 P.M., local time at the Company’s principal place of business, on the thirtieth (30th) day following the day the Offer Notice is received by the Company.

(d) At any time during the first twenty-five (25) days of the Offer Period, any Offeree may accept the Firm Offer as to all or any portion of the Offered Units, by giving written notice of such acceptance to the Offeror and each other Offeree and the Company, which notice shall indicate the maximum Offered Units that such Offeree is willing to purchase. In the event that Offerees (“Accepting Offerees”), in the aggregate, accept the Firm Offer with respect to all of the Offered Units, the Firm Offer shall be deemed to be accepted and each Accepting Offeree shall be deemed to have accepted the Firm Offer as to that portion of the Offered Interest that corresponds to the ratio of the share of the Offered Units that such Accepting Offeree indicated a willingness to purchase to the aggregate shares of the Offered Units that all Accepting Offerees indicated a willingness to purchase. If Offerees do not accept the Firm Offer as to all of the Offered Units during the first twenty-five (25) days of the Offer Period, then the Company shall have the option to purchase such remaining Offered Units by giving written notice of such acceptance to all of the Accepting Offerees and the Offeror prior to the expiration of the Offer Period. If the Company does not accept the Firm Offer as to all such remaining Offered Units, the Firm Offer shall be deemed to be rejected in its entirety.

(e) In the event that the Firm Offer is accepted, the closing of the sale of the Offered Units shall take place within thirty (30) days after the Firm Offer is accepted or, if later, the date of closing set forth in the Purchase Offer. The Company and the Members shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Offered Units pursuant to the terms of the Firm Offer and this Section 8.3.

(f) If the Firm Offer is not accepted in the manner hereinabove provided, the Offeror may sell the Offered Units to the Purchaser at any time within sixty (60) days after the last day of the Offer Period, provided that such sale shall be made on terms no more favorable to the Purchaser than the terms contained in the Purchase Offer and provided further that such sale complies with the other terms, conditions, and restrictions of this Agreement that are not expressly made inapplicable to sales occurring under this Section 8.3. In the event that the Offered Units are not sold in accordance with the terms of the

 

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9.1 In General. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following: (a) the happening of any event specified in Section 801 of the Act, the Certificate of Formation or this Agreement or (b) the direction of the Manager to dissolve the Company.

9.2 Winding Up. Upon dissolution, the Company shall cease carrying on its business and affairs and shall proceed to the orderly liquidation of the Company’s assets and termination of the Company, and the proceeds of such sale or other disposition of assets, together with other available proceeds shall be applied and distributed in the following order of priority unless otherwise required by the Act (i) to the expenses of liquidation; (ii) to the payment or provision for payments of all liabilities and obligations of the Company; (iii) to the establishment of any reserves deemed reasonable or necessary to provide for any contingent or unforeseen liabilities or obligations of the Company; and (iv) the balance as a distribution to the Members relative to their respective Sharing Ratios.

9.3 Other Remedies. Nothing in this Section 9 shall limit a Member’s right to enforce any provision of this Agreement by an action at law or equity, nor, subject to Section 5, shall an election to dissolve the Company pursuant to this Section 9 relieve any Member of any liability for any prior or subsequent breach of this Agreement or a related agreement.

SECTION 10

MISCELLANEOUS PROVISIONS

10.1 Notifications. Any notice, demand, consent, election, offer, approval, request, or other communication (collectively a “notice”) required or permitted under this Agreement must be in writing and either delivered personally or sent by overnight express mail, certified or registered mail, postage prepaid, return receipt requested or by Federal Express or similar courier service providing receipt against delivery. A notice must be addressed to a Member at the Member’s last known address on the records of the Company. A notice to the Company must be addressed to the Company’s principal office. A notice delivered personally will be deemed given upon receipt and a notice delivered by Federal Express or similar service will be deemed given one (1) business day after it is sent. A notice that is sent by mail will be deemed given three (3) business days after it is mailed. Any party may designate, by notice to all of the others in the manner set forth herein, substitute addresses or addressees for notices; and, thereafter, notices are to be directed to those substitute addresses or addressees.

10.2 Bank Accounts. The Company shall maintain such bank accounts as the Manager may determine to be appropriate from time to time.

10.3 Books of Account and Records. Proper and complete records and books of account shall be kept or shall be caused to be kept by the Manager, in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in such detail and completeness as is customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the principal office of the Company.

10.4 Governing Law; Jurisdiction.

(a) THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD

 

15

CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

(b) The parties to this Agreement agree that any and all actions arising under or in respect of this Agreement shall be litigated exclusively in any federal or state court of competent jurisdiction located in the Commonwealth of Virginia. By execution and delivery of this Agreement, each party to this Agreement irrevocably submits to the personal and exclusive jurisdiction of such courts for itself, and in respect of its property with respect to such action. Each party to this Agreement agrees that venue would be proper in any of such courts, and hereby waives any objection that any such court is an improper or inconvenient forum for the resolution of any such action.

10.5 Amendments. Except as expressly provided otherwise herein or prohibited under applicable law, this Agreement may be amended only with the consent of the Manager and the written Approval of the Members; provided that no amendment shall increase the liability or required Capital Contributions of a Member without the express written consent of that Member.

10.6 Specific Performance. The parties recognize that irreparable injury will result from a breach of any provision of this Agreement and that money damages will be inadequate to remedy fully the injury. Accordingly, in the event of a breach or threatened breach of one or more of the provisions of this Agreement, any party who may be injured (in addition to any other remedies which may be available to that party) shall be entitled to one or more preliminary or permanent orders (a) restraining and enjoining any act which would constitute a breach or (b) compelling the performance of any obligation which, if not performed, would constitute a breach.

10.7 Execution of Additional Instruments. Each Member shall execute all such certificates and other documents and shall do all such filing, recording, publishing, and other acts as the Manager deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation, or holding of the property of the Company.

10.8 Construction. Whenever the singular is used in this Agreement and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa.

10.9 Headings. The Section headings contained in this Agreement are inserted for convenience of reference purposes only and shall not affect the meaning or interpretation of this Agreement.

10.10 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

10.11 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any Member or the Company shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

 

16

10.12 Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

10.13 Heirs, Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

10.14 Creditors and Third-Party Beneficiaries. Nothing in this Agreement, whether expressed or implied, is intended to confer on any person other than the parties hereto or their respective permitted successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. Without limiting the generality of the foregoing, none of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company.

10.15 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument.

10.16 Entire Agreement. This Agreement (together with any other agreement expressly referenced herein) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral and written, between or among the parties hereto.

10.17 Waiver of Partition. Each Member agrees that irreparable damage would be done to the Company if any Member brought an action in court to dissolve the Company. Accordingly, each Member agrees that he, she or it shall not, either directly or indirectly, take any action to require partition or appraisal of the Company or of any of the assets or properties of the Company, and notwithstanding any provisions of this Agreement to the contrary, each Member (and his, her or its successors and assigns) accepts the provisions of the Agreement as his, her or its sole entitlement on termination, dissolution and/or liquidation of the Company and hereby irrevocably waives any and all rights to maintain any action for partition or to compel any sale or other liquidation with respect to his, her or its interest, in or with respect to, any assets or properties of the Company. Each Member agrees that he, she or it will not petition a court for the dissolution, termination or liquidation of the Company.

10.18 Representation; Waiver and Indemnification. All the parties hereto acknowledge their knowledge and understanding of, and agreement to, the fact that the Company has been represented by the law firm of Sills Cummis Epstein & Gross P.C. (“Sills Cummis”) with respect to this Agreement. All of the parties further acknowledge that Sills Cummis has in the past and continues to represent some of the Members of the Company and that Steven Goldman, one of the Members of the Company, is also a member of Sills Cummis. The parties understand and accept responsibility for the fact that they have substantial conflicting interests. They have been advised by Sills Cummis of their right to and need for independent counsel and with full knowledge and understanding, some have declined to retain independent counsel. The parties have read and fully understand the terms, conditions and provisions of this Agreement. They acknowledge that all the terms, conditions and provisions of this Agreement have

 

17

been accepted by them without any influence whatsoever by any attorney associated with Sills Cummis. The parties acknowledge and understand that this Agreement is necessary to preserve harmony and continuity with respect to the management of the Company. As part of the consideration for the Company’s representation by Sills Cummis in this matter, and for performing the legal work necessary to implement this Agreement, the parties hereby waive any conflicts of interest on the part of Sills Cummis, and all its past, present and future shareholders, members, directors, officers and employees and release, hold harmless and indemnify such firm and its past, present and future shareholders, members, directors, officers and employees from, any claims of or relating to any conflict of interest made by any of the parties or any of their heirs, assignees, administrators, legal or personal representatives, executors or successors based upon such firm’s representation of the Company and involvement in the transactions which are the subject of this Agreement. This waiver, release and indemnification shall be binding upon the parties hereto and their heirs, executors, administrators, successors and assignees, and shall inure to the benefit of all past, present and future shareholders, members, directors, officers and employees of Sills Cummis and all such shareholders’, members’, directors’, officers’ and employees’ heirs, executors, administrators, successors and assignees.

[signature page follows]

 

18

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the date set forth hereinabove.

WITNESS:

 

LOGO

    PBM PRODUCTS, LLC (“Company”)
     
     
     
     
    By:  

/s/ PAUL B. MANNING

      PAUL B. MANNING, MANAGER
     

LOGO

    PBM PRODUCTS, INC (“Member”)
     
     
    By:  

/s/ PAUL B. MANNING

      PAUL B. MANNING, PRESIDENT & CEO

 

Signature Page

EXHIBIT A

DEFINITIONS

The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided in this Agreement):

“Act” shall mean the Delaware Limited Liability Company Act, as amended and in force from time to time.

“Additional Member” shall mean any Person who, after the execution of this Agreement, is issued Units by the Company in exchange for a Capital Contribution and is admitted to the Company as a Member.

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

(i) Credit to such Capital Account any amounts which such Member is obligated to restore (pursuant to the terms of this Agreement or otherwise) within the meaning of Regulations Section 1.704-l(b)(2)(ii)(c), or is deemed to be obligated to restore pursuant to the next to last sentence of Regulations Section 1.704-2(g) or the next to last sentence of Regulations Section 1.704-2(i)(5), respectively; and

(ii) Debit to such Capital Account the items described in Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5), and 1.704-l(b)(2)(ii)(d)(6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-l(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

“Agreement” shall mean this Operating Agreement of PBM Products, LLC, including all exhibits and schedules attached hereto, as it may be amended, restated or supplemented from time to time.

“Capital Account” as of any given date shall mean the Capital Account calculated and maintained by the Company for each Member as specified in Section 7.

“Capital Contribution” shall mean any contribution to the capital of the Company by a Member in cash or property, whenever made.

“Certificate of Formation” shall mean the Certificate of Formation of the Company as filed and amended with the Office of the Treasurer of State of the State of Delaware.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or corresponding provisions of subsequent superseding federal revenue laws.

“Company” shall mean PBM Products, LLC, a Delaware limited liability company.

“Company Minimum Gain” shall have the meaning set forth in Regulations Section 1.704-2(b)(2) and 1.704-2(d) with respect to partnership minimum gain.

 

Exhibit A – Page 1

“Depreciation” means, for each Fiscal Year or other period as specified herein, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year of other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method determined by the Manager.

“Entity” shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or other similar association.

“Fiscal Year” shall mean the Company’s fiscal year, which shall be the calendar year, unless determined otherwise by the Manager.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i) The Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, taking into account such factors as liabilities and obligations that may be associated with such asset, as determined by the contributing Member and the Manager;

(ii) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Manager, as of the following times: (A) the acquisition of an additional interest in the Company following its initial capitalization by any new or existing Member in exchange for more than a de minimus Capital Contribution; (B) the distribution by the Company to a Member of more than a de minimus amount of Company Property as consideration for an interest in the Company; and (C) the liquidation of the Company within the meaning of Regulations Section 1.704-l(b)(2)(ii)(g); provided, however, that the adjustments pursuant to clauses (A) and (B) above shall be made only if the Manager reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(iii) The Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution, taking into account such factors as liabilities and obligations that may be associated with such asset; and

(iv) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-l(b)(2)(iv)(m) and Section 7.3(g) hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent the Manager determines that an adjustment pursuant to subparagraph (ii) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (i), (ii) or (iv) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

 

Exhibit A – Page 2

“Indemnified Costs” shall mean any loss, liability, claim, damage, judgment, penalty, cost (including reasonable costs of investigation) and reasonable expenses (including legal fees).

“Involuntary Withdrawal” means, with respect to any Member, the occurrence of any of the following events:

(v) the Member makes an assignment for the benefit of creditors;

(vi) the Member files a voluntary petition in bankruptcy;

(vii) the Member is adjudged bankrupt or insolvent or there is entered against the Member an order for relief in any bankruptcy or insolvency proceeding;

(viii) the Member files a petition seeking for the Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

(ix) the Member files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in any proceeding described in subsections (i) through (iv) of this definition;

(x) the Member seeks, consents to, or acquiesces in the appointment of a trustee for, receiver for, or liquidation of the Member or of all or any substantial part of the Member’s properties;

(xi) one hundred twenty (120) days after the commencement of any proceeding instituted against the Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, if the proceeding has not been dismissed, or the appointment of a trustee, receiver, or liquidator for the Member or all or any substantial part of the Member’s properties without the Member’s agreement or acquiescence, which appointment is not vacated or stayed within ninety (90) days or, if the appointment is stayed within ninety (90) days, after the expiration of the stay during which period the appointment is not vacated;

(xii) if the Member is acting as a Member by virtue of being a trustee of a trust, the termination of the trust;

(xiii) if the Member is a partnership or limited liability company, the dissolution and commencement of winding up of the partnership or limited liability company;

(xiv) if the Member is a corporation, the dissolution of the corporation or the revocation of its certificate of incorporation;

 

Exhibit A – Page 3

(xv) if the Member is an estate, the distribution by the fiduciary of the estate’s entire interest in the limited liability company; or

(xvi) if the Member is an individual, the death of the Member or the adjudication by a court of competent jurisdiction that the Member is incompetent to manage the Member’s person or property.

“Manager” shall mean the Person designated as such pursuant to Section 4 of the Agreement..

“Member” shall mean a Person who executes a counterpart of this Agreement as a Member; any Person who may hereafter become an Additional Member; provided that for purposes of determining Capital Accounts, allocations of profits and losses and distributions, Member shall include an assignee of a Unit who has not been admitted as a substituted Member.

“Member Nonrecourse Debt” shall have the meaning set forth in Regulations Section 1.704-2(b)(4) with respect to partner nonrecourse debt.

“Member Nonrecourse Debt Minimum Gain” shall mean an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i) of the Regulations.

“Member Nonrecourse Deductions” has the meaning set forth in Regulations Sections 1.704-2(i)(l) and (2). The amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for a Company Fiscal Year equals the amount of the net increase in the amount of Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt during that Fiscal Year, reduced (but not below zero) by the proceeds of such Member Nonrecourse Debt distributed during that Fiscal Year to the Member that bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for such Member Nonrecourse Debt that are both attributable to such Member Nonrecourse Debt and are allocable to an increase in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined according to the provisions of Regulations Section 1.704-2(i)(3).

“Nonrecourse Deductions” shall have the meaning set forth in Section 1.704-2(b)(l) and 1.704-2(c) of the Regulations. The amount of Nonrecourse Deductions for a Fiscal Year equals the net increase in the amount of Company Gain during that Fiscal Year (determined according to the provisions of Section 1.704-2(d) of the Regulations), reduced (but not below zero) by the aggregate amount of any distributions during such Fiscal Year of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain (determined according to the provisions of Section 1.704-2(h) of the Regulations).

“Nonrecourse Liability” shall have the meaning set forth in Regulations Section 1.704-2(b)(3).

“Person” shall mean any natural person or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such Person where the context so admits.

 

Exhibit A – Page 4

“Profits” and “Losses” means, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss, as the case may be, for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-l(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss;

(iii) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(iv) Gain or loss resulting from any disposition of Company Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period, computed in accordance with the definition of Depreciation;

(vi) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required pursuant to Regulation Section 1.704-l(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s Units in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(vii) Notwithstanding any other provisions of this definition, any items which are specially allocated pursuant to Section 7.3 or Section 7.4 hereof shall not be taken into account in computing Profits or Losses.

“Property” shall mean all real and personal property, whether tangible or intangible, of any kind or nature, owned by the Company.

“Regulations” means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Related Document” shall mean any Exhibit or Schedule to this Agreement or any document executed in connection with this Agreement by or on behalf of a Member to the other Members (including delivery to any of its lawful representatives).

 

Exhibit A – Page 5

“Securities Act” shall mean the United States Securities Act of 1933, as amended, or any successor statute thereto.

“Sharing Ratio” means, at any time with respect to a Member, a fraction (expressed as a percentage) and represented by the following formula: “A/B” where:

A = The total number of Units held by such Member at such time

B = The total number of issued and outstanding Units existing at such time, whether held by Members or assignees.

“Unit” mean the unit representing the ownership interest in the Company together with all rights corresponding to such ownership interest as set forth in this Agreement and under the Act.

 

Exhibit A – Page 6

Schedule 3.1

Members’ Names, Addresses and Number of Units and Capital Contributions

 

Name and Address

   

Number of Units

   

Capital Contributions

PBM Products, Inc.

    100,000    100% of Net Assets of PBM Products, Inc as defined in Section 6.1(a)
 EX-3.12 11 d772859dex312.htm EX-3.12 EX-3.12

Exhibit 3.12

 

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:18 AM 12/15/2010

FILED 10:18 AM 12/15/2010

SRV 101190542 - 3996643 FILE

State of Delaware

Certificate of Correction

of a Limited Liability Company

to be filed pursuant to Section 18-211(a)

 

1. The name of the Limited Liability Company is: PEN INTERNATIONAL HOLDINGS, LLC.

 

2. That a Certificate of FORMATION was filed by the Secretary of State of Delaware on 11/22/2010, and that said Certificate requires correction as permitted by Section 18-211 of the Limited Liability Company Act.

 

3. The inaccuracy or defect of said Certificate is: (must give specific reason)

The definition of the effective time of formation was omitted from the Certificate of Formation.

 

4. The Certificate is hereby corrected to read as follows:

The effective time of formation of the Limited Liability Company is 5:00 PM Eastern Standard Time on November 26, 2010.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 14th day of December, A.D. 2010.

 

By:   /s/ Todd W. Kingma
  Authorized Person
Name:   Todd W. Kingma
  Print or Type

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

 

  •   First: The name of the limited liability company is PBM INTERNATIONAL HOLDINGS, LLC

 

  •   Second: The address of its registered office in the State of Delaware is 2711 CENTERVILLE RD #400 in the City of WILMINGTON Zip Code 19808.

The name of its Registered agent at such address is CORPORATION SERVICE COMPANY

 

  •   Third: (Insert any other matters the members determine to include herein.)

 

 
       

In Witness Whereof, the undersigned have executed this Certificate of Formation this 28th day of October, 2010.

 

By:   /s/ Todd W. Kingma
  Authorized Person(s)

 

Name:   Todd W. Kingma
  Typed or Printed
 EX-3.13 12 d772859dex313.htm EX-3.13 EX-3.13

Exhibit 3.13

LIMITED LIABILITY COMPANY AGREEMENT

OF

PBM INTERNATIONAL HOLDINGS, LLC

This Limited Liability Company Agreement (this “Agreement”) of PBM INTERNATIONAL HOLDINGS, LLC is entered into effective as of November 26, 2010 by PBM HOLDINGS, LLC, a Delaware limited liability company (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

1. Name. The name of the limited liability company governed hereby is PBM INTERNATIONAL HOLDINGS, LLC (the “Company”).

2. Certificates. The Company was incorporated as PBM International Holdings, Inc. pursuant to Delaware General Corporation Law on July 7, 2005. On November 22, 2010, PBM International Holdings, Inc. filed a Certificate of Conversion with the Secretary of State of the State of Delaware converting PBM International Holdings, Inc. to a limited liability company effective as of November 26, 2010.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

4. Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement.

5. Principal Business Office. The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

8. Members. The name and the mailing address of the initial Member is as follows:

   

Name

   

Address

     
  PBM Holdings, LLC    204 N. Main St.   
     Gordonsville, VA 22942   

9. Term. The term of the Company shall continue until dissolution of the Company in accordance with Section 23 of this Agreement.

10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member, any Officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11. Capital Contributions. The Member is deemed admitted as the sole Member of the Company upon its execution and delivery of this Agreement. The Member is not required to make any initial contribution to the Company.

12. Additional Contributions. The Member is not required to make additional capital contributions to the Company.

13. Capital Accounts. Separate capital accounts shall be maintained for each Member on the books of the Company. Each capital account shall be adjusted to reflect such Member’s shares of allocations and distributions as provided in Section 14 of this Agreement, and any additional capital contributions to the Company or withdrawals of capital from the Company. Such capital accounts shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as interpreted in good faith by the Member.

14. Allocations and Distributions.

a. Allocations of Profit and Loss. All items of income, gain, loss, deduction and credit shall be allocated among the Member(s) in accordance with their Percentage Interests (as indicated on Schedule A attached hereto).

b. Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member shall determine. Distributions shall be shared among the Member(s) in accordance with their Percentage Interests. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Members on account of their interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

15. Management.

a. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all things necessary to carry out the terms and provisions of this Agreement.

b. The Member may delegate to any person any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the Company as the Member may reasonably determine.

16. Officers. The Member may, from time to time as it deems advisable, appoint one or more officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 16 may be revoked at any time by the Member. The Member hereby appoints the following persons to the respective offices set forth below, to serve, in each case, until resignation or removal:

 

  Joseph C. Papa    President   
  Judy L. Brown    Executive Vice President   
  John T. Hendrickson    Executive Vice President   
  Scott R. Rush    Vice President   
  Todd W. Kingma    Secretary   
  Ronald L. Winowiecki    Treasurer   
  David W. Mason    Assistant Secretary   

17. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. Neither the Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the

scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

19. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

20. No Certificates for LLC Interests. The membership interests in the Company shall not be represented by certificates.

21. Termination of Membership. Subject to Section 23, the termination, dissolution, death, bankruptcy or adjudicated incompetency of a Member shall not cause a dissolution of the Company, but the rights of such Member to share in the allocations and distributions, to assign its interest in the Company pursuant to Section 21 and to vote on any matter on which the Member have the right to vote shall, on the happening of such an event, devolve on its legal representative for the purpose of settling its estate or administering its property.

22. Assignments. A Member may not transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest without the prior written consent of the other Members, if any.

23. Dissolution and Winding Up.

a. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the death, disability, bankruptcy or withdrawal of the last remaining Member and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. Winding Up. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner).

24. Tax Matters Partner. The Member shall be the tax matters partner within the meaning of Section 6231 (a)(7) of the Code. All expenses incurred by the tax matters partner in connection with his duties as tax matters partner shall be expenses of the Company.

25. Elections. The Member shall determine the accounting methods and conventions under the tax laws of any and all applicable jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns.

26. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

27. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

28. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

29. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

 

MEMBER:
PBM HOLDINGS, LLC
By:  

/s/ Judy L. Brown

Name: Judy L. Brown
Its: Executive Vice President

SCHEDULE A

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

PBM INTERNATIONAL HOLDINGS, LLC

 

Name

    Percentage Interest  

PBM HOLDINGS, LLC

      100 % 
 EX-3.14 13 d772859dex314.htm EX-3.14 EX-3.14

Exhibit 3.14

 

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:18 AM 12/15/2010

FILED 10:18 AM 12/15/2010

SRV 101190597 – 3596833 FILE

State of Delaware

Certificate of Correction

of a Limited Liability Company

to be filed pursuant to Section 18-211(a)

 

1. The name of the Limited Liability Company is: PBM FOODS, LLC.

 

2. That a Certificate of FORMATION was filed by the Secretary of State of Delaware on 11/22/2010, and that said Certificate requires correction as permitted by Section 18-211 of the Limited Liability Company Act.

 

3. The inaccuracy or defect of said Certificate is: (must give specific reason)

The definition of the effective time of formation was omitted from the Certificate of Formation.

 

4. The Certificate is hereby corrected to read as follows:

The effective time of formation of the Limited Liability Company is 5:00 PM Eastern Standard Time on November 26, 2010.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 14th day of December, A.D. 2010.

 

By:   /s/ Todd W. Kingma
  Authorized Person
Name:   Todd W. Kingma
  Print or Type

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

 

  •   First: The name of the limited liability company is PBM FOODS, LLC

 

  •   Second: The address of its registered office in the State of Delaware is 2711 CENTERVILLE RD #400 in the City of WILMINGTON Zip Code 19808.

The name of its Registered agent at such address is CORPORATION SERVICE COMPANY.

 

  •   Third: (Insert any other matters the members determine to include herein.)

 

 
       

In Witness Whereof, the undersigned have executed this Certificate of Formation this 28th day of October, 2010.

 

By:   /s/ Todd W. Kingma
  Authorized Person(s)
Name:   Todd W. Kingma
  Typed or Printed
 EX-3.15 14 d772859dex315.htm EX-3.15 EX-3.15

Exhibit 3.15

LIMITED LIABILITY COMPANY AGREEMENT

OF

PBM FOODS, LLC

This Limited Liability Company Agreement (this “Agreement”) of PBM FOODS, LLC is entered into effective as of November 26, 2010 by PBM HOLDINGS, LLC, a Delaware limited liability company (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

1. Name. The name of the limited liability company governed hereby is PBM FOODS, LLC (the “Company”).

2. Certificates. The Company was incorporated as PBM Foods, Inc. pursuant to Delaware General Corporation Law on December 12, 2002. On November 22, 2010, PBM Foods, Inc. filed a Certificate of Conversion with the Secretary of State of the State of Delaware converting PBM Foods, Inc. to a limited liability company effective as of November 26, 2010.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

4. Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement.

5. Principal Business Office. The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

8. Members. The name and the mailing address of the initial Member is as follows:

 

Name

   

Address

PBM Holdings, LLC

   

204 N. Main St.

Gordonsville, VA 22942

9. Term. The term of the Company shall continue until dissolution of the Company in accordance with Section 23 of this Agreement.

10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member, any Officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11. Capital Contributions. The Member is deemed admitted as the sole Member of the Company upon its execution and delivery of this Agreement. The Member is not required to make any initial contribution to the Company.

12. Additional Contributions. The Member is not required to make additional capital contributions to the Company.

13. Capital Accounts. Separate capital accounts shall be maintained for each Member on the books of the Company. Each capital account shall be adjusted to reflect such Member’s shares of allocations and distributions as provided in Section 14 of this Agreement, and any additional capital contributions to the Company or withdrawals of capital from the Company. Such capital accounts shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as interpreted in good faith by the Member.

14. Allocations and Distributions.

a. Allocations of Profit and Loss. All items of income, gain, loss, deduction and credit shall be allocated among the Member(s) in accordance with their Percentage Interests (as indicated on Schedule A attached hereto).

b. Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member shall determine. Distributions shall be shared among the Member(s) in accordance with their Percentage Interests. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Members on account of their interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

15. Management.

a. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all things necessary to carry out the terms and provisions of this Agreement.

b. The Member may delegate to any person any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the Company as the Member may reasonably determine.

16. Officers. The Member may, from time to time as it deems advisable, appoint one or more officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 16 may be revoked at any time by the Member. The Member hereby appoints the following persons to the respective offices set forth below, to serve, in each case, until resignation or removal:

 

Joseph C. Papa

   President

Judy L. Brown

   Executive Vice President

John T. Hendrickson

   Executive Vice President

Scott R. Rush

   Vice President

Todd W. Kingma

   Secretary

Ronald L. Winowiecki

   Treasurer

David W. Mason

   Assistant Secretary

17. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. Neither the Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full

extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

19. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

20. No Certificates for LLC Interests. The membership interests in the Company shall not be represented by certificates.

21. Termination of Membership. Subject to Section 23, the termination, dissolution, death, bankruptcy or adjudicated incompetency of a Member shall not cause a dissolution of the Company, but the rights of such Member to share in the allocations and distributions, to assign its interest in the Company pursuant to Section 21 and to vote on any matter on which the Member have the right to vote shall, on the happening of such an event, devolve on its legal representative for the purpose of settling its estate or administering its property.

22. Assignments. A Member may not transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest without the prior written consent of the other Members, if any.

23. Dissolution and Winding Up.

a. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the death, disability, bankruptcy or withdrawal of the last remaining Member and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. Winding Up. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner).

24. Tax Matters Partner. The Member shall be the tax matters partner within the meaning of Section 6231(a)(7) of the Code. All expenses incurred by the tax matters partner in connection with his duties as tax matters partner shall be expenses of the Company.

25. Elections. The Member shall determine the accounting methods and conventions under the tax laws of any and all applicable jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns.

26. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

27. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

28. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

29. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

 

MEMBER:
PBM HOLDINGS, LLC
By:  

/s/ Judy L. Brown

Name:   Judy L. Brown
Its:   Executive Vice President

SCHEDULE A

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

PBM FOODS, LLC

 

Name

    Percentage Interest  

PBM HOLDINGS, LLC

      100 % 
 EX-3.16 15 d772859dex316.htm EX-3.16 EX-3.16

Exhibit 3.16

 

   

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:00 AM 11/14/2005

FILED 08:55 AM 11/14/2005

SRV 050922983 – 4059939 FILE

CERTIFICATE OF FORMATION

OF

LIMITED LIABILITY COMPANY

FIRST. The name of the limited liability company is:

PBM CHINA HOLDINGS, LLC

SECOND. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington. The name of its Registered Agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 14th day of November, 2005.

 

 

/s/ Lynn CanneLongo

  Lynn CanneLongo
  Authorized Person
 EX-3.17 16 d772859dex317.htm EX-3.17 EX-3.17

Exhibit 3.17

OPERATING AGREEMENT

OF

PBM CHINA HOLDINGS, LLC

TABLE OF CONTENTS

 

         Page  
SECTION 1  

DEFINITIONS

      1   

1.1

  

Definitions

      1   
SECTION 2  

THE COMPANY

      1   

2.1

  

Purpose

      1   

2.2

  

Name

      1   

2.3

  

Formation

      1   

2.4

  

Registered Office; etc

      1   

2.5

  

No State-Law Partnership

      1   

2.6

  

Representations and Warranties

      1   

2.7

  

No Liability to Third Parties

      2   
SECTION 3  

MEMBERS

      2   

3.1

  

Names; Addresses; Units

      2   

3.2

  

Additional Members

      3   

3.3

  

Power and Authority of Members

      3   

3.4

  

Dealings with Affiliates

      3   

3.5

  

Meetings of and Voting by Members

      3   
SECTION 4  

MANAGEMENT: RIGHTS, POWERS, AND DUTIES

      4   

4.1

  

Management

      4   

4.2

  

Duties of Parties

      4   

4.3

  

Officers

      4   

4.4

  

Compensation

      4   

4.5

  

Power of Attorney

      4   
SECTION 5  

INDEMNIFICATION

      5   

5.1

  

Limitation of Liability

      5   

5.2

  

Indemnification

      6   
SECTION 6  

CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS

      6   

6.1

  

Members’ Capital Contributions

      6   

6.2

  

Capital Accounts

      7   

6.3

  

Interest and Return of Capital Contribution

      7   

6.4

  

Restore Negative Capital Accounts

      7   

 

-i-

TABLE OF CONTENTS

(continued)

 

         Page  
SECTION 7  

DISTRIBUTIONS, ALLOCATIONS, ELECTIONS AND REPORTS

      8   

7.1

  

Distributions

      8   

7.2

  

Allocations Generally

      8   

7.3

  

Special Allocations

      8   

7.4

  

Curative Allocations

      10   

7.5

  

Other Allocation Rules

      10   

7.6

  

Tax Allocations: Code Section 704(c)

      11   

7.7

  

Returns

      11   

7.8

  

Tax Matters Member

      11   
SECTION 8  

TRANSFERS, VOLUNTARY RESIGNATION AND INVOLUNTARY WITHDRAWAL

      12   

8.1

  

Transfers

      12   

8.2

  

Permitted Transfers

      12   

8.3

  

Right of First Refusal

      13   

8.4

  

Voluntary Resignation

      14   

8.5

  

Effect of Involuntary Withdrawal

      14   

8.6

  

Rights of Unadmitted Assignees

      14   
SECTION 9  

DISSOLUTION

      15   

9.1

  

In General

      15   

9.2

  

Winding Up

      15   

9.3

  

Other Remedies

      15   
SECTION 10  

MISCELLANEOUS PROVISIONS

      15   

10.1

  

Notifications

      15   

10.2

  

Bank Accounts

      15   

10.3

  

Books of Account and Records

      15   

10.4

  

Governing Law; Jurisdiction

      15   

10.5

  

Amendments

      16   

10.6

  

Specific Performance

      16   

10.7

  

Execution of Additional Instruments

      16   

 

-ii-

TABLE OF CONTENTS

(continued)

 

         Page  

10.8

  

Construction

      16   

10.9

  

Headings

      16   

10.10

  

Waivers

      16   

10.11

  

Rights and Remedies Cumulative

      16   

10.12

  

Severability

      17   

10.13

  

Heirs, Successors and Assigns

      17   

10.14

  

Creditors and Third-Party Beneficiaries

      17   

10.15

  

Counterparts

      17   

10.16

  

Entire Agreement

      17   

10.17

  

Waiver of Partition

      17   

10.18

  

Representation; Waiver and Indemnification

      17   

 

-iii-

OPERATING AGREEMENT

THIS OPERATING AGREEMENT, dated as of November 14, 2005, is made and entered into by PBM China Holdings, LLC, a Delaware limited liability company (the “Company”) and the Members (as such capitalized term and other capitalized terms are defined below in Section 1).

SECTION 1

DEFINITIONS

1.1 Definitions. Any capitalized term used in this Agreement and not otherwise defined herein shall have the meaning ascribed to such term in Exhibit A.

SECTION 2

THE COMPANY

2.1 Purpose. The purpose of the Company is to engage in the sale and distribution of infant formula, nutritional products and other related products, and to engage in such other lawful business activities as the Manager may determine.

2.2 Name. The name of the Company is “PBM China Holdings, LLC.”

2.3 Formation. The Company is a Delaware limited liability company.

2.4 Registered Office; etc. The registered office of the Company is the office so designated in the Certificate of Formation filed with the office of the Delaware Secretary of State or such other office as the Manager shall otherwise designate from time to time. The registered agent of the Company is the Person so designated in the Certificate of Formation filed with the office of the Delaware Secretary of State or such other Person as the Manager shall otherwise designate from time to time. The principal office of the Company is located at The Linney House, 204 North Main Street, Gordonsville, Virginia 22942, or at such other location as may be determined by the Manager from time to time. The Company shall keep all required records of the Company at its principal office.

2.5 No State-Law Partnership. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be an agent, partner or joint venture of any other Member, for any purpose except as required by federal or state tax laws, and this Agreement shall not be construed to suggest otherwise. To avoid doubt, however, the Tax Matters Member shall make any applicable election to treat the Company as a partnership for Federal and state income tax purposes and each of the Members hereby consent to any such election.

2.6 Representations and Warranties. Each Member hereby represents and warrants to the other Members and the Company as follows:

(a) Such Member is acquiring (or has required) its, his or her Units for its, his or her own account and it, he or she has the knowledge and experience to evaluate the risks associated with its, his or her investment in the Company;

(b) Such Member acknowledges that its, his or her Units have not been registered under the Securities Act or any state securities laws, and may not be resold or transferred by it, him or her without appropriate registration or the availability of an exemption from such requirements;

(c) Such Member acknowledges that the Company has not given and cannot give any assurances regarding financial or tax advantages that may inure to the benefit of such Member, nor has any assurance been made that existing tax laws and regulations will not be modified in the future;

(d) Such Member has consulted with its, his or her own personal legal and tax advisors to determine such Member’s obligations under and the effects of the transactions contemplated by this Agreement;

(e) To the extent such Member is not an individual, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;

(f) To the extent such Member is not an individual, it has the power and authority (i) to own and does own its property and assets; (ii) to carry on its business as now being conducted; and (iii) to enter into, execute, deliver and perform this Agreement and the Related Documents and to carry out the transactions contemplated by this Agreement and any Related Documents to which it is a party;

(g) To the extent such Member is not an individual, the execution, delivery and performance of this Agreement and the Related Documents to which it is a party have been duly authorized by all necessary corporate or other action;

(h) This Agreement, including the Related Documents, is a valid and binding obligation of such Member enforceable against such Member in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditor rights;

(i) The authorization, execution, delivery and performance of this Agreement and each Related Document to which it, he or she is a party does not conflict with any other agreement or legally binding arrangement to which it, he or she is a party or by which it, he or she or its, his or her assets and properties are bound and will not (A) violate any law, rule, regulation, writ, injunction or decree of any court or governmental authority or, to the extent such Member is not an individual, its certificate of formation, certificate of incorporation, bylaws and/or other organizational documents, (B) result in the breach of any provision of, or constitute a default under, any agreement or instrument to which it, he or she is a party or by which its, his or her property is bound or affected, or (C) require any notice to, filing with, or consent from any Person, other than notices, filings and consents which have been obtained on or prior to the date hereof; and

(j) Such Member holds its, his or her Units in the Company (beneficially or directly) free and clear of all liens, pledges, security interests and other encumbrances, except to the extent approved by the Manager.

2.7 No Liability to Third Parties. Unless otherwise set forth herein, no Member shall be liable for the obligations or liabilities (as such terms are more broadly defined under applicable law) of the Company or of any other Member.

SECTION 3

MEMBERS

3.1 Names; Addresses; Units. The names, addresses and number of Units issued to all Members shall be set forth on Schedule 3.1, which Schedule may be amended from time to time as necessary to, among other things, add, remove or change the names and addresses of Members or Persons who in the future either become, or cease to be, Members. At the option of the Manager, the Units issued to any one or more Members may or may not be certificated.

 

2

3.2 Additional Members. The Manager may admit an Additional Member or Members upon such terms and conditions, including Capital Contributions and number of Units, as are Approved by the Members.

3.3 Power and Authority of Members. Unless otherwise provided for herein or in the Certificate of Formation, no Member, in his, her or its capacity as a Member, has any power or authority to act for or on behalf of the Company or to represent that such Member acts for or on behalf of the Company, including but not limited to with regard to entering into any contract or borrowing, guaranteeing, forgiving or assuming any debt or other obligation, and no such Member (acting solely in such capacity) shall have any powers or duties in respect of the management or operations of the Company.

3.4 Dealings with Affiliates. Each Member understands and acknowledges that the conduct of the Company’s business may involve business dealings and undertakings with Members and their Affiliates. In any of those cases, those dealings and undertakings shall be at arm’s length and on commercially reasonable terms.

3.5 Meetings of and Voting by Members.

(a) A meeting of the Members may be called at any time by the Manager or by any Member, subject to the Approval of the Members (as defined below). Meetings of Members shall be held at the Company’s principal place of business or at any other place determined by the Manager. Not less than two (2) nor more than thirty (30) days before each meeting, the Person calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place, and purpose of the meeting. Notwithstanding the foregoing, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy or by telephone conference call as herein provided. A Member may vote either in person or by written proxy signed by the Member or by its duly authorized attorney in fact or by voice vote by telephone conference call.

(b) Wherever this Agreement requires the approval of the Members, the affirmative vote of Members holding more than fifty (50%) percent of the aggregate of all Units then held by the Members shall be required to approve the matter (“Approval of the Members” or “Approved by the Members”, as applicable).

(c) For purposes of this Agreement, all provisions respecting voting according to Units held by the Members shall refer only to the Units held by the Members in their capacity as Members and not those Units held by a Person merely as assignees or transferees, which assignee or transferee Units shall be disregarded in determining the Units held by the Members. By way of example, if a Person holds ten (10%) percent of the Units in the Company as an assignee who has not been admitted as a substituted Member, then the ten (10%) percent of the Units shall not be deemed to be outstanding for purposes of determining the voting Units held by all of the Members.

(d) In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the consent of Members holding more than fifty (50%) percent of the aggregate of all Units then held by Members; provided that, in accordance with Section 3.5(c), only Units held as a Member and, therefore, entitled to vote, and not Units held merely as assignees or transferees, shall be counted.

 

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(e) Wherever the Act requires unanimous consent, or the consent of all Members other than the one who is the subject of an action, in order to approve or take any action, that consent shall be given in writing.

(f) In determining whether a matter is Approved by the Members, and in determining whether a percentage of the aggregate of all Units has been reached, the Units of each Member then a Manager and of each Member who or which is an Affiliate of such Manager shall always be included; provided that, in accordance with Section 3.5(c), only Units held as a Member and, therefore, entitled to vote, and not Units held merely as assignees or transferees, shall be counted.

SECTION 4

MANAGEMENT: RIGHTS, POWERS, AND DUTIES

4.1 Management.

(a) Except as otherwise provided in the Act, the Certificate of Formation and this Agreement, the management of the Company shall be vested in a Manager designated by the Members as provided in Section 4.1(b). The Manager need not be a Member of the Company.

(b) The initial Manager of the Company shall be PAUL B. MANNING.

(c) A Manager may be removed for any reason or for no reason and at any time, by a written vote which is Approved by the Members.

(d) In the event any Manager is removed, dies or is unwilling or unable to serve as such, the Members may elect such new Manager by a written vote which is Approved by the Members.

(e) The Manager shall have the power to act for and bind the Company and may execute any documents necessary or desirable to effectuate such action and any person conducting business with the Company shall be entitled to rely on the authority and signature of any Manager.

4.2 Duties of Parties. The Manager shall devote such time to the business and affairs of the Company as is necessary to carry out the Manager’s duties set forth in this Agreement. The Members understand that the duties of the Manager shall only require his attention on a part-time basis.

4.3 Officers. The Manager may appoint such officers who shall have such power and authority as may be specified by the Manager.

4.4 Compensation. The Manager shall be entitled to such compensation as is proposed by the Manager and Approved by the Members.

4.5 Power of Attorney.

(a) Each Member constitutes and appoints the Manager as the Member’s true and lawful attorney-in-fact (“Attorney-in-Fact”), and in the Member’s name, place, and stead, to make, execute, sign, acknowledge, and file:

(i) the Certificate of Formation or any amendment thereto;

 

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(ii) all such documents or instruments to reflect the admission to the Company of a substituted Member, an additional Member, or the withdrawal of any Member, in the manner prescribed in this Agreement;

(iii) all documents which the Attorney-in-Fact deems appropriate to reflect any amendment, change, or modification of this Agreement;

(iv) any and all other certificates or other instruments required to be filed by the Company under the laws of the State of Delaware or of any other state or jurisdiction, including, without limitation, any certificate or other instrument necessary in order for the Company to qualify and continue to qualify as a limited liability company under the laws of the State of Delaware and in any other jurisdiction in which the Company may be required to qualify;

(v) one or more alternate name certificates; and

(vi) all documents which may be required to dissolve and terminate the Company and to cancel its Certificate of Formation.

(b) Irrevocability. The foregoing power of attorney is irrevocable and is coupled with an interest, and, to the extent permitted by applicable law, shall survive the death or disability of a Member. It also shall survive the Transfer of a Unit, except that if the transferee is approved for admission as a Member, this power of attorney shall survive the delivery of the assignment for the sole purpose of enabling the Attorney-in-Fact to execute, acknowledge, and file any documents needed to effectuate the substitution. Each Member shall be bound by any representations made by the Attorney-in-Fact acting in good faith pursuant to this power of attorney, and each Member hereby waives any and all defenses which may be available to contest, negate, or disaffirm the action of the Attorney-in-Fact taken in good faith under this power of attorney.

SECTION 5

INDEMNIFICATION

5.1 Limitation of Liability. Except to the extent prohibited under the Act, neither any Member nor the Manager shall be liable, responsible, or accountable, in damages or otherwise, to the Company or any other Member or the Manager for any act performed by such Member or the Manager within the scope of the authority conferred on such Member or the Manager by this Agreement; provided, that the foregoing provision shall not be applicable if a judgment or other final adjudication adverse to such Member or the Manager establishes that his, her or its acts or omissions were committed in bad faith, or were the result of fraud, gross negligence or intentional or willful dishonesty, and were material to the cause of action so adjudicated, or that he, she or it gained in fact a financial profit or other advantage to which he, she or it was not legally entitled.

 

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5.2 Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by law, (i) each Member and the Manager and (ii) each agent, partner, employee, consultant, counsel, representative or affiliate of such Member and the Manager of the Company (or another Person at the request and for the benefit of the Company) or of any of their affiliates (individually an “Indemnified Party”), as follows:

(a) The Company shall indemnify and hold harmless any Indemnified Party from and against any and all Indemnified Costs arising from all proceedings, claims, demands, actions or suits, whether civil, criminal, administrative or investigative (“Action”), in which the Indemnified Party may be involved, or threatened to be involved, as a party or otherwise arising as a result of its status as (i) a Member or the Manager, (ii) any agent, partner, employee, consultant, counsel, representative or affiliate of such Member or the Manager of the Company (or another Person at the request and for the benefit of the Company) or of any of their affiliates, regardless of whether the Indemnified Party continues in such capacity at the time any such liability or expense is paid or incurred, and regardless of whether any such Action is brought by a third party, a Member, the Manager or in the right of the Company; provided, however, no such Person shall be indemnified hereunder for such Indemnified Party’s gross negligence, intentional or willful misconduct or material breach of this Agreement.

(b) The Company shall pay or reimburse, consistent with this Section, in advance of the final disposition of the proceeding any Indemnified Costs incurred by the Indemnified Party in connection with any Action; provided, that the Indemnified Party shall provide to the Company written confirmation that the Indemnified Party shall return all advancements or reimbursements if a judgment or other final adjudication adverse to such Indemnified Party establishes that such Person’s acts or omissions constituted gross negligence, intentional or willful misconduct or material breach of this Agreement.

(c) Notwithstanding any other provision herein, the Company shall pay or reimburse any reasonable Indemnified Costs incurred by an Indemnified Party in connection with a proceeding involving or affecting the Company, whether or not the Indemnified Party is named in such proceeding.

(d) The Company may purchase and maintain insurance on behalf of the Indemnified Parties against any liability asserted against any Indemnified Party and incurred by any Indemnified Party in that capacity or arising out of the Indemnified Party’s status in that capacity, regardless of whether the Company would have the power to indemnify the Indemnified Party against that liability under this Section. The indemnification provided herein shall be in addition to any other rights to which the Indemnified Party may be entitled under any agreement, by approval of the Manager, as a matter of law or otherwise, and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Parties.

(e) An Indemnified Party shall not be denied indemnification in whole or in party because the Indemnified Party had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted under this Agreement.

SECTION 6

CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS

6.1 Members’ Capital Contributions.

(a) The Member shall each contribute to the capital of the Company the amounts described herein. The Capital Contribution will be determined based upon book value of Net Assets (operating assets excluding the investment in PBM Plastics, Inc. and certain cash and cash equivalents less assumed liabilities) of PBM Products, Inc. conveyed to the Company on January 1, 2005 from PBM Products, Inc.

(b) No Member shall be required to make Capital Contributions to the Company in addition to those set forth in Section 6.1(a) above.

 

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6.2 Capital Accounts. A separate Capital Account will be maintained for each Member in accordance with Section 704(b) of the Code and the Regulations thereunder. Without limiting the foregoing. Capital Accounts shall be maintained in accordance with the following provisions:

(a) The aggregate Capital Accounts shall be allocated between the Members so that each Member’s Capital Account (relative to all other Members’ Capital Accounts) shall correspond to such Member’s Sharing Ratio.

(b) To each Member’s Capital Account there shall be credited such Member’s Capital Contributions, such Member’s distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Sections 7.3 or 7.4 hereof, and the amount of any Company liabilities assumed by such Member or which are secured by any Company Property distributed to such Member.

(c) To each Member’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Company Property distributed to such Member pursuant to any provision of this Agreement, such Member’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Sections 7.3 or 7.4 hereof, and the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

(d) In the event any Units are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Units.

(e) In determining the amount of any liability for purposes of Sections 7.2(b) and 7.2(c) hereof, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Manager shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Company or Members) are computed in order to comply with such Regulations, the Manager may make such modification, provided that such modification will not have any effect on the amounts distributable to any Member pursuant to Section 9 hereof upon the dissolution of the Company. The Manager also shall (i) make any adjustments that are necessary or appropriate to maintain the appropriate relationship between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(g), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

6.3 Interest and Return of Capital Contribution. No Member shall receive any interest on its Capital Contribution. Except as otherwise specifically provided for herein, the Members shall not be allowed to withdraw or have refunded any Capital Contribution.

6.4 Restore Negative Capital Accounts. Notwithstanding anything in this Agreement to the contrary, no Member shall be obligated to make or restore the value of any negative Capital Account, whether by loan, Capital Contribution, or otherwise.

 

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SECTION 7

DISTRIBUTIONS, ALLOCATIONS, ELECTIONS AND REPORTS

7.1 Distributions.

(a) Cash and Property may be distributed to the Members in accordance with their Sharing Ratios at such time or times as determined in the discretion of the Manager.

(b) If the Manager determines in good faith that there is a material possibility that the Company may be obligated to pay (or collect and pay over) the amount of any tax with respect to any Member’s share of any income or distributions from the Company, the Company shall pay (or collect and pay over) the amount of such tax to the appropriate taxing authority. Any amount so paid with respect to a Member shall reduce the amount of any distribution that the Member would otherwise be entitled to receive at the time of the payment. If the amount paid with respect to a Member exceeds the amount of distributions then payable to such Member, such excess shall be treated as a loan to the Member from the Company, payable with interest at the rate of three (3) percentage points over the prime rate published from time to time by the Wall Street Journal within ten (10) days after such time that the Company makes payment to the appropriate taxing authority. If for any reason the amount of such loan is not timely paid, then such unpaid amount plus any accrued but unpaid interest thereon shall be set off against any future distributions to which such Member otherwise would have been entitled.

7.2 Allocations Generally. Profits and Losses of the Company shall be allocated as follows:

(a) Profits. After giving effect to the special allocations set forth in Sections 7.3 and 7.4 hereof, Profits for any Fiscal Year shall be allocated to and among the Members relative to their respective Sharing Ratios at such time.

(b) Losses. After giving effect to the special allocations set forth in Sections 7.3 and 7.4 hereof, Losses for any Fiscal Year shall be allocated in the following order and priority:

(i) Except as provided in Section 7.2(b)(ii) below, Losses shall be allocated to and among the Members relative to their respective Sharing Ratios at such time.

(ii) In the event that the allocation of Losses pursuant to Section 7.2(b)(i) would result in a Member having an Adjusted Capital Account Deficit at the end of any Fiscal Year and at such time there are other Members who will not, as a result of such allocation, have an Adjusted Capital Account Deficit, then all Losses in excess of the amount which can be allocated until the foregoing circumstance occurs shall be allocated among the Members who do not have Adjusted Capital Account Deficits on a proportionate basis according to their respective Sharing Ratios until each such Member would similarly be caused to have an Adjusted Capital Account Deficit. At such time as a further allocation of Losses cannot be made without causing such Member to have an Adjusted Capital Account Deficit, then all remaining Losses for such Fiscal Year shall be allocated in accordance with Section 7.2(b)(i).

7.3 Special Allocations. The following special allocations shall be made in the following order:

(a) Minimum Gain Chargeback. Notwithstanding any other provision of this Section 7, if there is a net decrease in Company Minimum Gain during any Fiscal Year, then except as provided in Regulations Sections 1.704-2(f)(2), (3), (4) and (5), each Member shall be specially allocated items of

 

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Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member’s share of the net decrease in Company Minimum Gain during such year determined in accordance with Regulations Section 1.704-2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f)(6). This Section 7.3(a) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

(b) Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Section 7 except Section 7.3(a), if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Company Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to the portion of such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt determined in accordance with Regulations Section 1.704- 2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Section 1.704-2(i)(4) of the Regulations. This Section 7.3(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i) of the Regulations and shall be interpreted consistently therewith.

(c) Qualified Income Offset. In the event any Member receives any adjustments, allocations, or distributions described in Regulations Section 1.704-1(b)(2)(ii)(d)(4). 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 7.3(c) shall only be made if, and only to the extent that, such Member would have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 7 have been tentatively made as if this Section 7.3(c) were not in this Agreement.

(d) Gross Income Allocation. In the event any Member has a deficit balance in its Capital Account at the end of any Fiscal Year of the Company that is in excess of the sum of (i) the amount such Member is obligated to restore (pursuant to the terms of the Agreement or otherwise) and (ii) the amount such Member is deemed to be obligated to restore pursuant to the next to last sentence of Regulations Section 1.704-2(g) and the next to last sentence of Regulations Section 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 7.3(d) shall be made if and only to the extent that such Member would have a deficit balance in its Capital Account in excess of such sum after all other allocations provided for in this Section 7 have been tentatively made as if Section 7.3(c) hereof and this Section 7.3(d) were not in the Agreement.

(e) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other period shall be specially allocated to the Members in proportion to their Units.

(f) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any Fiscal Year or other period shall be allocated to the Member(s) who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable. Such allocations shall be made in accordance with, and in the manner set forth in, Regulations Section 1.704-2(i).

 

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(g) Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Sections 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with and in proportion to their Units in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(h) Allocations Relating to Taxable Issuance of Units. Any income, gain, loss or deduction realized as a direct or indirect result of the issuance of an interest in the Company by the Company to a Member (the “Issuance Items”) shall be allocated among the Members so that, to the extent possible, the net amount of such Issuance Items, together with all other allocations under this Agreement to each Member, shall be equal to the net amount that would have been allocated to each such Member if the Issuance Items had not been realized.

7.4 Curative Allocations. The allocations set forth in Sections 7.2(b)(ii) (first sentence), 7.3(a), 7.3(b), 7.3(c), 7.3(d), 7.3(e), 7.3(f) and 7.3(g) hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 7.4. Therefore, notwithstanding any other provision of this Section 7 (other than the Regulatory Allocations), the Manager shall make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner determined to be appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to the Sections of this Agreement other than the Regulatory Allocations and this Section. In exercising its discretion under this Section, the Manager shall take into account future Regulatory Allocations under Sections 7.3(a) and 7.3(b) that, although not yet made are likely to offset other Regulatory Allocations previously made under Sections 7.3(e) and 7.3(f).

7.5 Other Allocation Rules.

(a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Manager using any permissible method under Code Section 706 and the Regulations thereunder; provided, that if the interests of the Members change during any period, Profits, Loans and other items resulting from significant transactions shall be allocated to reflect the varying interests of the Members during such period suing an interim closing of the books method.

(b) Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Members, in the same proportions as they share Profits or Losses, as the case may be, for the year.

(c) THE MEMBERS ARE AWARE OF THE INCOME TAX CONSEQUENCES OF THE ALLOCATIONS MADE BY THIS SECTION 7 AND HEREBY AGREE TO BE BOUND BY THE PROVISIONS OF THIS SECTION 7 IN REPORTING THEIR SHARES OF COMPANY INCOME AND LOSS FOR INCOME TAX PURPOSES.

(d) Solely for the purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations Section 1.752-3(a)(3), the Members’ interests in Company profits are in proportion to the Members’ Sharing Ratios.

 

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7.6 Tax Allocations: Code Section 704(c).

(a) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Gross Asset Value.

(b) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder.

(c) Any elections or other decisions relating to such allocations shall be made by the Manager in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 7.6 are solely for purposes of federal, state, and local taxes and shall not affect or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provisions of this Agreement.

7.7 Returns. The Manager shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Members within a reasonable time after the end of the Company’s Fiscal Year.

7.8 Tax Matters Member. The parties hereto agree to the designation of PBM Products, Inc. as the “Tax Matters Member” of the Company to serve as the “tax matters partner” pursuant to Section 6231 of the Code with full power and authority to act on behalf of the Company and the Members in such capacity. Successor Tax Matters Members shall be appointed by the Manager. The Tax Matters Member shall promptly notify and keep all Members informed currently in writing as to the institution and status of any administrative or judicial tax proceedings with respect to the Company. The Tax Matters Member is authorized, but not required, (a) to enter into any settlement with the Internal Revenue Service (“IRS”) with respect to any tax audit or judicial review, and in the settlement agreement the Tax Matters Member may expressly state that such agreement shall bind all Members except that such settlement agreement shall not bind any Member who (within the time prescribed pursuant to the Code and regulations thereunder) files a statement with the IRS providing that the Tax Matters Member did not have the authority to enter into a settlement agreement on behalf of such Member; provided, that the Tax Matters Member may not enter into a settlement with the IRS on behalf of any Member who notifies the Tax Matters Member in writing that it will not be bound by such proposed settlement, (b) in the event that a notice of final administrative adjustment at the Company level of any item required to be taken into account by a Member for tax purposes (a “final adjustment”) is mailed to the Tax Matters Member, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Company’s principal place of business is located or the United States Claims Court, (c) to intervene in any action brought by any other Member for judicial review of a final adjustment, (d) to file a request for an administrative adjustment with the IRS at any time

 

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and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request, (e) to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Member for tax purposes, or an item affected by such item, and (f) to take any other action on behalf of the Members of the Company in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. The Company shall reimburse the Tax Matters Member for all expenses, including legal and accounting fees incurred in connection with any tax audit or judicial review proceeding with respect to the tax liability of the Members. Each Member who elects to participate in any administrative proceeding, as permitted by Sections 6221 et seq. of the Code, shall be responsible for any expenses incurred by such Member in connection with such participation.

SECTION 8

TRANSFERS, VOLUNTARY RESIGNATION AND INVOLUNTARY WITHDRAWAL

8.1 Transfers.

(a) Except as provided in Section 8.2, no Person may directly or indirectly Transfer all or any portion of or any interest or rights in the Person’s Units, unless all of the following conditions (“Conditions of Transfer”) are satisfied: (i) the Transfer will not require registration of Units under any federal or state securities laws; (ii) the transferee delivers to the Company a written instrument agreeing to be bound by the terms of this Agreement; (iii) unless this requirement is waived by the Manager, the Transfer will not result in the termination of the Company pursuant to Code Section 708; (iv) the transferor or the transferee delivers the following information to the Company: (A) the transferee’s taxpayer identification number; and (B) the transferee’s initial tax basis in the transferred Interest; (v) the transferor and/or transferee shall pay to the Company a transfer fee that is sufficient to pay all reasonable expenses of the Company in connection with the transaction, if required by the Manager; and (vi) the transferor complies with the provisions of Section 8.3 below.

(b) If the Conditions of Transfer are satisfied, then a Member may Transfer to the Person complying with Section 8.1(a) all or any portion of that Person’s Units. Thereafter, the transferee may become a substituted Member in the Company with full membership rights only with the written consent of the Manager.

(c) Each Member hereby acknowledges the reasonableness of the prohibition contained in this Section 8.1 in view of the purposes of the Company and the relationship of the Members. The Transfer of any Units in violation of the prohibition contained in this Section 8.1 shall be deemed invalid, null and void, and of no force or effect. Any Person to whom Units are attempted to be transferred in violation of this Section shall not be entitled to vote on matters coming before the Members, receive distributions from the Company, or have any other rights in or with respect to the Units.

8.2 Permitted Transfers. Any Member may Transfer all or any portion of his or its Units or Interest to any Member at any time or times. Any Member (“Initial Member”) may Transfer, by inter vivos or testamentary transfer, or leave by intestacy, all or a portion of his Units in the Company to his spouse, children and/or their issue, outright or in trust (“Family Members”); any Member may Transfer all or any portion of his Units to any partnership, limited liability company, corporation or any other entity in which all the beneficial interests are owned by the transferor and/or any one or more Family Members; and any entity may transfer all or any portion of its Units to any beneficial owner of the entity; provided that the Conditions of Transfer contained in Section 8.1(a) through (v) inclusive are satisfied. In any such event, the transferee shall become a substituted Member in the Company.

 

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8.3 Right of First Refusal.

(a) If a Member (the “Offeror”) desires to transfer all or part of his Units in the Company (the “Offered Units”) he shall notify the Company and the remaining Members that he has received a bona fide written offer (the “Purchase Offer”) from a person (the “Purchaser”) to purchase the Offered Units for a purchase price (the “Offer Price”) denominated and payable in United States dollars at closing or according to specified terms, with or without interest, which offer shall be in writing signed by the Purchaser and shall be irrevocable for a period ending no sooner than the first business day following the end of the Offer Period, as hereinafter defined.

(b) Prior to making any transfer that is subject to the terms of this Section 8.3, the Offeror shall give to the Company and each other Member written notice (the “Offer Notice”) which shall include a copy of the Purchase Offer and an offer (the “Firm Offer”) to sell the Offered Units to the other Members (the “Offerees”) for the Offer Price, payable according to the same terms as (or more favorable terms than) those contained in the Purchase Offer, provided that the Firm Offer shall be made without regard to the requirement of any earnest money or similar deposit required of the Purchaser prior to closing, and without regard to any security (other than the Offered Interest) to be provided by the Purchaser for any deferred portion of the Offer Price.

(c) The Firm Offer shall be irrevocable for a period (the “Offer Period”) ending at 11:59 P.M., local time at the Company’s principal place of business, on the thirtieth (30th) day following the day the Offer Notice is received by the Company.

(d) At any time during the first twenty-five (25) days of the Offer Period, any Offeree may accept the Firm Offer as to all or any portion of the Offered Units, by giving written notice of such acceptance to the Offeror and each other Offeree and the Company, which notice shall indicate the maximum Offered Units that such Offeree is willing to purchase. In the event that Offerees (“Accepting Offerees”), in the aggregate, accept the Firm Offer with respect to all of the Offered Units, the Firm Offer shall be deemed to be accepted and each Accepting Offeree shall be deemed to have accepted the Firm Offer as to that portion of the Offered Interest that corresponds to the ratio of the share of the Offered Units that such Accepting Offeree indicated a willingness to purchase to the aggregate shares of the Offered Units that all Accepting Offerees indicated a willingness to purchase. If Offerees do not accept the Firm Offer as to all of the Offered Units during the first twenty-five (25) days of the Offer Period, then the Company shall have the option to purchase such remaining Offered Units by giving written notice of such acceptance to all of the Accepting Offerees and the Offeror prior to the expiration of the Offer Period. If the Company does not accept the Firm Offer as to all such remaining Offered Units, the Firm Offer shall be deemed to be rejected in its entirety.

(e) In the event that the Firm Offer is accepted, the closing of the sale of the Offered Units shall take place within thirty (30) days after the Firm Offer is accepted or, if later, the date of closing set forth in the Purchase Offer. The Company and the Members shall execute such documents and instruments as may be necessary or appropriate to effect the sale of the Offered Units pursuant to the terms of the Firm Offer and this Section 8.3.

(f) If the Firm Offer is not accepted in the manner hereinabove provided, the Offeror may sell the Offered Units to the Purchaser at any time within sixty (60) days after the last day of the Offer Period, provided that such sale shall be made on terms no more favorable to the Purchaser than the terms contained in the Purchase Offer and provided further that such sale complies with the other terms, conditions, and restrictions of this Agreement that are not expressly made inapplicable to sales occurring under this Section 8.3. In the event that the Offered Units are not sold in accordance with the terms of the preceding sentence, the Offered Units shall again become subject to all of the conditions and restrictions of this Section 8.3.

 

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(g) All sales pursuant to a Purchase Offer shall be made in accordance with applicable federal and state securities laws and the remaining Members can require the Offeror to furnish to the remaining Members, at the Offeror’s expense, an opinion of counsel, reasonably acceptable as to the form, substance and issuer thereof, that such sale is exempt from applicable federal and state securities registration requirements. All Units sold pursuant to this Section 8.3 to a proposed Purchaser shall continue to be subject to the terms of this Agreement.

(h) In the event that the Firm Offer is accepted but an Accepting Offeree and/or the Company breaches its obligation to purchase the Offered Units pursuant to the terms of the Firm Offer and this Section 8.3, the Offeror shall notify in writing (the “Default Notice”) each other Accepting Offerees and/or the Company who accepted the Firm Offer, if any, and each other Accepting Offeree and/or the Company shall have the right to purchase the portion of the Offered Units not purchased by reason of the default in the same proportions as they agreed to purchase the remainder of the Offered Units (or in any other proportions mutually agreed to by them) by giving written notice of such acceptance to the Offeror within ten (10) days of the receipt of the Default Notice, and, if such notice is given, a closing shall take place in accordance with Section 8.3(e). If such other Accepting Offerees and the Company do not exercise their right to purchase such portion of the Offered Units as provided in this Section 8.3(h), then the Firm Offer shall be deemed to be rejected and the Offeror may sell the Offered Units as provided in Section 8.3(f). In the event that the Firm Offer is accepted but an Accepting Offeree and/or the Company breaches its obligation to purchase the Offered Units pursuant to the terms of the Firm Offer and this Section 8.3, then the defaulting Accepting Offeree and/or the Company shall have no right to purchase the Offered Units under this Section 8.3; provided that if the Offered Units are not sold to an Accepting Offeree and/or the Company or to the Purchaser within thirteen (13) months from the date of the Firm Offer, then the defaulting Accepting Offeree and/or the Company shall regain its right to purchase any Offered Units pursuant to this Section 8.3.

8.4 Voluntary Resignation. As provided in Section 603 of the Act, a Member shall not have the right or power to voluntarily resign from the Company prior to the dissolution and winding up of the Company.

8.5 Effect of Involuntary Withdrawal. Except as provided in Section 8.2, immediately upon the occurrence of an event of Involuntary Withdrawal, the successor of the withdrawn Member shall thereupon become an assignee but shall only become a substituted Member upon satisfaction of the Conditions of Transfer set forth in Section 8.1(a) and the requirements for membership as provided in Sections 301(b), 704(a) or 801(a)(4) of the Act, as the case may be.

8.6 Rights of Unadmitted Assignees. A Person who acquires one or more Units but who is not admitted as a substituted Member pursuant to this Agreement shall be entitled only to allocations and distributions with respect to such Units in accordance with this Agreement, and shall (a) have no right to any information or accounting of the affairs of the Company, (b) not be entitled to inspect the books or records of the Company, and (c) not have any of the rights of a Member under the Act or this Agreement.

 

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SECTION 9

DISSOLUTION

9.1 In General. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following: (a) the happening of any event specified in Section 801 of the Act, the Certificate of Formation or this Agreement or (b) the direction of the Manager to dissolve the Company.

9.2 Winding Up. Upon dissolution, the Company shall cease carrying on its business and affairs and shall proceed to the orderly liquidation of the Company’s assets and termination of the Company, and the proceeds of such sale or other disposition of assets, together with other available proceeds shall be applied and distributed in the following order of priority unless otherwise required by the Act (i) to the expenses of liquidation; (ii) to the payment or provision for payments of all liabilities and obligations of the Company; (iii) to the establishment of any reserves deemed reasonable or necessary to provide for any contingent or unforeseen liabilities or obligations of the Company; and (iv) the balance as a distribution to the Members relative to their respective Sharing Ratios.

9.3 Other Remedies. Nothing in this Section 9 shall limit a Member’s right to enforce any provision of this Agreement by an action at law or equity, nor, subject to Section 5, shall an election to dissolve the Company pursuant to this Section 9 relieve any Member of any liability for any prior or subsequent breach of this Agreement or a related agreement.

SECTION 10

MISCELLANEOUS PROVISIONS

10.1 Notifications. Any notice, demand, consent, election, offer, approval, request, or other communication (collectively a “notice”) required or permitted under this Agreement must be in writing and either delivered personally or sent by overnight express mail, certified or registered mail, postage prepaid, return receipt requested or by Federal Express or similar courier service providing receipt against delivery. A notice must be addressed to a Member at the Member’s last known address on the records of the Company. A notice to the Company must be addressed to the Company’s principal office. A notice delivered personally will be deemed given upon receipt and a notice delivered by Federal Express or similar service will be deemed given one (1) business day after it is sent. A notice that is sent by mail will be deemed given three (3) business days after it is mailed. Any party may designate, by notice to all of the others in the manner set forth herein, substitute addresses or addressees for notices; and, thereafter, notices are to be directed to those substitute addresses or addressees.

10.2 Bank Accounts. The Company shall maintain such bank accounts as the Manager may determine to be appropriate from time to time.

10.3 Books of Account and Records. Proper and complete records and books of account shall be kept or shall be caused to be kept by the Manager, in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in such detail and completeness as is customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the principal office of the Company.

10.4 Governing Law; Jurisdiction.

(a) THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD

 

15

CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.

(b) The parties to this Agreement agree that any and all actions arising under or in respect of this Agreement shall be litigated exclusively in any federal or state court of competent jurisdiction located in the Commonwealth of Virginia. By execution and delivery of this Agreement, each party to this Agreement irrevocably submits to the personal and exclusive jurisdiction of such courts for itself, and in respect of its property with respect to such action. Each party to this Agreement agrees that venue would be proper in any of such courts, and hereby waives any objection that any such court is an improper or inconvenient forum for the resolution of any such action.

10.5 Amendments. Except as expressly provided otherwise herein or prohibited under applicable law, this Agreement may be amended only with the consent of the Manager and the written Approval of the Members; provided that no amendment shall increase the liability or required Capital Contributions of a Member without the express written consent of that Member.

10.6 Specific Performance. The parties recognize that irreparable injury will result from a breach of any provision of this Agreement and that money damages will be inadequate to remedy fully the injury. Accordingly, in the event of a breach or threatened breach of one or more of the provisions of this Agreement, any party who may be injured (in addition to any other remedies which may be available to that party) shall be entitled to one or more preliminary or permanent orders (a) restraining and enjoining any act which would constitute a breach or (b) compelling the performance of any obligation which, if not performed, would constitute a breach.

10.7 Execution of Additional Instruments. Each Member shall execute all such certificates and other documents and shall do all such filing, recording, publishing, and other acts as the Manager deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation, or holding of the property of the Company.

10.8 Construction. Whenever the singular is used in this Agreement and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa.

10.9 Headings. The Section headings contained in this Agreement are inserted for convenience of reference purposes only and shall not affect the meaning or interpretation of this Agreement.

10.10 Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

10.11 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any Member or the Company shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

 

16

10.12 Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

10.13 Heirs, Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective permitted successors and assigns.

10.14 Creditors and Third-Party Beneficiaries. Nothing in this Agreement, whether expressed or implied, is intended to confer on any person other than the parties hereto or their respective permitted successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. Without limiting the generality of the foregoing, none of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company.

10.15 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument.

10.16 Entire Agreement. This Agreement (together with any other agreement expressly referenced herein) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral and written, between or among the parties hereto.

10.17 Waiver of Partition. Each Member agrees that irreparable damage would be done to the Company if any Member brought an action in court to dissolve the Company. Accordingly, each Member agrees that he, she or it shall not, either directly or indirectly, take any action to require partition or appraisal of the Company or of any of the assets or properties of the Company, and notwithstanding any provisions of this Agreement to the contrary, each Member (and his, her or its successors and assigns) accepts the provisions of the Agreement as his, her or its sole entitlement on termination, dissolution and/or liquidation of the Company and hereby irrevocably waives any and all rights to maintain any action for partition or to compel any sale or other liquidation with respect to his, her or its interest, in or with respect to, any assets or properties of the Company. Each Member agrees that he, she or it will not petition a court for the dissolution, termination or liquidation of the Company.

10.18 Representation; Waiver and Indemnification. All the parties hereto acknowledge their knowledge and understanding of, and agreement to, the fact that the Company has been represented by the law firm of Sills Cummis Epstein & Gross P.C. (“Sills Cummis”) with respect to this Agreement. All of the parties further acknowledge that Sills Cummis has in the past and continues to represent some of the Members of the Company and that Steven Goldman, one of the Members of the Company, is also a member of Sills Cummis. The parties understand and accept responsibility for the fact that they have substantial conflicting interests. They have been advised by Sills Cummis of their right to and need for independent counsel and with full knowledge and understanding, some have declined to retain independent counsel. The parties have read and fully understand the terms, conditions and provisions of this Agreement. They acknowledge that all the terms, conditions and provisions of this Agreement have

 

17

been accepted by them without any influence whatsoever by any attorney associated with Sills Cummis. The parties acknowledge and understand that this Agreement is necessary to preserve harmony and continuity with respect to the management of the Company. As part of the consideration for the Company’s representation by Sills Cummis in this matter, and for performing the legal work necessary to implement this Agreement, the parties hereby waive any conflicts of interest on the part of Sills Cummis, and all its past, present and future shareholders, members, directors, officers and employees and release, hold harmless and indemnify such firm and its past, present and future shareholders, members, directors, officers and employees from, any claims of or relating to any conflict of interest made by any of the parties or any of their heirs, assignees, administrators, legal or personal representatives, executors or successors based upon such firm’s representation of the Company and involvement in the transactions which are the subject of this Agreement. This waiver, release and indemnification shall be binding upon the parties hereto and their heirs, executors, administrators, successors and assignees, and shall inure to the benefit of all past, present and future shareholders, members, directors, officers and employees of Sills Cummis and all such shareholders’, members’, directors’, officers’ and employees’ heirs, executors, administrators, successors and assignees.

[signature page follows]

 

18

IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the date set forth hereinabove.

 

WITNESS:      
    PBM CHINA HOLDINGS, LLC (“Company”)
LOGO     By:  

/s/ PAUL B. MANNING

      PAUL B. MANNING, MANAGER
    PAUL B. MANNING (“Member”)
LOGO     By:  

/s/ PAUL B. MANNING

Signature Page

EXHIBIT A

DEFINITIONS

The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided in this Agreement):

“Act” shall mean the Delaware Limited Liability Company Act, as amended and in force from time to time.

“Additional Member” shall mean any Person who, after the execution of this Agreement, is issued Units by the Company in exchange for a Capital Contribution and is admitted to the Company as a Member.

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

(i) Credit to such Capital Account any amounts which such Member is obligated to restore (pursuant to the terms of this Agreement or otherwise) within the meaning of Regulations Section 1.704-1(b)(2)(ii)(c), or is deemed to be obligated to restore pursuant to the next to last sentence of Regulations Section 1.704-2(g) or the next to last sentence of Regulations Section 1.704- 2(i)(5), respectively; and

(ii) Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

“Agreement” shall mean this Operating Agreement of PBM Products, LLC, including all exhibits and schedules attached hereto, as it may be amended, restated or supplemented from time to time.

“Capital Account” as of any given date shall mean the Capital Account calculated and maintained by the Company for each Member as specified in Section 7.

“Capital Contribution” shall mean any contribution to the capital of the Company by a Member in cash or property, whenever made.

“Certificate of Formation” shall mean the Certificate of Formation of the Company as filed and amended with the Office of the Treasurer of State of the State of Delaware.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or corresponding provisions of subsequent superseding federal revenue laws.

“Company” shall mean PBM Products, LLC, a Delaware limited liability company.

“Company Minimum Gain” shall have the meaning set forth in Regulations Section 1.704-2(b)(2) and 1.704-2(d) with respect to partnership minimum gain.

 

Exhibit A – Page 1

“Depreciation” means, for each Fiscal Year or other period as specified herein, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year of other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, that if the federal income tax depreciation, amortization, or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method determined by the Manager.

“Entity” shall mean any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or other similar association.

“Fiscal Year” shall mean the Company’s fiscal year, which shall be the calendar year, unless determined otherwise by the Manager.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i) The Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, taking into account such factors as liabilities and obligations that may be associated with such asset, as determined by the contributing Member and the Manager;

(ii) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Manager, as of the following times: (A) the acquisition of an additional interest in the Company following its initial capitalization by any new or existing Member in exchange for more than a de minimus Capital Contribution; (B) the distribution by the Company to a Member of more than a de minimus amount of Company Property as consideration for an interest in the Company; and (C) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that the adjustments pursuant to clauses (A) and (B) above shall be made only if the Manager reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(iii) The Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution, taking into account such factors as liabilities and obligations that may be associated with such asset; and

(iv) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and Section 7.3(g) hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent the Manager determines that an adjustment pursuant to subparagraph (ii) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (i), (ii) or (iv) hereof, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

 

Exhibit A – Page 2

“Indemnified Costs” shall mean any loss, liability, claim, damage, judgment, penalty, cost (including reasonable costs of investigation) and reasonable expenses (including legal fees).

“Involuntary Withdrawal” means, with respect to any Member, the occurrence of any of the following events:

(v) the Member makes an assignment for the benefit of creditors;

(vi) the Member files a voluntary petition in bankruptcy;

(vii) the Member is adjudged bankrupt or insolvent or there is entered against the Member an order for relief in any bankruptcy or insolvency proceeding;

(viii) the Member files a petition seeking for the Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

(ix) the Member files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in any proceeding described in subsections (i) through (iv) of this definition;

(x) the Member seeks, consents to, or acquiesces in the appointment of a trustee for, receiver for, or liquidation of the Member or of all or any substantial part of the Member’s properties;

(xi) one hundred twenty (120) days after the commencement of any proceeding instituted against the Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, if the proceeding has not been dismissed, or the appointment of a trustee, receiver, or liquidator for the Member or all or any substantial part of the Member’s properties without the Member’s agreement or acquiescence, which appointment is not vacated or stayed within ninety (90) days or, if the appointment is stayed within ninety (90) days, after the expiration of the stay during which period the appointment is not vacated;

(xii) if the Member is acting as a Member by virtue of being a trustee of a trust, the termination of the trust;

(xiii) if the Member is a partnership or limited liability company, the dissolution and commencement of winding up of the partnership or limited liability company;

(xiv) if the Member is a corporation, the dissolution of the corporation or the revocation of its certificate of incorporation;

 

Exhibit A – Page 3

(xv) if the Member is an estate, the distribution by the fiduciary of the estate’s entire interest in the limited liability company; or

(xvi) if the Member is an individual, the death of the Member or the adjudication by a court of competent jurisdiction that the Member is incompetent to manage the Member’s person or property.

“Manager” shall mean the Person designated as such pursuant to Section 4 of the Agreement.

“Member” shall mean a Person who executes a counterpart of this Agreement as a Member; any Person who may hereafter become an Additional Member; provided that for purposes of determining Capital Accounts, allocations of profits and losses and distributions, Member shall include an assignee of a Unit who has not been admitted as a substituted Member.

“Member Nonrecourse Debt” shall have the meaning set forth in Regulations Section 1.704-2(b)(4) with respect to partner nonrecourse debt.

“Member Nonrecourse Debt Minimum Gain” shall mean an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i) of the Regulations.

“Member Nonrecourse Deductions” has the meaning set forth in Regulations Sections 1.704-2(i)(1) and (2). The amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt for a Company Fiscal Year equals the amount of the net increase in the amount of Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt during that Fiscal Year, reduced (but not below zero) by the proceeds of such Member Nonrecourse Debt distributed during that Fiscal Year to the Member that bears the economic risk of loss (within the meaning of Regulations Section 1.752-2) for such Member Nonrecourse Debt that are both attributable to such Member Nonrecourse Debt and are allocable to an increase in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined according to the provisions of Regulations Section 1.704-2(i)(3).

“Nonrecourse Deductions” shall have the meaning set forth in Section 1.704-2(b)(1) and 1.704-2(c) of the Regulations. The amount of Nonrecourse Deductions for a Fiscal Year equals the net increase in the amount of Company Gain during that Fiscal Year (determined according to the provisions of Section 1.704-2(d) of the Regulations), reduced (but not below zero) by the aggregate amount of any distributions during such Fiscal Year of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain (determined according to the provisions of Section 1.704-2(h) of the Regulations).

“Nonrecourse Liability” shall have the meaning set forth in Regulations Section 1.704-2(b)(3).

“Person” shall mean any natural person or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such Person where the context so admits.

“Profits” and “Losses” means, for each Fiscal Year or other period, an amount equal to the Company’s taxable income or loss, as the case may be, for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

 

Exhibit A – Page 4

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss;

(iii) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(iv) Gain or loss resulting from any disposition of Company Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period, computed in accordance with the definition of Depreciation;

(vi) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required pursuant to Regulation Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s Units in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(vii) Notwithstanding any other provisions of this definition, any items which are specially allocated pursuant to Section 7.3 or Section 7.4 hereof shall not be taken into account in computing Profits or Losses.

“Property” shall mean all real and personal property, whether tangible or intangible, of any kind or nature, owned by the Company.

“Regulations” means the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Related Document” shall mean any Exhibit or Schedule to this Agreement or any document executed in connection with this Agreement by or on behalf of a Member to the other Members (including delivery to any of its lawful representatives).

 

Exhibit A – Page 5

“Securities Act” shall mean the United States Securities Act of 1933, as amended, or any successor statute thereto.

“Sharing Ratio” means, at any time with respect to a Member, a fraction (expressed as a percentage) and represented by the following formula: “A/B” where:

A = The total number of Units held by such Member at such time

B = The total number of issued and outstanding Units existing at such time, whether held by Members or assignees.

“Unit” mean the unit representing the ownership interest in the Company together with all rights corresponding to such ownership interest as set forth in this Agreement and under the Act.

 

Exhibit A – Page 6

Schedule 3.1

Members’ Names, Addresses and Number of Units and Capital Contributions

 

Name and Address

    Number of Units    Capital Contributions
     
     
     
     

Schedule 3.1

Members’ Names, Addresses and Number of Units and Capital Contributions

 

Name and Address

    Number of Units      Capital Contributions  

Paul B. Manning

      1000       $ 1000   
 EX-3.18 17 d772859dex318.htm EX-3.18 EX-3.18

Exhibit 3.18

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:55 PM 01/31/2011

FILED 01:55 PM 01/31/2011

SRV 110097787 - 4934238 FILE

      

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

OF

PADDOCK LABORATORIES, LLC

The undersigned, an authorized person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the Limited Liability Act of the State of Delaware, certify that:

1. The name of the limited liability company is Paddock Laboratories, LLC.

2. The address of the limited liability company’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the registered agent at that address is Corporation Service Company.

I have signed this Certificate of Formation as of January 28, 2011.

 

/s/ Todd W. Kingma

Todd W. Kingma, Authorized Person
 EX-3.19 18 d772859dex319.htm EX-3.19 EX-3.19

Exhibit 3.19

LIMITED LIABILITY COMPANY AGREEMENT

OF

PADDOCK LABORATORIES, LLC

This Limited Liability Company Agreement (this “Agreement”) of PADDOCK LABORATORIES, LLC is entered into effective as of January 31, 2011 by PERRIGO COMPANY, a Delaware corporation (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

1. Name. The name of the limited liability company governed hereby is PADDOCK LABORATORIES, LLC (the “Company”).

2. Certificates. The Company was incorporated pursuant to Delaware General Corporation Law on January 31, 2011.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

4. Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement.

5. Principal Business Office. The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

8. Members. The name and the mailing address of the initial Member is as follows:

Name

   

Address

Perrigo Company   

515 Eastern Avenue

Allegan, Michigan 49010

9. Term. The term of the Company shall continue until dissolution of the Company in accordance with Section 23 of this Agreement.

10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member, any Officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11. Capital Contributions. The Member is deemed admitted as the sole Member of the Company upon its execution and delivery of this Agreement. The Member is not required to make any initial contribution to the Company.

12. Additional Contributions. The Member is not required to make additional capital contributions to the Company.

13. Capital Accounts. Separate capital accounts shall be maintained for each Member on the books of the Company. Each capital account shall be adjusted to reflect such Member’s shares of allocations and distributions as provided in Section 14 of this Agreement, and any additional capital contributions to the Company or withdrawals of capital from the Company. Such capital accounts shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as interpreted in good faith by the Member.

14. Allocations and Distributions.

a. Allocations of Profit and Loss. All items of income, gain, loss, deduction and credit shall be allocated among the Member(s) in accordance with their Percentage Interests (as indicated on Schedule A attached hereto).

b. Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member shall determine. Distributions shall be shared among the Member(s) in accordance with their Percentage Interests. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Members on account of their interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

15. Management.

a. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all things necessary to carry out the terms and provisions of this Agreement.

b. The Member may delegate to any person any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the Company as the Member may reasonably determine.

16. Officers. The Member may, from time to time as it deems advisable, appoint one or more officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 16 may be revoked at any time by the Member. The Member hereby appoints the following persons to the respective offices set forth below, to serve, in each case, until resignation or removal:

 

Joseph C. Papa    President
Judy L. Brown    Executive Vice President
John T. Hendrickson    Executive Vice President
Sharon Kochan    Executive Vice President
Scott R. Rush    Vice President
Todd W. Kingma    Secretary
Ronald L. Winowiecki    Treasurer
David W. Mason    Assistant Secretary

17. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. Neither the Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such

Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

19. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

20. No Certificates for LLC Interests. The membership interests in the Company shall not be represented by certificates.

21. Termination of Membership. Subject to Section 23, the termination, dissolution, death, bankruptcy or adjudicated incompetency of a Member shall not cause a dissolution of the Company, but the rights of such Member to share in the allocations and distributions, to assign its interest in the Company pursuant to Section 21 and to vote on any matter on which the Member have the right to vote shall, on the happening of such an event, devolve on its legal representative for the purpose of settling its estate or administering its property.

22. Assignments. A Member may not transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest without the prior written consent of the other Members, if any.

23. Dissolution and Winding Up.

a. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the death, disability, bankruptcy or withdrawal of the last remaining Member and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. Winding Up. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner).

24. Tax Matters Partner. The Member shall be the tax matters partner within the meaning of Section 6231(a)(7) of the Code. All expenses incurred by the tax matters partner in connection with his duties as tax matters partner shall be expenses of the Company.

25. Elections. The Member shall determine the accounting methods and conventions under the tax laws of any and all applicable jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns.

26. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

27. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

28. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

29. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

 

MEMBER:
PERRIGO COMPANY
By:  

/s/ Joseph C. Papa

Name:   Joseph C. Papa
Its:   President, CEO and Chairman

SCHEDULE A

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

PADDOCK LABORATORIES, LLC

 

Name

   

Percentage Interest

  

PERRIGO COMPANY

      100 % 
 EX-3.20 19 d772859dex320.htm EX-3.20 EX-3.20

Exhibit 3.20

 

        

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:09 PM 11/22/2005

FILED 02:03 PM 11/22/2005

SRV 050952264 - 2409853 FILE

    

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION

OF

CLAY-PARK LABS, INC.

*******

Clay-Park Labs, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said Corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted the following resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said Corporation in accordance with the provisions of Section 141(f) of the General Corporation Law of the State of Delaware:

BE IT RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing the FIRST Article thereof so that, as amended, said Article shall be and read as follows:

“FIRST: The name of the corporation (hereinafter the “Corporation’’) is PERRIGO NEW YORK, INC.”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Eyal Mares, its Chief Operating Officer, this 22nd day of November, 2005.

 

CLAY-PARK LABS, INC.
By:  

/s/ Eyal Mares

Name:   Eyal Mares
Title:   Chief Operating Officer

Certificate of Amendment of Certificate of Incorporation

of

Clay-Park Acquisition Corp.

It is hereby certified that:

1. The present name of the corporation (hereinafter called the “Corporation”) is Clay-Park Acquisition Corp.

2. The certificate of incorporation of the Corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new article:

FIRST: The name of the corporation (hereinafter called the “Corporation”) is

Clay-Park Labs, Inc.

3. The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

Signed this 3rd day of October, 1994.

 

/s/ Bernard Ettinger

Name:   Bernard Ettinger
Title:   President & Chief Executive Officer

       

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 07/05/1994

944123086 - 2409853

CERTIFICATE OF INCORPORATION

OF

CLAY-PARK ACQUISITION CORP.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the “Corporation”) is

CLAY-PARK ACQUISITION CORP.

SECOND: The address, including street, number, city, and county of the registered office of the Corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, City of Dover, County of Kent; and the name of the registered agent of the Corporation in the State of Delaware is The Prentice-Hall Corporation System, Inc.

THIRD: The nature of the business to be conducted and the purposes of the Corporation are:

To be a general partner;

To purchase or otherwise acquire, invest in, own, lease, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade and deal in and with real property and personal property of every kind, class and description (including, without limitation, goods, wares and merchandise of every kind, class and description), to manufacture goods, wares and merchandise of every kind, class and description, both on its own account and for others;

To borrow or lend money, and to make and issue notes, bonds, debentures, obligations and evidences of indebtedness of all kinds, whether or not secured by mortgage, pledge, or otherwise, without limit as to amount, and to secure the same by mortgage, pledge, or otherwise, and generally to make and perform agreements and contracts of every kind and description; and

Generally to engage in any lawful act or activity or carry on any business for which corporations may be organized under the Delaware General Corporation Law or any successor statute.

FOURTH:

The total number of shares of all classes of stock which the Corporation shall have authority to issue is two million (2,000,000), consisting of 1,000,000 shares of Common Stock, Zero Dollars and One Cent ($0.01) Par Value per share (the “Common Stock”) and 1,000,000 shares of Preferred Stock, Zero Dollars and One Cent ($0.01) Par Value per share (the “Preferred Stock”).

FIFTH:

The Board of Directors is authorized, subject to any limitations prescribed by law and the provisions of this Certificate of Incorporation, to provide for the issuance of shares of Preferred Stock, in series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereafter referred to as the “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. In the event that at any time the Board of Directors shall have established and designated one or more series of Preferred Stock consisting of a number of shares less than all of the authorized number of shares of Preferred Stock, the remaining authorized shares of Preferred Stock shall be deemed to be shares of an undesignated series of Preferred Stock unless or until designated by the Board of Directors as being part of a series previously established or a new series then being established by the Board of Directors. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the shares of Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock designation. Notwithstanding the fixing of the number of shares constituting a particular series, the Board of Directors may at any time thereafter authorize the issuance of additional shares of the same series except as set forth in the Preferred Stock designation.

SIXTH: The name and mailing address of the sole incorporator is as follows:

 

Name    Mailing Address
Fred C. Chase    Mintz, Levin, Cohn, Ferris, Glovsky
   and Popeo, P.C.
  

One Financial Center

Boston, MA 02111

SEVENTH: The Corporation is to have perpetual existence.

EIGHTH: For the management of the business and for the conduct of the affairs of the Corporation, and in further definition and not in limitation of the powers of the Corporation and of its directors and of its stockholders or any class thereof, as the case may be, conferred by the State of Delaware, it is further provided that:

 

- 2 -

A. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-Laws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the Corporation would have if there were no vacancies. No election of directors need be by written ballot.

B. After the original or other By-Laws of the Corporation have been adopted, amended or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the Corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the By-Laws of the Corporation may be exercised by the Board of Directors of the Corporation.

C. The books of the Corporation may be kept at such place within or without the State of Delaware as the By-Laws of the Corporation may provide or as may be designated from time to time by the Board of Directors of the Corporation.

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: The Corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section as amended or supplemented (or any successor), and the indemnification provided for herein shall not be deemed exclusive of any

 

- 3 -

other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his 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, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ELEVENTH: No director of this Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that exculpation from liability is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability is determined. No amendment or repeal of this Article 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 or repeal. If the General Corporation Law of the State of Delaware is amended after approval by the stockholders of this Article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

TWELFTH: From time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article.

I, the undersigned, being the sole incorporator, for the purpose of forming a Corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, to certify that the facts herein stated are true, and accordingly have hereto set my hand this 5th day of July, 1994.

 

/s/ Fred C. Chase

Fred C. Chase

 

- 4 -

EX-3.21 20 d772859dex321.htm EX-3.21 EX-3.21

Exhibit 3.21

AMENDED AND RESTATED BYLAWS

of

PERRIGO NEW YORK, INC.

(formerly Clay-Park Labs, Inc.)

as amended through January 1, 2007

PERRIGO NEW YORK, INC.

(formerly Clay-Park Labs, Inc.)

AMENDED AND RESTATED BYLAWS

ARTICLE I

Offices

The Corporation may have offices at such places as the Board of Directors may from time to time determine.

ARTICLE II

Shareholders

Section 1 - Place of Meeting

Except as otherwise provided by applicable law, the Board of Directors may designate any place as the place of meeting for any annual meeting of shareholders or for any special meeting of shareholders.

Section 2 - Annual Meeting

The annual meeting of shareholders shall be held on such date and at such time and place as shall be selected by the Board of Directors, for the purpose of electing directors, setting the number of directors and for the transaction of such other business as may properly be brought before the meeting.

Section 3 - Special Meeting

A special meeting of shareholders may be called at any time by the Chairman, the President or a majority of the directors then in office.

Section 4 - Notice of Meeting

Written notice of the place, date, hour and purposes of each meeting of shareholders shall be given to the holders of record of the shares of capital stock of the Corporation entitled to vote at the meeting by (a) mail, postage prepaid, (b) facsimile, (c) email (d) overnight mail (e) courier service or (f) personal delivery not later than 48 hours prior to such meeting nor more than 60 days before the date of such meeting to each such holder at the postal address, facsimile number or email address, as applicable, designated by him or her for that purpose or, if none is designated, at his or her last known postal address. If mailed, such notice shall be deemed to be delivered when deposited in the United States

mail with postage thereon prepaid, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation. If transmitted via facsimile, such notice shall be deemed to be delivered when a confirmation of the transmission of the facsimile to the shareholder at his or her facsimile number as it appears on the stock transfer books of the Corporation has been received. If transmitted via email, such notice shall be deemed to be delivered when a confirmation of the transmission of the email to the shareholder at his or her email address as it appears on the stock transfer books of the Corporation has been received. If delivered by other means, such notice shall be deemed to be delivered upon confirmed personal deliver to the shareholder or upon delivery to the address of the shareholder at his or her address as it appears on the stock transfer books of the Corporation. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all shareholders entitled to vote are present, or if notice is waived by those not present in accordance with Article VI of these Bylaws.

If a meeting of shareholders is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and only such business is transacted at the adjourned meeting as might have been transacted at the original meeting; provided that, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record on the new record date

Section 5 - Quorum: Adjournment

At all meetings of shareholders there shall be present in person or by proxy holders of a majority of the shares entitled to vote at the meeting in order to constitute a quorum. From time to time and whether or not there is such a quorum, the chairman of the meeting or the holders of a majority of the shares entitled to vote at the meeting present in person or by proxy, without notice other than announcement at the meeting of the time and place to which the meeting is adjourned, may adjourn the meeting to such time and place, subject, however, to the provisions of the proviso last set forth in Section 4 of this Article II of these Bylaws. The shareholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

The chairman of any meeting of shareholders shall be the President, unless the Board of Directors shall by resolution prior to such meeting designate another person as chairman of such meeting.

 

- 3 -

Section 6 - Voting

At each meeting of shareholders, each shareholder present in person or represented by a valid proxy that satisfies the requirements of Section 9 of this Article II of these Bylaws shall be entitled to one vote for each share of common stock registered in the shareholder’s name on the books of the Corporation at the record date determined in accordance with Section 5 of Article V of these Bylaws.

Election of directors at all meetings of the shareholders at which directors are to be elected shall be by ballot, and, a plurality of the votes cast thereat shall elect directors. In all matters other than the election of directors, when an action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by applicable law.

Section 7 - Action Without Meetings of Shareholders

Unless otherwise provided in the Articles of Incorporation, any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by all of the holders of outstanding shares who would be entitled to vote at a meeting.

Section 8 - Inspection of Shareholders List

The Corporation shall keep at its office or at the office of its transfer agent records containing the names and addresses of all shareholders, the number of shares held by each, and the dates when they respectively became holders of record thereof. A person who is a shareholder of record of the Corporation, upon at least 10 days written demand, may examine for any proper purpose, in person or by agent or attorney, during usual business hours, the record of shareholders and make extracts therefrom, at such place as such records are kept.

The officer or agent of the Corporation having charge of the stock transfer books for shares of the Corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. Such list shall be produced at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

Section 9 - Proxies

Any shareholder entitled to vote upon any matter at any meeting of shareholders may so vote by proxy; but no proxy shall be exercised after eleven months from its date unless said proxy provides for a longer period for which it shall remain in force. Every proxy shall be in writing and signed by the shareholder or his or her duly authorized agent or representative. Proxies shall be delivered to the Secretary of the Corporation before such meeting.

 

- 4 -

ARTICLE III

Board of Directors

Section 1 - Number: Method of Election; Terms of Office; Qualification and Removal

The business and affairs of the Corporation shall be managed by the Board of Directors. The number of directors comprising the Board of Directors shall be fixed by the shareholders at the annual meeting or special meeting. The Board of Directors may consist of one director. Until otherwise resolved in a meeting of the shareholders, the Board of Directors shall be three (3) in number. Directors shall be elected by the shareholders at the annual meeting of the shareholders or at any adjournment of such meeting. Directors so elected shall hold office for the term of one (1) year or until others are chosen and qualified in their stead.

During the intervals between annual meetings of shareholders, any vacancy in the Board of Directors caused by resignation, removal, death, or other incapacity may be filled by majority vote of the directors then in office, though less than quorum of the Board. A directorship to be filled because of a vacancy may be filled by the Board for a term of office continuing only until the next election of the directors.

Any director may be removed from office as a director at any time, but only for cause, by the affirmative vote of shareholders holding a majority of the outstanding shares of Common Stock of the Corporation entitled to vote for the election of directors at a meeting of the shareholders called for that purpose.

If for any reason the annual meeting of shareholders shall not be held at the time appointed by these Bylaws, the directors shall cause a meeting to be held for the election of the directors as soon thereafter as conveniently may be, and the directors then in office who are nominees for reelection or for whom successors are to be elected shall continue in office until such election shall have been held and until their reelection or their successors have been duly elected and qualified.

Section 2 - Meetings

The Board of Directors may hold its meetings and have an office and keep the books of the Corporation, except as otherwise provided by applicable law or these Bylaws, in such place or places as the Board may from time to time determine.

The Board of Directors may in its discretion provide for regular meetings of the Board. Notice of regular meetings need not be given. Special meetings of the Board shall be held whenever called by direction of the President or any two of the directors for the time

 

- 5 -

being in office. The Secretary shall give notice of a special meeting by mailing same at least three days, or by delivering personally or by overnight mail or courier service, or by telegraphing the same at least one day, or by telephoning or delivering by facsimile transmission at least 12 hours, before the meeting to each director, but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

A meeting may be held without notice, and any business may be transacted thereat, if every director shall be present, or if those not present waive notice of the meeting in accordance with Article VI of these Bylaws. No notice of any adjourned meeting need be given.

Section 3 - Quorum and Actions of the Board of Directors

Except as provided in Section 6 of this Article III of these Bylaws, a majority of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors; but if there be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

A member of the Board may participate in any meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 4 - Committees

The Board of Directors may designate from among its members such committees as it may deem appropriate from time to time, and such committees shall exercise the authority delegated to them.

Section 5 - Quorum and Action of a Committee

Except as provided in Section 6 of this Article III of these Bylaws, a majority of any committee of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the committee members present at a meeting at which a quorum is present shall be the acts of the committee; but if there be less than a quorum at any meeting of a committee, a majority of those present may adjourn the meeting from time to time. The members of a committee present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough committee members to leave less than a quorum.

 

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A majority, or the chairperson, of any committee may fix the time and place of its meeting, unless the Board shall otherwise provide. Notice of meetings of a committee shall be given to each member of the committee in the manner provided for in the second paragraph of Section 2 of this Article III of these Bylaws.

In the absence or disqualification of a member of a committee, the remaining members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of such absent or disqualified member.

A member of a committee of the Board of Directors may participate in any meeting of the committee by means of conference telephone or similar communication equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 6 - Action by Unanimous Written Consent

Any action required or permitted to be taken at any meeting of the Board of Directors or a committee thereof may be taken without a meeting if, before the action, all members of the Board or of the committee consent thereto in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent shall have the same effect as a vote of the Board or committee for all purposes.

Section 7 - Compensation of the Board of Directors

Directors, unless employed by and receiving a salary from the Corporation, shall receive such compensation for serving on the Board and for attending meetings of the Board and any committee thereof as may be fixed by the Board. Directors shall be reimbursed their reasonable expenses incurred while engaged in the business of the Corporation.

ARTICLE IV

Officers

Section 1 - Selection and Removal

The officers of the Corporation shall be a President, Secretary and Treasurer, who shall be elected by the Board of Directors after each annual meeting of shareholders. The Board is authorized to elect or appoint from time to time such other officers, including a Chairman, one or more Vice-Chairmen, one or more Vice Presidents, including Senior Vice Presidents or Executive Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. No one of said officers need be a director. All of the officers, except the Secretary, shall be regular full-time employees of the Corporation or an affiliated company. Any two of the above offices except those of (a) President and Vice President,

 

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(b) Secretary and Assistant Secretary or (c) Treasurer and Assistant Treasurer may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity.

An officer shall hold office for the term of one year and until his or her successor shall have been elected or appointed and qualified, or until resignation or removal.

Any officer may be removed by the Board of Directors with or without cause.

The Board of Directors may fill any vacancies in any offices occurring for whatever reason. The Board of Directors is authorized from time to time to elect or appoint one of its members as Chairman of the Board or Vice-Chairman of the Board and such person or persons shall perform such duties as shall be prescribed by these Bylaws or by the Board of Directors from time to time.

Section 2 - Powers and Duties of the President

The President shall preside at all meetings of the shareholders and Board of Directors. Subject to the direction of the Board of Directors, the President shall have general and active management of the business of the Corporation and shall have supervisory power and authority over all officers and agents elected or appointed by the Board of Directors and over the appointment of employment, functions, duties, removal or discharge of all other employees and agents of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation and shall have control over the general operations of the Corporation. The President may delegate any of his or her powers or functions to any officer of the Corporation.

The President shall at least once in each year cause a true statement of the operations and properties of the Corporation for the preceding fiscal year to be made and to be communicated or distributed to each shareholder thereof within four months after the end of the preceding fiscal year.

Section 3 - Powers and Duties of Vice Presidents

The Vice Presidents, if any, shall perform such duties as may from time to time be assigned to them by the Board of Directors or the President.

Section 4 - Powers and Duties of Secretary

The Secretary or any Assistant Secretary shall record the proceedings of all meetings of the Board of Directors and of the shareholders in books kept for that purpose. The Secretary shall be the custodian of the corporate seal, and the Secretary or any Assistant Secretary shall affix the same to and countersign papers requiring such acts. The Secretary and any Assistant Secretary shall perform such other duties as may be assigned by the Board of Directors or the President.

 

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Section 5 - Powers and Duties of Treasurer

The Treasurer and any Assistant Treasurer shall have care and custody of all funds of the Corporation and disburse and administer the same under the direction of the Board of Directors, the President, or a designated Vice President, and shall perform such other duties as may be assigned by the Board of Directors, the President, or a designated Vice President.

Section 6 - Voting Shares of Other Corporations

Unless otherwise ordered by the Board of Directors, the President or such proxy as the President may appoint, shall vote all shares which the Corporation may own in another corporation or other entity, and if solicited, shall consent in writing, in the name of the Corporation as such holder, to or against any action by such other corporation or other entity, and if the President himself or herself is not so voting or consenting, the President may instruct such proxy as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as the President may deem necessary or proper in the premises.

Section 7 - Execution of Instruments

The President or any Vice President is authorized to sign and the Secretary or any Assistant Secretary to attest under the corporate seal, on behalf of the Corporation, contracts and other instruments in writing, including bonds and other obligations required in legal proceedings, surety and indemnifying bonds required in the conduct of the business of the Corporation, papers required by the applicable laws of any state with respect to the right to conduct business in such state, and reports required by the applicable laws of the United States or any state, territory, or foreign country.

Section 8 - Officers Appointed by the President

The President may appoint such officers, other than those that shall be elected by the Board of Directors pursuant to Section 1 of this Article IV of these Bylaws, and such agents as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be provided by the Board of Directors or any committee thereof or the President, as the case may be. Any such officer of agent appointed by the President may be removed by the President with or without cause. The President may fill any vacancies in any office appointed by the President occurring for whatever reason.

 

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Section 9 - Delegation

Subject to any restrictions imposed by the Board of Directors, the President or any Vice-President of the Corporation may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

ARTICLE V

Capital Stock

Section 1 - Certificates of Stock

Every shareholder shall be entitled to have a certificate of stock signed by or in the name of the Corporation by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation, and such signatures may be facsimiles, sealed with the Corporation’s seal, certifying the number and class of shares represented by such certificate, and where such certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee, the signatures of the officers may be facsimiles.

In case any officer who shall have signed or whose facsimile signature shall have been placed upon a certificate shall cease to be such officer, whether because of death, resignation or otherwise, before such certificate shall have been issued by the Corporation, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer at the date of issue. If the Corporation is authorized to issue shares of more than one class of stock, the certificate shall state on its face or back that the Corporation will furnish a shareholder upon request and without charge a full statement of the designation, relative rights, preferences and limitations of the shares of each class to be issued, and if the Corporation is authorized to issue any class of shares in a series, the designation, relative rights, preferences and limitations of each series so far as the same have been prescribed and the authority of the Board to designate and prescribe the relative rights, preferences and limitations of other series.

Section 2 - Transfers of Shares

Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate for not more than the same number of shares (appropriately adjusted for any dividends paid in shares of the Corporation, or any subdivision, combination or reclassification of the shares of the Corporation) to the person entitled thereto, cancel the old certificate, and record the transaction upon the books of the Corporation. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

 

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Section 3 - Lost. Stolen, or Destroyed Certificates

The President, Secretary, or any Vice President may approve issuance of replacement stock certificates upon presentation of such documentation and obligation bond(s), if any, as such officer, in his or her discretion, shall deem adequate for the protection of the Corporation.

Section 4 - Transfer Agent and Registrar; Regulations

The Corporation shall, if and whenever the Board of Directors shall so determine, maintain one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors, where the shares of the capital stock of the Corporation shall be directly transferable, or a transfer clerk to act on behalf of the Corporation in connection with such transfers, and also one or more registry offices, each in charge of a registrar designated by the Board of Directors, where such shares of stock shall be registered; and no certificate for shares of the capital stock of the Corporation in respect of which a transfer agent or transfer clerk and registrar shall have been designated shall be valid unless countersigned by such transfer agent or transfer clerk and registered by such registrar, and such signature may be a facsimile. The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Corporation.

Section 5 - Fixing of Record Date

For the purpose of determining (a) shareholders entitled to notice of and to vote at a meeting of shareholders, (b) shareholders entitled to receive payment of any dividend, or (c) shareholders for any other purpose, the Board of Directors may fix, in advance, a date as the record date for any such determination, such date in the case of a meeting to be not more than 60 nor less than 48 hours before the date of the meeting and in any other case to be not more than 60 days before the date of the action to be taken.

If a record date is not fixed, (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given and (b) the record date for determining shareholders for any other purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.

 

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ARTICLE VI

Waiver of Notice

Notice of the time, place, and purpose of any meeting of the Board of Directors, a committee thereof, or shareholders may be waived by facsimile transmission or other writing or electronic transmission by those not present, and entitled to vote thereat, either before or after the holding thereof.

ARTICLE VII

Indemnification and Insurance

Section 1 - Right to Indemnification and Advance Payment of Expenses a Contract Right

All rights to indemnification and payment of expenses in advance of the final disposition of any action, suit or proceeding conferred by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws shall be a contract right inuring to the benefit of (i) the person conferred such rights to indemnification and advance payment of expenses by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws, and (ii) such person’s heirs, executors and administrators.

Section 2 - Advance Payment of Expenses

The Corporation shall pay and/or reimburse (as applicable) the reasonable expenses incurred by a director or officer or a former director or officer, or other person designated as entitled to indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws, who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the action, suit or proceeding. Such advance payment of expenses shall be made upon satisfaction of the following (to the extent required by the Business Corporation Law of the State of New York):

(1) the person seeking advance payment of expenses furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(2) the person seeking advance payment of expenses furnishes the Corporation a written undertaking, executed personally or on his or her own behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

 

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(3) a determination is made that the facts then known to those making the determination as to the entitlement to advance payment of expenses would not preclude indemnification under the Corporation’s Restated Articles of Incorporation.

The determinations and evaluations under this Section 2 of this Article VII of these Bylaws shall be made in the applicable manner specified in the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws or, if the person seeking advance payment of expenses is party to an indemnification agreement with the Corporation (or any of its subsidiaries), in the applicable manner (if any) specified in such agreement.

Section 3 - Claim of Indemnification and Advance Payment of Expenses

In the event a claimant shall submit to the Corporation a written request for indemnification and/or advance payment of expenses pursuant to the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws and there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification and/or advance payment of expenses is claimed a Change of Control (as hereinafter defined), determination of entitlement to indemnification and/or advance payment of expenses is to be made by Independent Counsel (as hereinafter defined) selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification and/or advance payment of expenses, payment to the claimant shall be made within 10 days after such determination.

Section 4 - Enforcement of Right to Indemnification and Advance Payment of Expenses

If a claim for indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws is not paid in full by the Corporation within thirty days after a written claim requesting such payment has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the Business Corporation Law of the State of New York for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or shareholders) to have made a determination prior to the commencement of such action that indemnification and/or advance payment of the expenses of the claimant is proper in the circumstances because he or she has met the

 

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applicable standard of conduct set forth in the Business Corporation Law of the State of New York, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 5 - Determination of Entitlement to Indemnification and/or Advance Payment of Expenses

If a determination shall have been made pursuant to the Corporation’s Restated Articles of Incorporation or Section 3 of this Article VII of these Bylaws that the claimant is entitled to indemnification and/or advance payment of expenses, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws.

Section 6 - Procedures Not to be Contested

The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws that the procedures and presumptions set forth in the indemnification and other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all such provisions of the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws.

Section 7 - No Retroactive Effect of Amendments

No repeal or modification of the indemnification or other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or of this Article VII of these Bylaws shall in any way diminish or adversely affect the rights of any present, former or future director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

Section 8 - Severability

If any provision or provisions of this Article VII of these Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article VII of these Bylaws (including, without limitation, each portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article VII of these Bylaws (including, without limitation, each such portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

 

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Section 9 - Definitions

For purposes of this Article VII of these Bylaws:

(A) “Change of Control” means:

(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this Section 9(A)(1) of this Article VII of these Bylaws, the following acquisitions shall not constitute a Change of Control (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any other corporation controlled by the Corporation, or (iv) any acquisition by any other corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 9(A)(3) of this Article VII of these Bylaws; or

(2) Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

(3) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of,

 

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respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Corporation resulting from such Business Combination (including, without limitation, another corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(4) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(B) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Article VII of these Bylaws.

Section 10 - Notices

Any notice, request or other communication required or permitted to be given to the Corporation under the indemnification provisions of the Corporation’s Restated Articles of Incorporation or under this Article VII of these Bylaws shall be in writing and either delivered in person or sent by telegram or facsimile transmission, or overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

 

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ARTICLE VIII

Miscellaneous Provisions

Section 1 - Fiscal Year

The fiscal year of the Corporation shall be the 52 or 53 week period that ends on the Saturday closest to each June 30.

Section 2 - Reliance Upon Records

In discharging his or her duties, a director or an officer, when acting in good faith, may rely upon the opinion of counsel for the Corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or upon financial statements of the Corporation represented to him or her to be correct by the President or the officer of the Corporation having charge of its books of account, or stated in a written report by an independent or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation.

Section 3 - Checks

All checks, drafts or orders for the payment of money and all notes and acceptances shall be signed by such officer(s) or agent(s) or both as the Board of Directors may from time to time designate. No check, draft, or note shall be signed in blank.

ARTICLE IX

Amendments

To the extent not in conflict or inconsistent with the Restated Articles of Incorporation of the Corporation, these Bylaws may be amended or repealed or new Bylaws may be adopted by a majority of the Board of Directors then in office. So long as the shareholders of the Corporation shall be empowered by applicable law to adopt, amend or repeal bylaws for the Corporation or adopt any provision inconsistent herewith, such action may be taken by the shareholders by the favorable vote of the holders of not less than eighty percent (80%) of the issued and outstanding shares of the common stock of the Corporation unless such action has first been recommended by the favorable vote of at least a majority of the whole Board of Directors.

 

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EX-3.22 21 d772859dex322.htm EX-3.22 EX-3.22

Exhibit 3.22

Michigan Department of Licensing and Regulatory Affairs

Filing Endorsement

This is to Certify that the CERTIFICATE OF AMENDMENT—CORPORATION

for

SERGEANT’S PET CARE PRODUCTS, INC.

ID NUMBER: 04703J

received by facsimile transmission on September 26, 2012 is hereby endorsed Filed on September 26, 2012 by the Administrator.

The document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.

 

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In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 26TH day of September, 2012.

 

  

LOGO

Director

Bureau of Commercial Services

Sent by Facsimile Transmission 12270

 

LOGO

MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS BUREAU OF COMMERCIAL SERVICES Date Received This document is effective on the date filed, unless a subsequent effective date within 00 days after received date is stated in the document. Name Warner Norcross & Judd LLP Attn: M, Daniel Address 111 Lyon Street NW, Suite 900 City State Zip Code Grand Rapids Michigan 49SQ3 effective date Document will bo returned to the name and address you enter above. If left blank, document will be returned to the registered office. CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION For use by Domestic Profit and Nonprofit Corporations (Please read information and instructions on the last page) Pursuant to the provisions of Act 284, Public Acts of 1972., (profit corporations), or Act 162, Public Acts of 1962 (nonprofit corporations), the undersigned corporation executes the following Certificate: 1. The present name of the corporation is; Perrigo Animal Wellbeing, Inc. 2. The identification number assigned by the Bureau is: 04703J 3. Article I of the Articles of Incorporation is hereby amended to read as follows: The name of the corporation is Sergeant’s Pet Care Products, Inc.

 

PAGE 3 OF 4

 

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COMPLETE ONLY ONE OF THE FOLLOWING: 4. Profit or Nonprofit Corporations: For amendments adopted by unanimous consent of incorporators before the first meeting of the board of directors or trustees. The foregoing amendment to the Articles of Incorporation was duly adopted on the day of , , in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees. Signed this day of , (Signature) (Signature) (Type or Print Name) (Type or Print Name) (Signature) (Signature) (Type or Print Name) (Type or Print Name) 5. Profit Corporation Only: Shareholder or Board Approval The foregoing amendment to the Articles of Incorporation proposed by the board was duty adopted on the 26th day of September 2012, by the: (check one Of the following) ? share holders at a meeting in accordance with Section 611(3) of the Act. written consent of the shareholders having not less than the minimum number of votes required by statute in accordance with Section 407(1) of the Act. Written notice to shareholders who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders is permitted only if such provision appears in the Articles of Incorporation.) ? written consent of all the shareholders entitled to vote in accordance with Section 407(2) of the Act- ? board of a profit corporation pursuant to section 611 (2) of the Act, Profit Corporations and Professional Service Corporations Signed this 26 day of September , 2012 (Signature of an authorized officer or agent) (Type or Print Name) 8605943

 

PAGE 4 OF 4

 

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BCS/CD-515 (Rev 04/11) MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS BUREAU OF COMMERCIAL SERVICES Date Received This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. Name Warner Norcross & Judd LLP Attn: M. Daniel Address 111 Lyon Street NW, Suite 900 City State Zip Code Grand Rapids Michigan 4950 EFFECTIVE DATE: Document will be returned to the name and address you enter above. If left blank, document will be returned to the registered office. CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION For use by Domestic Profit and Nonprofit Corporations (Please read information and instructions on the last page) Pursuant to the provisions of Act 284, Public Acts of 1972, (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate: 1. The present name of the corporation is: Perrigo Animal Wellbeing, Inc.

2. The identification number assigned by the Bureau is: 04703J 3. Article | of the Articles of Incorporation is hereby amended to read as follows: The name of the corporation is Sergeant’s Pet Care Products, Inc. COMPLETE ONLY ONE OF THE FOLLOWING:

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4. Profit or Nonprofit Corporations: For amendments adopted by unanimous consent of incorporators before the first meeting of the board of directors or trustees. The foregoing amendment to the Articles of Incorporation was duly adopted on the day of , , in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees. Signed this day of , (Signature) (Signature) (Type or Print Name) (Type or Print Name) (Signature) (Signature) (Type or Print Name) (Type or Print Name) 5. Profit Corporation Only: Shareholder or Board Approval The foregoing amendment to the Articles of Incorporation proposed by the board was duly adopted on the 26th day of September 2012 , by the: (check one of the following) ? shareholders at a meeting in accordance with Section 611 (3) of the Act. IXI written consent of the shareholders having not less than the minimum number of votes required by statute in accordance with Section 407(1) of the Act. Written notice to shareholders who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders is permitted only if such provision appears in the Articles of Incorporation.) ? written consent of all the shareholders entitled to vote in accordance with Section 407(2) of the Act. ? board of a profit corporation pursuant to section 611(2) of the Act. Profit Corporations and Professional Service Corporations Signed this 26 day of September 2012 (Signature of an authorized officer or agent) (Type or Print Name) 86069 8606943

 

Michigan Department of Licensing and Regulatory Affairs

Filing Endorsement

This is to Certify that the ARTICLES OF INCORPORATION—PROFIT

for

PERRIGO ANIMAL WELLBEING, INC.

ID NUMBER: 04703J

received by facsimile transmission on September 14, 2012 is hereby endorsed Filed on September 14, 2012 by the Administrator.

The document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.

 

LOGO   

In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 14TH day of September, 2012.

 

  

LOGO

Director

Bureau of Commercial Services

Sent by Facsimile Transmission 12258

 

PAGE 2 OF 6

 

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ARTICLES OF INCORPORATION

For use by Domestic Profit Corporations

(Please read information and instructions on the last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned executes the following Articles;

ARTICLE I

The name of the corporation is Perrigo Animal Wellbeing, Inc.

ARTICLE II

The purpose of the corporation is to engage in any one or more lawful acts or activities within the purposes for which a corporation may be formed under the Michigan Business Corporation Act.

ARTICLE III

The total authorized capital stock of the corporation is 60,000 shares of common stock all of one class.

ARTICLE IV

The street address (which is the mailing address) of the initial registered office of the corporation is 601 Abbott Road, East Lansing, Michigan 48823.

The name of the resident agent at the registered office is CSC-Lawyers Incorporating Service (Company).

 

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ARTICLE V

The name and address of the incorporator are as follows:

 

Name

   

Address

Todd W. Kingma   

515 Eastern Avenue

Allegan, Michigan 49010-9070

ARTICLE VI

When a compromise or arrangement or a plan of reorganization of the corporation is proposed between the corporation and its creditors or any class of them or between the corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of the corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of the corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on the corporation.

ARTICLE VII

Any action required or permitted by the Michigan Business Corporation Act, these Articles, or the bylaws of the corporation to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented to the action in writing.

 

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An electronic transmission consenting to an action transmitted by a shareholder or proxy holder, or by a person authorized to act for the shareholder or proxy holder, shall be considered written, signed, and dated if the electronic transmission is delivered with information from which the corporation can determine (a) that the electronic transmission was transmitted by the shareholder or proxy holder, or by the person authorized to act for the shareholder or proxy holder, and (b) the date on which the electronic transmission was transmitted. The date on which an electronic transmission is transmitted is the date on which the consent was signed. A consent given by electronic transmission is not delivered until it is received by the Secretary or any other designated officer of the corporation and reproduced in paper form by the corporation.

ARTICLE VIII

The corporation shall indemnify any director of the corporation who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that he or she is or was a director, or is or was serving at the request of the corporation in another capacity, to the fullest extent permitted (in the absence of rights granted under these Articles, the corporation’s bylaws, or a contractual agreement) by the Michigan Business Corporation Act. The corporation may further indemnify directors, and may indemnify persons who are not directors, to the extent authorized by the Michigan Business Corporation Act, bylaw, resolution of the board of directors, or contractual agreement authorized by the board of directors. A change in the Michigan Business Corporation Act, these Articles, or the bylaws that reduces the scope of indemnification shall not apply to any action or omission that occurs before the change.

ARTICLE IX

A director of the corporation shall not be liable to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except that a director’s liability is not limited for;

(1) the amount of a financial benefit received by a director to which he or she is not entitled;

(2) intentional infliction of harm on the corporation or the shareholders;

(3) a violation of section 551 of the Michigan Business Corporation Act; or

(4) an intentional criminal act.

If the Michigan Business Corporation Act is amended to further eliminate or limit the liability of a director, then a director of the corporation (in addition to the circumstances in which a director is not liable as set forth in the preceding paragraph) shall, to the fullest extent permitted by the Michigan Business Corporation Act, as so amended, not be liable to the corporation or its shareholders. No amendment to or modification or repeal of this Article shall increase the liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment, modification, or repeal.

 

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ARTICLE X

The corporation may amend or repeal any provision contained in these Articles and add Articles in the manner prescribed by statute.

The incorporator has executed these Articles of Incorporation on Sept. 14, 2012.

 

/s/ Todd W. Kingma
Todd W. Kingma, Incorporator

 

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LOGO

ARTICLES OF INCORPORATION

For use by Domestic Profit Corporations

(Please read information and instructions on the last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned executes the following Articles:

ARTICLE I

The name of the corporation is Perrigo Animal Wellbeing, Inc.

ARTICLE II

The purpose of the corporation is to engage in any one or more lawful acts or activities within the purposes for which a corporation may be formed under the Michigan Business Corporation Act.

ARTICLE III

The total authorized capital stock of the corporation is 60,000 shares of common stock all of one class.

ARTICLE IV

The street address (which is the mailing address) of the initial registered office of the corporation is 601 Abbott Road, East Lansing, Michigan 48823.

The name of the resident agent at the registered office is CSC-Lawyers Incorporating Service (Company).

ARTICLE V

The name and address of the incorporator are as follows:

 

Name

   

Address

Todd W. Kingma    515 Eastern Avenue
   Allegan, Michigan 49010-9070

ARTICLE VI

When a compromise or arrangement or a plan of reorganization of the corporation is proposed between the corporation and its creditors or any class of them or between the corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of the corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of the corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on the corporation.

ARTICLE VII

Any action required or permitted by the Michigan Business Corporation Act, these Articles, or the bylaws of the corporation to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented to the action in writing.

 

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An electronic transmission consenting to an action transmitted by a shareholder or proxy holder, or by a person authorized to act for the shareholder or proxy holder, shall be considered written, signed, and dated if the electronic transmission is delivered with information from which the corporation can determine (a) that the electronic transmission was transmitted by the shareholder or proxy holder, or by the person authorized to act for the shareholder or proxy holder, and (b) the date on which the electronic transmission was transmitted. The date on which an electronic transmission is transmitted is the date on which the consent was signed. A consent given by electronic transmission is not delivered until it is received by the Secretary or any other designated officer of the corporation and reproduced in paper form by the corporation.

ARTICLE VIII

The corporation shall indemnify any director of the corporation who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that he or she is or was a director, or is or was serving at the request of the corporation in another capacity, to the fullest extent permitted (in the absence of rights granted under these Articles, the corporation’s bylaws, or a contractual agreement) by the Michigan Business Corporation Act. The corporation may further indemnify directors, and may indemnify persons who are not directors, to the extent authorized by the Michigan Business Corporation Act, bylaw, resolution of the board of directors, or contractual agreement authorized by the board of directors. A change in the Michigan Business Corporation Act, these Articles, or the bylaws that reduces the scope of indemnification shall not apply to any action or omission that occurs before the change.

ARTICLE IX

A director of the corporation shall not be liable to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except that a director’s liability is not limited for:

(1) the amount of a financial benefit received by a director to which he or she is not entitled;

(2) intentional infliction of harm on the corporation or the shareholders;

(3) a violation of section 551 of the Michigan Business Corporation Act; or

(4) an intentional criminal act.

If the Michigan Business Corporation Act is amended to further eliminate or limit the liability of a director, then a director of the corporation (in addition to the circumstances in which a director is not liable as set forth in the preceding paragraph) shall, to the fullest extent permitted by the Michigan Business Corporation Act, as so amended, not be liable to the corporation or its shareholders. No amendment to or modification or repeal of this Article shall increase the liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment, modification, or repeal.

 

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ARTICLE X

The corporation may amend or repeal any provision contained in these Articles and add Articles in the manner prescribed by statute.

The incorporator has executed these Articles of Incorporation on Sept. 14, 2012.

 

/s/ Todd W. Kingma
Todd W. Kingma, Incorporator

 

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EX-3.23 22 d772859dex323.htm EX-3.23 EX-3.23

Exhibit 3.23

 

 

 

 

 

 

 

 

 

 

 

BYLAWS

OF

PERRIGO ANIMAL WELLBEING, INC.

TABLE OF CONTENTS

 

          Page  

ARTICLE 1

    SHAREHOLDERS      1   

1.1

    Time and Place of Meetings      1   

1.2

    Annual Meetings of Shareholders      1   

1.3

    Special Meetings      1   

1.4

    Notice of Meetings      1   

1.5

    Shareholder Proposals      1   

1.6

    Adjournments      2   

1.7

    Waiver of Notice      3   

1.8

    List of Shareholders Entitled to Vote      3   

1.9

    Quorum      3   

1.10

    Voting Rights      4   

1.11

    Vote Required      4   

1.12

    Class Voting      4   

1.13

    Participation in Meeting by Remote Communication      4   

1.14

    Electronic Meeting      4   

1.15

    Conduct of Meetings      4   

1.16

    Business Transacted      5   

1.17

    Action Without a Meeting      5   

1.18

    Record Date      6   

1.19

    Proxies      7   

ARTICLE 2

    DIRECTORS      8   

2.1

    Powers      8   

2.2

    Number and Term of Directors      8   

2.3

    Vacancies      8   

2.4

    Removal      8   

2.5

    Resignation      8   

2.6

    Directors’ Compensation      8   

2.7

    Regular Meetings      8   

2.8

    Special Meetings      9   

2.9

    Notice of Meetings      9   

2.10

    Waiver of Notice      9   

2.11

    Purpose of Meetings      9   

2.12

    Quorum and Required Vote      9   

2.13

    Action by Written Consent      9   

2.14

    Electronic Participation in Meeting      10   

2.15

    Committees of Directors      10   

ARTICLE 3

    OFFICERS      11   

3.1

    Appointment      11   

3.2

    Term and Removal      11   

3.3

    Chairperson of the Board      11   

 

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          Page  

3.4

    Vice Chairperson of the Board      11   

3.5

    President      11   

3.6

    Vice Presidents      12   

3.7

    Secretary      12   

3.8

    Treasurer      12   

3.9

    Assistant Secretaries and Assistant Treasurers      12   

3.10

    Other Officers      12   

ARTICLE 4

    INDEMNIFICATION      12   

4.1

    Indemnification in Action by Third Party      12   

4.2

    Indemnification in Action by or in Right of the Corporation      13   

4.3

    Expenses      13   

4.4

    Determination, Evaluation, and Authorization of Indemnification      14   

4.5

    Advances      16   

4.6

    Other Indemnification Agreements      16   

4.7

    Insurance      16   

4.8

    Constituent Corporation      17   

4.9

    Definitions      17   

ARTICLE 5

    SHARE CERTIFICATES AND TRANSFERS      17   

5.1

    Share Certificates; Required Signatures      17   

5.2

    Issuance of Shares Without Certificates      17   

5.3

    Replacement of Certificates      18   

5.4

    Registered Shareholders      18   

5.5

    Transfer Agent and Registrar      18   

5.6

    Transfer of Shares      18   

ARTICLE 6

    GENERAL PROVISIONS      18   

6.1

    Dividends or Other Distributions      18   

6.2

    Voting of Securities      18   

6.3

    Checks      18   

6.4

    Signing of Instruments      19   

6.5

    Corporate Books and Records      19   

6.6

    Seal      19   

ARTICLE 7

    AMENDMENTS      19   

 

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BYLAWS

OF

PERRIGO ANIMAL WELLBEING, INC.

Adopted and effective as of September 21, 2012

ARTICLE 1

SHAREHOLDERS

1.1 Time and Place of Meetings. Shareholder meetings shall be held at the corporation’s principal executive office during regular business hours or at such other time and place as the board of directors determines.

1.2 Annual Meetings of Shareholders. An annual meeting of shareholders shall, unless action to be taken at the meeting is instead taken by written consent as permitted by law, be held on such date and time as the board of directors determines.

1.3 Special Meetings. The board of directors, the Chairperson of the board of directors, or the President of the corporation may call a special meeting of shareholders by giving notice of the meeting to each shareholder entitled to vote at the meeting.

1.4 Notice of Meetings. Written notice of the date, time, place, if any, and purposes of a shareholder meeting shall be given not less than 10 nor more than 60 days before the date of the meeting, either personally, by mail, or, if authorized by the board of directors, by a form of electronic transmission to which the shareholder has consented, to each shareholder of record entitled to vote at the meeting. For the purposes of these bylaws, “electronic transmission” means any form of communication that does not directly involve the physical transmission of paper, that creates a record that may be retained and retrieved by the recipient and that may be reproduced in paper form by the recipient through an automated process. If, as authorized by the board of directors, a shareholder or proxy holder may be present and vote at the meeting by remote communication, the means of remote communication allowed shall be specified in the notice of the meeting. Notice of the purposes of the meeting shall include notice of any shareholder proposals that are proper subjects for shareholder action and are intended to be presented by shareholders who have notified the corporation in writing of their intention to present the proposals at the meeting in accordance with these bylaws.

1.5 Shareholder Proposals. Except as otherwise provided by statute, the articles of incorporation, or these bylaws:

(a) No matter may be presented for shareholder action at an annual or special meeting of shareholders unless such matter is: (i) specified in the notice of the meeting (or any supplement to the notice) given by or at the direction of the

board of directors, Chairperson, or President; (ii) otherwise presented at the meeting by or at the direction of the board of directors, Chairperson, or President; (iii) properly presented for action at the meeting by a shareholder in accordance with the notice provisions set forth in this Section and any other applicable requirements; or (iv) a matter accepted for presentation by the Chairperson in his or her sole discretion.

(b) For a matter to be properly presented by a shareholder and to be included in the notice of the purposes of a shareholder meeting, the shareholder must have given timely notice of the matter in writing to the Secretary, President, or Chairperson of the corporation. If notice of a proper shareholder proposal is received at the principal executive office of the corporation not later than the first day of the corporation’s fiscal year, the matter shall be included in the notice of the purposes of, and may be presented at, the first shareholder meeting held after the end of the 3rd calendar month of the corporation’s fiscal year. The notice by the shareholder must set forth: (i) a brief description of the matter the shareholder desires to present for shareholder action; (ii) the name and record address of the shareholder proposing the matter for shareholder action; and (iii) any material interest of the shareholder in the matter proposed for shareholder action.

(c) Shareholder proposals must be proper subjects for shareholder action. A submitted proposal or matter shall be omitted if it: (i) relates to the enforcement of a personal claim or the redress of a personal grievance against the corporation, its management, or any other person, (ii) consists of a recommendation, request, or mandate that action be taken with respect to a matter, including a general economic, political, racial, religious, social, or similar cause, that is not significantly related to the corporation’s business or is not within the corporation’s power to effectuate, (iii) has at the shareholder’s request previously been submitted in either of the last two annual shareholder meetings and the shareholder has failed to present the proposal, in person or by proxy, for action at the meeting, (iv) is substantially similar to a matter or proposal that has previously been presented at any of the preceding five annual shareholder meetings and the matter or proposal received less than 10% of the total number of votes cast, or (v) consists of a recommendation or request that the management take action with respect to a matter relating to the conduct of the corporation’s ordinary business operations.

1.6 Adjournments. If a meeting is adjourned, it is not necessary to give notice of the adjourned meeting if (a) the date, time, and place, if any, to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and (b) at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. A shareholder or proxy holder may be present and vote at the adjourned meeting by means of remote communication if he or she was permitted to be present and vote by that means of remote communication in the original meeting notice. If after the adjournment the board of directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with Section 1.4.

 

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1.7 Waiver of Notice. A shareholder or a shareholder’s attorney-in-fact may waive the shareholder’s right to notice before or after a meeting by a signed waiver of notice. A shareholder’s attendance at a meeting will result in a waiver of objection to:

(a) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(b) consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

1.8 List of Shareholders Entitled to Vote. The officer or agent having charge of the stock transfer books for shares of the corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholder meeting or any adjournment thereof. The list shall be:

(a) arranged alphabetically within each class and series, with the address of, and the number of shares held by, each shareholder;

(b) produced at the time and place of the meeting;

(c) subject to inspection by any shareholder at any time during the meeting; and

(d) prima facie evidence as to who are the shareholders entitled to examine the list or to vote at the meeting.

If the meeting is held solely by means of remote communication, then the list shall be open to the examination of any shareholder during the entire meeting by posting the list on a reasonably accessible electronic network and the information required to access the list shall be provided with the notice of the meeting. Failure to comply with the requirements of this Section shall not affect the validity of an action taken at the meeting before a shareholder makes a demand to comply with the requirements.

1.9 Quorum. Unless a greater quorum is required by the articles of incorporation or statute, shares entitled to cast a majority of the votes at a shareholder meeting constitute a quorum at the meeting. The shareholders present in person or by proxy at the meeting are counted for the purpose of determining a quorum. Once a quorum is present, business may be conducted until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the shares present. When the holders of a class or series of shares are entitled to vote separately on an item of business, each class or series must have a quorum, as determined by this Section, for the purpose of transacting the item of business.

 

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1.10 Voting Rights. Except as otherwise provided by statute or the articles of incorporation, each share is entitled to one vote on each matter submitted to a vote.

1.11 Vote Required. An action, other than the election of directors, to be taken by shareholder vote shall be authorized by a majority of the votes cast by shareholders entitled to vote on the action, unless a greater vote is required by statute or the articles of incorporation. Unless the articles of incorporation provide otherwise, directors shall be elected by a plurality of votes cast. Shareholders may not cumulate their votes.

1.12 Class Voting. If the articles of incorporation provide that a class of shares or a series of a class shall vote as a class, either generally or to authorize one or more specified actions, such voting as a class or series shall be in addition to any other required vote. Where voting as a class or series is provided in the articles of incorporation, it shall be by the proportionate vote provided in the articles or, if a proportionate vote is not so provided, then for any action other than the election of directors, the action shall be authorized by a majority of the votes cast by the holders of the class or series entitled to vote on the action, unless a greater vote is required by statute or the articles of incorporation.

1.13 Participation in Meeting by Remote Communication. A shareholder may participate in a shareholder meeting by a conference telephone or by other means of remote communication through which all persons participating in the meeting may communicate with the other participants, if (a) the board of directors authorizes such participation; (b) all participants are advised of the means of remote communication and the names of the participants in the meeting; (c) the corporation implements reasonable measures to verify that each person considered present and permitted to vote at the meeting by means of remote communication is a shareholder or proxy holder; (d) the corporation implements reasonable measures to provide each shareholder and proxy holder a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and (e) if any shareholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action is maintained by the corporation. Such participation in a meeting constitutes presence in person at the meeting.

1.14 Electronic Meeting. Unless otherwise restricted by the articles of incorporation or these bylaws, the board of directors may hold a meeting of shareholders solely by means of remote communication if the requirements of Section 1.13 are met.

1.15 Conduct of Meetings. Shareholder meetings shall be conducted as follows:

(a) The Chairperson of the meeting shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting. Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.

 

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(b) The Chairperson of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall close upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes nor any revocations or changes to ballots, proxies, or votes may be accepted.

(c) If disorder arises that prevents the continuation of the business of the meeting, the Chairperson may adjourn the meeting.

(d) The Chairperson may require any person who is not a shareholder of record or holding a proxy to leave the meeting.

1.16 Business Transacted. The business effectively transacted at a shareholder meeting shall be confined to the following:

(a) any matter specified in the notice or reasonably related to a matter specified in the notice; and

(b) any matter (i) the consideration of which is not objected to by any shareholder attending the meeting, and (ii) notice of which is waived by all shareholders not attending the meeting.

1.17 Action Without a Meeting. Any action required or permitted to be taken at a shareholder meeting may be taken without a meeting, without prior notice, and without a vote, if:

(a) before or after the action all the shareholders entitled to vote at the meeting consent in writing or, if authorized by the board of directors, by a form of electronic transmission; or

(b) the articles of incorporation provide for shareholder action without a meeting, and consents in writing setting forth the action taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. A written consent under this Subsection (b) must bear the date of signature of each shareholder who signs the consent and is not effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be made to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a

 

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corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented in writing.

An electronic transmission consenting to an action transmitted by a shareholder or proxy holder, or by a person authorized to act for the shareholder or proxy holder, is written, signed, and dated for the purposes of this Section if the electronic transmission is delivered with information from which the corporation can determine that the electronic transmission was transmitted by the shareholder or proxy holder, or by the person authorized to act for the shareholder or proxy holder, and the date on which the electronic transmission was transmitted. The date on which an electronic transmission is transmitted is the date on which the consent was signed for purposes of this Section. A consent given by electronic transmission is not delivered until it is received by the Secretary or any other designated officer of the corporation and reproduced in paper form by the corporation.

1.18 Record Date.

(a) For the purpose of determining shareholders entitled to notice of and to vote at a shareholder meeting or an adjournment of a meeting, the board of directors shall fix a record date, which shall not precede the date on which the board adopts the resolution fixing the record date. The date shall not be more than 60 nor less than 10 days before the date of the meeting. If a record date is not fixed, the record date for determination of shareholders entitled to notice of or to vote at a shareholder meeting shall be the close of business on the day next preceding the day on which notice is given or, if no notice is given, the day next preceding the day on which the meeting is held. When a determination of shareholders of record entitled to notice of or to vote at a shareholder meeting is made as provided in this Section, the determination applies to any adjournment of the meeting, unless the board of directors fixes a new record date under this Section for the adjourned meeting.

(b) For the purpose of determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, the board of directors shall fix a record date, which shall not precede the date on which the board adopts the resolution fixing the record date and shall not be more than 10 days after the board resolution. If a record date is not fixed and prior action by the board of directors is required with respect to the corporate action to be taken without a meeting, the record date is the close of business on the day on which the board resolution is adopted. If a record date is not fixed and prior board action is not required, the record date is the first date on which a signed written consent is delivered to the corporation as provided in these bylaws.

 

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(c) For the purpose of determining shareholders entitled to receive payment of a share dividend or distribution, or allotment of a right, or for the purpose of any other action, the board of directors shall fix a record date, which shall not precede the date on which the board adopts the resolution fixing the record date. The date shall not be more than 60 days before the payment of the share dividend or distribution, allotment of a right, or other action. If a record date is not fixed, the record date is the close of business on the day on which the board resolution relating to the corporate action is adopted.

1.19 Proxies. A shareholder entitled to vote at a shareholder meeting or to express consent or dissent without a meeting may authorize one or more other persons to act for the shareholder by proxy only by one of the following methods:

(a) The execution of a writing authorizing another person or persons to act for the shareholder as proxy. Execution may be accomplished by the shareholder or by an authorized officer, director, employee, or agent of the shareholder by either signing the writing or causing his or her signature to be affixed to the writing by any reasonable means including, but not limited to, facsimile signature; or

(b) Transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will hold the proxy or to a proxy solicitation firm, proxy support service organization, or similar agent fully authorized by the person who will hold the proxy to receive that transmission. Any telegram, cablegram, or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram, or other electronic transmission was authorized by the shareholder. If a telegram, cablegram, or other electronic transmission is determined to be valid, the inspectors, or, if there are no inspectors, the persons making the determination shall specify the information upon which they relied.

A copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission created pursuant to Subsection (a) or (b) may be substituted or used in lieu of the original writing or transmission for any purpose for which the original writing or transmission could be used, if the copy, facsimile telecommunication, or other reproduction is a complete reproduction of the entire original writing or transmission.

A proxy is not valid after the expiration of three years from its date unless otherwise provided in the proxy. A proxy must be filed with the corporation at or before the meeting.

 

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ARTICLE 2

DIRECTORS

2.1 Powers. The corporation’s business and affairs shall be managed by or under the direction of the board of directors, except as otherwise provided by statute or the articles of incorporation.

2.2 Number and Term of Directors. The board of directors shall consist of one or more directors as determined initially by the incorporator(s) and, thereafter, from time to time by the board of directors. A director need not be a shareholder. The first board of directors shall hold office until the first annual shareholder meeting. Directors shall be elected at each annual shareholder meeting, except as provided in Section 2.3, and each director shall hold office until a successor is elected and qualified, or until his or her resignation or removal. If shareholders of any class or series of shares have the exclusive right to elect one or more directors, those directors may be elected only by the vote of those shareholders.

2.3 Vacancies. Except as otherwise provided in the articles of incorporation, a vacancy occurring in the board (including a vacancy resulting from an increase in the number of directors) may be filled by the shareholders, by the board or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of the remaining directors. Except as otherwise provided in the articles of incorporation, if the holders of any class of shares or series are entitled to elect one or more directors to the exclusion of other shareholders, vacancies of that class or series may be filled by a majority of the directors elected by the holders of that class or series then in office whether or not those directors constitute a quorum or by the holders of shares of that class or series. A vacancy that will occur at a specific date, by reason of resignation effective at a later date, may be filled before the vacancy occurs, but the newly elected or appointed director may not take office until the vacancy occurs.

2.4 Removal. The holders of a majority of the shares entitled to vote at an election of directors may remove one or more directors with or without cause.

2.5 Resignation. A director may resign by written notice to the corporation. A resignation is effective upon its receipt by the corporation or at a later time specified in the notice.

2.6 Directors’ Compensation. The board of directors, by affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, may establish reasonable compensation for a director’s services to the corporation as a director or officer. Directors may also be reimbursed for their expenses, if any, of attendance at each meeting of the board or a committee.

2.7 Regular Meetings. Regular meetings of the board of directors shall be held at the date, time, and place that the board determines. A notice to directors is not required for a regular meeting, except that, when the board establishes or thereafter changes the schedule of regular meetings, or changes the date, time, or place of a previously scheduled regular meeting, notice of the action shall be given to each director who was absent from the meeting at which the action was taken.

 

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2.8 Special Meetings. The Chairperson, the President, or directors constituting at least one-third of the directors then in office may call a special meeting of the board of directors by giving notice to each director.

2.9 Notice of Meetings. Except as otherwise provided by these bylaws, notice of the date, time, and place of each meeting of the board of directors shall be given to each director by either of the following methods:

(a) by mailing a written notice of the meeting to the address that the director designates or, in the absence of designation, to the last known address of the director, at least five days before the date of the meeting; or

(b) by delivering a written notice of the meeting to the director at least one full business day before the meeting, personally or by a form of electronic transmission to which the director has consented, to the director’s last known office or home.

2.10 Waiver of Notice. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting, unless, at the beginning of the meeting or promptly upon the director’s arrival, the director objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. A director may waive notice in writing or by electronic transmission before or after a meeting.

2.11 Purpose of Meetings. Neither the business to be transacted at, nor the purpose of, a regular or special meeting need be specified in the notice or waiver of notice of the meeting. If the purpose is stated in the notice, the business transacted at the meeting is not limited to the purpose stated.

2.12 Quorum and Required Vote. A majority of the directors then in office, or of the members of a committee of the board of directors, constitutes a quorum for the transaction of business, unless the articles of incorporation, these bylaws, or, in the case of a committee, the board resolution establishing the committee, provide for a larger or smaller number. The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the board or of the committee, unless the vote of a larger number is required by statute, the articles of incorporation, these bylaws, or, in the case of a committee, the board resolution establishing the committee.

2.13 Action by Written Consent. Action required or permitted to be taken under authorization voted at a meeting of the board of directors or a committee of the board may be taken without a meeting if, before or after the action, all members of the board then in office or of the committee consent to the action in writing or by electronic transmission. The written consents shall be filed with the minutes of the board or committee. The consent has the same effect as a vote of the board or committee for all purposes.

 

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2.14 Electronic Participation in Meeting. A member of the board of directors or of a committee of the board may participate in a meeting by means of conference telephone or other means of remote communication through which all persons participating in the meeting can communicate with each other. Such participation in a meeting constitutes presence in person at the meeting. A director must be permitted to participate in a meeting by such means if the director so requests.

2.15 Committees of Directors.

(a) The board of directors may designate one or more committees consisting of one or more directors. The board may designate one or more directors as alternate members of a committee, who may replace an absent or disqualified member at a meeting of the committee. Unless prohibited by the board resolution creating the committee, in the absence or disqualification of a committee member, the committee members present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of the absent or disqualified member.

(b) A committee, to the extent provided in the board resolution creating the committee, may exercise all of the board’s power and authority in the management of the business and affairs of the corporation, except that a committee may not: (i) amend the articles of incorporation, except that a committee may prescribe the relative rights and preferences of the shares of any series designated in the articles of incorporation; (ii) adopt an agreement of merger or share exchange; (iii) recommend to shareholders the sale, lease, or exchange of all or substantially all of the corporation’s property and assets; (iv) recommend to shareholders a dissolution of the corporation or a revocation of a dissolution; (v) amend the bylaws of the corporation; or (vi) fill vacancies in the board of directors. Unless the articles of incorporation, these bylaws, or a resolution of the board of directors expressly so provides, a committee may not declare a distribution or dividend or authorize the issuance of stock.

(c) A committee exists, and each member serves, at the pleasure of the board. A committee may establish a time and place for regular meetings, for which no notice is required, except that, if the committee changes the date, time, or place of a regular meeting, notice of the change shall be given to each member who was absent from the meeting at which the change was made. Otherwise, a notice of a committee meeting shall be given in the same manner as a notice of a board meeting.

 

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ARTICLE 3

OFFICERS

3.1 Appointment. The board of directors, at its first meeting following appointment by the incorporator(s) and thereafter at its first meeting following the annual shareholder meeting, shall appoint a President, Secretary, and Treasurer and may elect from their number a Chairperson and one or more Vice Chairpersons. The board may also appoint one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers and agents that it deems necessary. The board of directors need not appoint or elect an officer to an office that is already filled and whose specified term has not expired. The same person may hold two or more offices, but an officer may not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law, the articles of incorporation, or these bylaws to be executed, acknowledged, or verified by two or more officers.

3.2 Term and Removal. An officer shall hold office for the term the board specifies upon election or appointment and until a successor is elected or appointed and qualified, or until the officer’s resignation or removal. The board may remove an officer with or without cause. An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a later date specified in the notice.

3.3 Chairperson of the Board. The Chairperson of the board, if one is elected, shall preside when present at all meetings of the shareholders and the board of directors. The Chairperson shall perform any other duties and exercise any other authority that the board prescribes and, unless otherwise provided by board resolution, is an ex officio member of all committees. Except where by law the signature of the President is required, the Chairperson possesses the same power and authority as the President to make and execute contracts, instruments, papers, and documents of every kind in the name of and on behalf of the corporation.

3.4 Vice Chairperson of the Board. During the unavailability or disability of the Chairperson, or while that office is vacant, the Vice Chairpersons, in the order the board designates, may exercise all of the powers and discharge all of the duties of the Chairperson. A Vice Chairperson shall perform any other duties that the board prescribes.

3.5 President. The President shall be the corporation’s chief executive officer and have the general control and management of its business, under the direction of the board. The President shall ensure that all orders and resolutions of the board are carried into effect. Unless the board specifically provides otherwise, the President shall be an ex officio member of all committees. The President shall perform all duties incident to the office of President and other duties that the board prescribes. The President may make and execute contracts, instruments, papers, and documents of every kind in the name and on behalf of the corporation, except when the board specifies the same to be done by another officer or agent. During the absence or disability of the Chairperson and the Vice Chairpersons, or while those offices are vacant, the President shall preside over all meetings of the board of directors and the shareholders and perform all of the duties and have all of the power and authority of the Chairperson.

 

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3.6 Vice Presidents. The board may designate one or more Vice Presidents to perform the duties and exercise the authority of the President during the President’s absence or disability. Each Vice President shall perform other duties that the President assigns or the board prescribes.

3.7 Secretary. The Secretary shall cause to be recorded and maintained minutes of all meetings of the board, board committees, and shareholders. The Secretary shall cause to be given all notices required by law, these bylaws, or resolution of the board and shall perform other duties that the President assigns or the board prescribes.

3.8 Treasurer. The Treasurer shall cause to be kept in books belonging to the corporation a full and accurate account of all receipts, disbursements, and other financial transactions of the corporation. The Treasurer shall perform other duties that the President assigns or the board prescribes.

3.9 Assistant Secretaries and Assistant Treasurers. An Assistant Secretary or an Assistant Treasurer may perform any duty or exercise any authority of the Secretary or Treasurer, respectively. An Assistant Secretary or Assistant Treasurer also shall perform duties that the Secretary or the Treasurer, respectively, or the President assigns or that the board prescribes.

3.10 Other Officers. The board of directors may appoint other officers to perform duties and exercise authority that the President assigns or the board prescribes.

ARTICLE 4

INDEMNIFICATION

4.1 Indemnification in Action by Third Party. The corporation shall indemnify any director and may indemnify any officer, employee, agent, or other person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in the right of the corporation), whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses (including attorneys’ fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and, with respect to a criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an

 

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action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

4.2 Indemnification in Action by or in Right of the Corporation. The corporation shall indemnify any director and may indemnify any officer, employee, agent, or other person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders. Indemnification shall not be made for a claim, issue, or matter in which the person shall have been found liable to the corporation except to the extent authorized by statute.

4.3 Expenses. To the extent that a director or officer of the corporation or any other person entitled to mandatory indemnification under Section 4.1 of this Article has been successful on the merits or otherwise in defense of an action, suit, or proceeding referred to in Section 4.1 or 4.2 of this Article, or in defense of a claim, issue, or matter in the action, suit, or proceeding, the corporation shall indemnify that person against actual and reasonable expenses (including attorneys’ fees), incurred by the person in connection with the action, suit, or proceeding and an action, suit, or proceeding brought to enforce the mandatory indemnification provided in this Section. The corporation may indemnify any other employee, agent or person who may be indemnified under Section 4.1 or 4.2 to the extent that person has been successful on the merits or otherwise against actual and reasonable expenses (including attorneys’ fees) incurred by the person in connection with the action, suit, or proceeding and an action, suit, or proceeding brought to enforce the mandatory indemnification provided in this Section.

 

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4.4 Determination, Evaluation, and Authorization of Indemnification.

(a) Except as otherwise provided in Subsection (e) or unless ordered by a court, the corporation shall make an indemnification under Section 4.1 or 4.2 of this Article only upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 4.1 or 4.2 of this Article and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination and evaluation may be made in any of the following ways:

(i) By a majority vote of a quorum of the board of directors consisting of directors who are not parties or threatened to be made parties to the action, suit, or proceeding.

(ii) If a quorum cannot be obtained under Subsection (i) above, by majority vote of a committee duly designated by the board and consisting solely of two or more directors not at the time parties or threatened to be made parties to the action, suit, or proceeding.

(iii) By independent legal counsel in a written opinion, which counsel shall be selected in one of the following ways:

(A) By the board or its committee in the manner prescribed in Subsection (i) or (ii) above.

(B) If a quorum of the board cannot be obtained under Subsection (i) above and a committee cannot be designated under Subsection (ii) above, by the board.

(iv) By all independent directors (as that term is defined in the Michigan Business Corporation Act) who are not parties or threatened to be made parties to the action, suit, or proceeding.

(v) By the shareholders, but shares held by directors, officers, employees, or agents who are parties or threatened to be made parties to the action, suit, or proceeding may not be voted.

(b) In the designation of a committee under Subsection (a)(ii) or in the selection of independent legal counsel under Subsection (a)(iii)(B), all directors may participate.

(c) If a person is entitled to indemnification under Section 4.1 or 4.2 for a portion of expenses, including reasonable attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the corporation may indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

(d) The corporation shall authorize payment of indemnification under this Section in one of the following ways:

(i) By the board in one of the following ways:

(A) If there are two or more directors who are not parties or threatened to be made parties to the action, suit, or proceeding, by a majority vote of all directors who are not parties or threatened to be made parties, a majority of whom shall constitute a quorum for this purpose.

 

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(B) By a majority of the members of a committee of two or more directors who are not parties or threatened to be made parties to the action, suit, or proceeding.

(C) If the corporation has one or more independent directors who are not parties or threatened to be made parties to the action, suit, or proceeding, by a majority vote of all independent directors who are not parties or are threatened to be made parties, a majority of whom shall constitute a quorum for this purpose.

(D) If there are no independent directors and less than two directors who are not parties or threatened to be made parties to the action, suit, or proceedings, by the vote necessary for action by the board in accordance with Section 523 of the Michigan Business Corporation Act, in which authorization all directors may participate.

(ii) By the shareholders, but shares held by directors, officers, employees, or agents who are parties or threatened to be made parties to the action, suit, or proceeding may not be voted on the authorization.

(e) To the extent that the articles of incorporation include a provision eliminating or limiting the liability of a director pursuant to Section 209(1)(c) of the Michigan Business Corporation Act, the corporation may indemnify a director for the expenses and liabilities described in this Subsection without a determination that the director has met the standard of conduct set forth in Section 4.1 or 4.2, but no indemnification shall be made except to the extent authorized in Section 564c of the Michigan Business Corporation Act if the director received a financial benefit to which he or she was not entitled, intentionally inflicted harm on the corporation or its shareholders, violated Section 551 of the Michigan Business Corporation Act, or intentionally committed a criminal act. In connection with an action or suit by or in the right of the corporation as described in Section 4.2, indemnification under this Subsection shall be for expenses, including attorneys’ fees, actually and reasonably incurred. In connection with an action, suit, or proceeding other than an action, suit, or proceeding by or in the right of the corporation, as described in Section 4.1, indemnification under this Subsection shall be for expenses, including attorneys’ fees, actually and reasonably incurred, and for judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred.

 

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4.5 Advances.

(a) The corporation may pay or reimburse the reasonable expenses incurred by a director, officer, employee, or agent who is a party or threatened to be made a party to an action, suit, or proceeding before final disposition of the proceeding if the person furnishes the corporation a written undertaking, executed personally or on the person’s behalf, to repay the advance if it is ultimately determined that the person did not meet the applicable standard of conduct, if any, required by statute for the indemnification of a person under the circumstances.

(b) The undertaking required by Subsection (a) above must be an unlimited general obligation of the person, but need not be secured and may be accepted without reference to the financial ability of the person to make repayment.

(c) An evaluation of reasonableness under this Section shall be made in the manner specified in Section 4.4(a) above, and authorizations shall be made in the manner specified in Section 4.4(d) above.

(d) A provision in the articles of incorporation or bylaws, a resolution of the board or shareholders, or an agreement making indemnification mandatory shall also make the advancement of expenses mandatory unless the provision, resolution, or agreement specifically provides otherwise.

4.6 Other Indemnification Agreements. The indemnification or advancement of expenses provided by this Article is not exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation, these bylaws, or a contractual agreement. The total amount of expenses advanced or indemnified from all sources combined may not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided in Sections 4.1 to 4.6 continues as to a person who ceases to be a director, officer, employee, or agent and shall inure to the benefit of the person’s heirs, personal representatives, and administrators.

4.7 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by the person in any such capacity or arising out of the person’s status as such, whether or not the corporation would have power to indemnify the person against the liability under Sections 4.1 to 4.6. To the extent that the articles of incorporation include a provision eliminating or limiting the liability of a director pursuant to Section 209(1)(c) of the Michigan Business Corporation Act, the corporation may purchase insurance on behalf of a director from an insurer owned by the corporation, but insurance purchased from that insurer may insure a director against monetary liability to the corporation or its shareholders only to the extent that the corporation could indemnify the director under Section 4.4(e).

 

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4.8 Constituent Corporation. For the purposes of this Article, “corporation” includes all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation, so that a person who is or was a director, officer, employee, or agent of the constituent corporation or is or was serving at the request of the constituent corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise whether for profit or not shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as the person would if the person had served the resulting or surviving corporation in the same capacity.

4.9 Definitions. For the purposes of this Article: (a) “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; (b) “other enterprises” shall include employee benefit plans; (c) “serving at the request of the corporation” shall include any service as a director, officer, employee, or agent of the corporation which service imposes duties on, or involves services by, the director, officer, employee, or agent with respect to any employee benefit plan, its participants, or beneficiaries; and (d) a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in manner “not opposed to the best interest of the corporation or its shareholders” as referred to in Sections 4.1 and 4.2.

ARTICLE 5

SHARE CERTIFICATES AND TRANSFERS

5.1 Share Certificates; Required Signatures. Every holder of stock in the corporation shall be entitled to have a certificate in the name of the corporation signed by the Chairperson, a Vice Chairperson, the President, or a Vice President. Share certificates may, but need not be, sealed with the seal of the corporation or a facsimile of the seal. The signatures of the officers may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or its employee. The corporation may issue a certificate even though the officer who has signed or whose facsimile signature has been placed upon the certificate ceases to be an officer before the certificate is issued.

5.2 Issuance of Shares Without Certificates. The corporation may issue some or all of the shares of any or all of its classes or series without certificates. Within a reasonable time after issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement confirming the issuance of shares without certificates. Such written statements shall include: (a) the name of the corporation and that it is formed under the laws of the State of Michigan; (b) the name of the person to whom the shares are issued; (c) the number and class of shares and the designation of the series, if any, which the certificate represents; (d)

 

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that the holder of the shares is entitled to have a certificate upon written request made to the Secretary of the corporation, and (e) any other information required by law to appear on a stock certificate.

5.3 Replacement of Certificates. The corporation shall issue a new certificate for shares in place of a certificate alleged to have been lost or destroyed. The board of directors may require the owner of the lost or destroyed certificate, or the owner’s legal representative, to give the corporation a bond or other security sufficient to indemnify the corporation against any claim that may be made against it on account of the lost or destroyed certificate or the issuance of a replacement certificate.

5.4 Registered Shareholders. The corporation may treat the registered holder of a share as the absolute owner of the share and shall not be bound to recognize any equitable interest in or other claim to the share by any other person, whether or not the corporation has actual notice of the interest or claim, except as otherwise provided by law.

5.5 Transfer Agent and Registrar. The board of directors may appoint a transfer agent and a registrar for the transfer and registration of its securities.

5.6 Transfer of Shares. A sale, assignment, exchange, conveyance, gift, pledge, hypothecation, or other transfer of shares of the corporation’s stock, whether by operation of law or otherwise, shall not be effective as to the corporation until recorded on the corporation’s stock transfer books.

ARTICLE 6

GENERAL PROVISIONS

6.1 Dividends or Other Distributions. By action of the board of directors, the corporation may declare and pay dividends or make other distributions as permitted by law.

6.2 Voting of Securities. Unless the board directs otherwise, the Chairperson or the President, or, during their absence or disability, the Vice Presidents in the order that the board designates, may on behalf of the corporation attend and vote (or execute in the name or on behalf of the corporation a consent in writing or by electronic transmission in lieu of a meeting of shareholders or a proxy authorizing an agent or attorney-in-fact for the corporation to attend and vote) at any meeting of security holders of any corporation in which the corporation holds securities. At such meetings such person may exercise all rights incident to the ownership of such securities which the corporation might exercise if present. The board may confer this voting power upon any other person.

6.3 Checks. The corporation’s checks, drafts, and orders for the payment of money shall be signed in the name of the corporation in the manner and by the persons that the board of directors designates.

 

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6.4 Signing of Instruments. When the board or these bylaws authorize the signing of a contract, conveyance, or other instrument without specification of the signing officer, the Chairperson, the President, any Vice President, the Secretary, or the Treasurer may sign in the name and on behalf of the corporation and may affix the corporate seal to the instrument. The board may authorize other officers and agents to sign instruments in the name and on behalf of the corporation.

6.5 Corporate Books and Records. The corporation shall keep books and records of account and minutes of the proceedings of its shareholders, board of directors, and executive committee, if any. The books, records, and minutes may be kept outside the State of Michigan. The corporation shall keep at its registered office, or at the office of its transfer agent within or without the State of Michigan, records containing the names and addresses of all shareholders, the number, class and series of shares held by each, and the dates when they respectively became holders of record. Any of the books, records, or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. The corporation shall convert into written form without charge any record not in written form, unless otherwise requested by a person entitled to inspect the record.

6.6 Seal. The corporation may have a seal in the form that the board of directors determines. The seal may be used by causing it or a facsimile to be affixed, impressed, or reproduced.

ARTICLE 7

AMENDMENTS

The shareholders or the board of directors may amend or repeal these bylaws or adopt new bylaws, unless the articles of incorporation or these bylaws provide that the power to adopt new bylaws is reserved exclusively to the shareholders or that the board may not alter or repeal these bylaws or any particular bylaw. Amendment of these bylaws by the board requires the vote of a majority of the directors then in office.

 

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EX-3.24 23 d772859dex324.htm EX-3.24 EX-3.24

Exhibit 3.24

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:08 PM 06/16/2010

FILED 03:04 PM 06/16/2010

SRV 100663077 - 4014878 FILE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

VELCERA, INC.

(originally Incorporated, under the name Denali Sciences, Inc., on August 12, 2005)

Velcera, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify that this Amended and Restated Certificate of Incorporation of the Corporation (this “Certificate of Incorporation”) set forth below has been duly adopted in accordance with Sections 228, 242 and 245 of the DGCL.

FIRST: The name of the Corporation shall be: “Velcera, Inc.”

SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle 19808. The name of the registered agent of the Corporation at such address is Corporation Service 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 the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation is authorized to issue is one hundred twenty-five million (125,000,000), all of which shall be common stock with a par value of $0.001 per share.

FIFTH: The Board of Directors of the Corporation shall have the power to adopt, amend or repeal the by-laws, except that, for so long as that certain Voting Agreement, dated June 7, 2010, by and among the Corporation and certain of its stockholders, remains in effect, the Board of Directors shall not have the power to amend or repeal Sections 3.1, 3.2, and 3.11 of the Corporation’s by-laws as in effect from time to time.

SIXTH: 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 to the fullest extent of the law. If a director of the Corporation who is also a partner or employee of an entity that is a holder of capital stock of the Corporation and that is in the business of investing and reinvesting in other entities, or an employee of an entity that manages such an entity (each, a “Fund”), acquires knowledge of a potential transaction or matter in such person’s capacity as a partner or employee of the Fund or the manager or general partner of the Fund and that may be a corporate opportunity for both the Corporation and such Fund (a “Fund Corporate Opportunity”), then (i) such Fund Corporate Opportunity shall belong to such Fund, (ii) such director shall, to the fullest extent permitted by law, be deemed to have fully satisfied and fulfilled his fiduciary duty to the Corporation and its stockholders with respect to such Fund Corporate Opportunity, and (iii) the Corporation, to the fullest extent permitted by law, renounces and waives any claim or expectancy that such Fund Corporate Opportunity constituted a corporate opportunity that should have been presented to the Corporation or any of its affiliates; provided, however, that such director acts in good faith and such opportunity was not offered to such person in his or her capacity as a director of the Corporation; and provided, further, that nothing herein or otherwise shall limit the Corporation’s right to pursue or consummate any transaction related to any Fund Corporate Opportunity even if originated by any director or any Fund.

 

1

SEVENTH: To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) agents of the Corporation (and any other persons to which General Corporation Law permits the Corporation to provide indemnification) through by-law provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, subject only to limits created by applicable General Corporation Law (statutory or non-statutory), with respect to actions for breach of duty to the Corporation, its stockholders, and others.

EIGHTH: The election of directors need not be by written ballot, unless the Corporation’s by-laws so provide.

[Signature Page Follows]

 

2

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by its Chief Executive Officer on June 16, 2010.

 

VELCERA, INC.

By:

   /s/ Dennis Steadman

Name:

   Dennis Steadman

Title:

   President and Chief Executive Officer

 

3

EX-3.25 24 d772859dex325.htm EX-3.25 EX-3.25

Exhibit 3.25

 

        

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:38 AM 04/01/2013

FILED 09:38 AM 04/01/2013

SRV 130378352 - 4014878 FILE

CERTIFICATE OF MERGER

merging

PET MERGER SUB, INC.

(a Delaware corporation)

with and into

VELCERA, INC.

(a Delaware corporation)

April 1, 2013

Pursuant to Section 251 of the Delaware General Corporation Law (the “DGCL”), the undersigned corporation hereby certifies as follows:

FIRST: The names and states of incorporation of each of the constituent entities to the merger are as follows: Pet Merger Sub, Inc., a corporation duly organized and existing under the laws of the State of Delaware (“Merger Sub”); and Velcera, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Corporation”).

SECOND: A Merger Agreement, dated as of January 31, 2013 (the “Merger Agreement”), by and among Perrigo Company, a Michigan corporation (“Parent”), Merger Sub, the Corporation and HealthCor Partners Management, L.P., as the Securityholders’ Representative, setting forth the terms and conditions of the merger of Merger Sub with and into the Corporation (the “Merger”), has been approved, adopted, executed and acknowledged by Merger Sub and the Corporation in accordance with Section 251(b) of the DGCL.

THIRD: The name of the corporation surviving the merger is “Velcera, Inc.”, a Delaware corporation (the “Surviving Corporation”).

FOURTH: The Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety as set forth on Exhibit A attached hereto;

FIFTH: The bylaws of Merger Sub shall be the bylaws of the Surviving Corporation.

SIXTH: The executed Merger Agreement is on file at an office of the Surviving Corporation at 515 Eastern Avenue, Allegan, MI 49010.

SEVENTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of Merger Sub or the Corporation.

 

1

BYLAWS

OF

PET MERGER SUB, INC.

TABLE OF CONTENTS

 

ARTICLE 1    STOCKHOLDERS

      1   

1.1

   Annual Meeting      1   

1.2

   Special Meetings      1   

1.3

   Notice of Meetings      1   

1.4

   Quorum      1   

1.5

   Organization      2   

1.6

   Conduct of Business      2   

1.7

   Proxies and Voting      2   

1.8

   Stock List      2   

1.9

   Consent of Stockholders in Lieu of Meeting      3   

ARTICLE 2    BOARD OF DIRECTORS

      3   

2.1

   Number and Term of Office      3   

2.2

   Vacancies      3   

2.3

   Regular Meetings      3   

2.4

   Special Meetings      3   

2.5

   Quorum      3   

2.6

   Participation in Meetings by Conference Telephone      4   

2.7

   Chairperson of the Board      4   

2.8

   Conduct of Business; Written Consents      4   

2.9

   Powers      4   

2.10

   Compensation of Directors      5   

ARTICLE 3    COMMITTEES

      5   

3.1

   Committees of the Board of Directors      5   

3.2

   Officers’ Committees      5   

3.3

   Conduct of Business      5   

ARTICLE 4    OFFICERS

      6   

4.1

   Generally      6   

4.2

   President      6   

4.3

   Vice President      6   

4.4

   Treasurer      6   

4.5

   Secretary      6   

4.6

   Delegation of Authority      6   

4.7

   Removal      6   

4.8

   Action with Respect to Ownership of Other Entities      6   

ARTICLE 5    STOCK

      7   

5.1

   Certificates of Stock      7   

5.2

   Transfers of Stock      7   

5.3

   Record Date      7   

5.4

   Lost, Stolen, or Destroyed Certificates      7   

5.5

   Regulations      7   

ARTICLE 6    NOTICES

      7   

6.2

   Waivers      8   

ARTICLE 7     MISCELLANEOUS

      8   

7.1

   Facsimile Signatures      8   

7.2

   Corporate Seal      8   

7.3

   Reliance upon Books, Reports, and Records      8   

7.4

   Fiscal Year      8   

7.5

   Time Periods      8   

7.6

   Indemnification      9   

ARTICLE 8    AMENDMENTS

      9   

8.1

   Amendments      9   

 

-ii-

BYLAWS

OF

PET MERGER SUB, INC.

ARTICLE 1 STOCKHOLDERS

1.1 Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the later of the date of incorporation or the last annual meeting of stockholders.

1.2 Special Meetings. Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors, the Chairperson or the President or as otherwise provided by law or the Certificate of Incorporation and shall be held at such place, on such date, and at such time as they or he shall fix.

1.3 Notice of Meetings.

(a) Written notice of the place, date and time of all meetings of the stockholders shall be given, not less than ten nor more than sixty days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the corporation).

(b) When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

1.4 Quorum.

(a) At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law.

(b) If a quorum shall fail to attend any meeting, the Chairperson of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

(c) If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

1.5 Organization. Any person as the Board of Directors may have designated or, in the absence of that person, the President of the corporation or, in the President’s absence, any person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairperson of the meeting. In the absence of the Secretary of the corporation, the secretary of the meeting shall be any person as the Chairperson appoints.

1.6 Conduct of Business. The Chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including any regulation of the manner of voting and the conduct of discussion as seem to him in order.

1.7 Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. Each stockholder shall have one vote for every share of stock entitled to vote which is registered in his or her name on the record date for the meeting, except as otherwise provided herein or required by law. All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the Chairperson of the meeting. All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.

1.8 Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

 

Pet Merger Sub, Inc. Bylaws        

-2-

1.9 Consent of Stockholders in Lieu of Meeting. Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE 2 BOARD OF DIRECTORS

2.1 Number and Term of Office. The initial Board of Directors shall consist of the number of members determined by the incorporator(s). Thereafter, the number of directors who shall constitute the whole board shall be such number as the Board of Directors shall determine, from time to time, by resolution of the Board of Directors. Each director shall be elected for a term of one year and until his or her successor is elected and qualified, except as otherwise provided herein or required by law. Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.

2.2 Vacancies. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until his or her successor is elected and qualified.

2.3 Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

2.4 Special Meetings. Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by providing notice by facsimile of the same not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

2.5 Quorum. At any meeting of the Board of Directors, a majority of the total number of the whole board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to any place, date, or time, without further notice or waiver thereof.

 

Pet Merger Sub, Inc. Bylaws        

-3-

2.6 Participation in Meetings by Conference Telephone. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

2.7 Chairperson of the Board. The Board of Directors shall elect, at its original meeting and each annual meeting, a Chairperson of the Board (the “Chairperson”) who shall be a director and who shall hold office until the next annual meeting of the Board and until his or her successor is elected and qualified or until his or her earlier resignation or removal by act of the Board. The Chairperson shall preside at meetings of the stockholders and the Board. In the absence of the Chairperson, the President shall preside at meetings of the stockholders and the Board.

2.8 Conduct of Business; Written Consents. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

2.9 Powers. The Board of Directors may, except as otherwise required by law, exercise all such powers and do all such acts and things as may be exercised or done by the corporation, including, without limiting the generality of the foregoing, the unqualified power

(a) To declare dividends from time to time in accordance with law;

(b) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(c) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(d) To remove any officer of the corporation with or without cause, and from time to time devolve the powers and duties of any officer upon any other person for the time being;

(e) To confer upon any officer of the corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(f) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the corporation and its subsidiaries as it may determine;

(g) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the corporation and its subsidiaries as it may determine; and

 

Pet Merger Sub, Inc. Bylaws        

-4-

(h) To adopt from time to time regulations, not inconsistent with these bylaws, for the management of the corporation’s business and affairs.

2.10 Compensation of Directors. Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

ARTICLE 3 COMMITTEES

3.1 Committees of the Board of Directors. The Board of Directors, by a vote of a majority of the whole board, may from time to time designate committees of the board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend or to authorize the issuance of stock if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may be unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. The Board of Directors may, from time to time, suspend, alter, continue or terminate any committee or the powers and functions thereof.

3.2 Officers’ Committees. Subject to the approval of the Board, the Chairperson may appoint, or may provide for the appointment of, committees consisting of officers or other persons, with chairmanships, vice chairmanships and secretaryships and such duties and powers as the Chairperson may, from time to time, designate and prescribe. The Board or the Chairperson may, from time to time, suspend, alter, continue or terminate any of such committees or the powers and functions thereof.

3.3 Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

 

Pet Merger Sub, Inc. Bylaws        

-5-

ARTICLE 4 OFFICERS

4.1 Generally. The officers of the corporation shall consist of a President, a Secretary, and any other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at the Board’s first meeting after every annual meeting of stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person. One person may hold more than one of the offices specified in this Article and may have such other titles as the Board of Directors may determine.

4.2 President. The President shall be the chief executive officer of the corporation. Subject to the provisions of these bylaws and to the direction of the Board of Directors, he shall have the responsibility for the general management and control of the business and affairs of the corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him by the Board of Directors. He shall have power to sign all stock certificates, contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the corporation.

4.3 Vice President. Each Vice President shall have such powers and duties as may be delegated to him by the Board of Directors. One Vice President shall be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability. In the absence of the Chairperson and the President, any Vice President who is a director shall, in the order prescribed by a resolution of the Board of Directors, preside at meetings of the stockholders and the Board of Directors.

4.4 Treasurer. The Treasurer shall have the responsibility for maintaining the financial records of the corporation and shall have custody of all monies and securities of the corporation. He shall make such disbursements of the funds of the corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe.

4.5 Secretary. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe.

4.6 Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision thereof.

4.7 Removal. Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors.

4.8 Action with Respect to Ownership of Other Entities. Unless otherwise directed by the Board of Directors, the President shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of owners of or with respect to any action of owners of any other entity in which this corporation may hold an ownership interest and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership in the other entity.

 

Pet Merger Sub, Inc. Bylaws        

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ARTICLE 5 STOCK

5.1 Certificates of Stock. Each stockholder shall be entitled to a certificate signed by, or in the name of the corporation by the Chairperson or a Vice Chairperson of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by the stockholder. Any of or all the signatures on the certificate may be facsimile.

5.2 Transfers of Stock. Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued for a lost, stolen, or destroyed certificate as provided in this Article, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

5.3 Record Date. The Board of Directors may fix a record date, which shall not be more than sixty nor less than ten days before the date of any meeting of stockholders, nor more than sixty days prior to the time for the other action hereinafter described, as of which there shall be determined the stockholders who are entitled: to notice of or to vote at any meeting of stockholders or any adjournment thereof; to express consent to corporate action in writing without a meeting; to receive payment of any dividend or other distribution or allotment of any rights; or to exercise any rights with respect to any change, conversion or exchange of stock or with respect to any other lawful action.

5.4 Lost, Stolen, or Destroyed Certificates. In the event of the loss, theft, or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

5.5 Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE 6 NOTICES

6.1 Notices.

(a) Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent, shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by means of electronic transmission. Any such notice shall be addressed to such stockholder, director, officer, employee, or agent at his or her last known address as the same appears on the books of the corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by electronic transmission, shall be the time of the giving of the notice.

 

Pet Merger Sub, Inc. Bylaws        

-7-

(b) Notice given pursuant to this section shall be deemed given by electronic transmission: (1) if by facsimile telecommunication, when directed to a number at which the stockholder or director has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder or director has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder or director of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder or director. An affidavit of the Secretary or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

6.2 Waivers. A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before of after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE 7 MISCELLANEOUS

7.1 Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these bylaws, facsimile signatures of any officer or officers of the corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

7.2 Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

7.3 Reliance upon Books, Reports, and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

7.4 Fiscal Year. The fiscal year of the corporation shall be as fixed by the Board of Directors.

7.5 Time Periods. In applying any provision of these bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

 

Pet Merger Sub, Inc. Bylaws        

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7.6 Indemnification. The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, 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, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE 8 AMENDMENTS

8.1 Amendments. These bylaws may be amended, suspended, or repealed in a manner consistent with law at any regular or special meeting of the Board of Directors by vote of a majority of the entire board or at any stockholders meeting called and maintained in accordance with these bylaws. Any amendment, suspension, or repeal may be evidenced by resolution or otherwise as the Board may deem appropriate.

 

Pet Merger Sub, Inc. Bylaws        

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EX-3.26 25 d772859dex326.htm EX-3.26 EX-3.26

Exhibit 3.26

 

        

State of Delaware

Secretary of State

Division of Corporations Delivered 02:43 PM 12/15/2011

FILED 02:24 PM 12/15/2011 SRV 111297743 - 5080994 FILE

CERTIFICATE OF FORMATION

OF

FidoPharmBrands, LLC

1. The name of the limited liability company is FidoPharmBrands, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of formation shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of FidoPharmBrands, LLC, this 15th day of December, 2011

 

/s/ Dennis F. Steadman
Dennis F. Steadman, Manager Authorized Person
 EX-3.27 26 d772859dex327.htm EX-3.27 EX-3.27

Exhibit 3.27

OPERATING AGREEMENT OF

FIDOPHARMBRANDS, LLC

THIS OPERATING AGREEMENT of FidoPharmBrands, LLC, a Delaware limited liability company (the “Company”) is made effective as of January 1, 2012 (the “Effective Date”), by the Company’s sole member, Velcera, Inc., a Delaware corporation (the “Member”).

ARTICLE 1

FORMATION OF LIMITED LIABILITY COMPANY

1.1 Formation. On December 15, 2011 (the “Formation Date”), the Company was formed as a limited liability company by the filing of the Company’s Certificate of Formation (the “Certificate”) in the office of the Delaware Secretary of State pursuant to Delaware Statutes, Title 6, Chapter 18 (the “LLC Act”); an as-filed copy of the Certificate is attached hereto as Exhibit A. The Member hereby approves and adopts the Certificate as so filed. The Company shall exist perpetually unless dissolved upon a Liquidation Event as provided in Article 14.

1.2 Place of Business and Agent for Process. The Board may from time to time change the location of the Company’s principal office. In addition, the Board may establish additional places of business of the Company. The name and address of the agent for service of process is as set forth in the Certificate.

ARTICLE 2

GENERAL DEFINITIONS

Wherever used in this Agreement, unless another meaning is explicitly indicated by the context, the following terms shall have the meanings set forth below:

2.1 “Agreement” or “Operating Agreement” means this Operating Agreement (including all of its Exhibits and Schedules, if any), as amended from time to time.

2.2 “Board” means the Board of Managers of the Company, elected by the Member pursuant to Article 9.

2.3 “Bylaws” means the Bylaws of the Company, as adopted under the LLC Act and hereafter amended from time to time by the Board or the affirmative written action of the Member.

2.4 “Capital Contribution” shall have the meaning set forth in Section 5.1(b).

2.5 “Code” means the Internal Revenue Code of 1986, as amended from time to time (and any corresponding provisions of succeeding law).

2.6 “Company Property” means all real and personal property acquired and held from time to time by the Company and any improvements thereto; and shall include both tangible and intangible property.

2.7 “Distribution” means any distribution to the Member of cash or other assets of the Company made from time to time pursuant to the provisions of this Agreement.

2.8 “Financial Rights” means the Member’s rights to (a) a Capital Account; (b) a Percentage Interest in Company Profits, Losses and Distributions; and (c) the Member’s limited right to Transfer such rights according to Article 12.

2.9 “Fiscal Year” means (a) the period commencing on the Effective Date and ending on December 31, 2011, (b) any subsequent calendar year, or (c) any portion of either of the periods described in clauses (a) and (b) for which the Company is required to close its books and allocate Profits, Losses and other Company items pursuant to Article 6.

2.10 “Governance Rights” means all of the Member’s rights as a Member, other than the Member’s Financial Rights.

2.11 “Interest” shall have the same meaning as Membership Interest (defined below).

2.12 “Loss” and “Losses” shall have the meaning set forth in Section 6.1.

2.13 “Manager” shall mean any natural Person elected or appointed under Article 9 to serve on the Board.

2.14 “Member” shall have the meaning set forth in Section 4.1.

2.15 “Membership Interest” or “Interest” means the Percentage Interest of a Member in the Company and the appurtenant rights, powers and privileges, including both the Financial Rights and Governance Rights of the Member with respect to the Company, and the limited right to Transfer such rights to any Person under Article 12.

2.16 “Net Cash From Operations” means the gross cash proceeds from Company operations, less the portion thereof used to pay or establish reserves for all Company expenses, debt payments, capital improvements, replacements and contingencies, all as determined by the Board. Net Cash From Operations shall not be reduced by depreciation, amortization, cost recovery deductions or similar allowances, but shall be increased by any reduction of reserves previously established pursuant to the preceding sentence.

2.17 “Officer” means the President, the Chief Financial Officer/Treasurer and Secretary elected by the Board and each other Person who shall hereafter be elected, appointed or otherwise designated as an officer by the Board pursuant to Article 8.

2.18 “Percentage Interest” means the percentage interest of a Member in the Company and shall be one hundred percent (100%) for as long as the Company has only one (1) Member.

2.19 “Person” means any individual, partnership, limited liability company, corporation, trust or other entity.

2.20 “Profits” shall have the meaning set forth in Section 6.1.

2.21 “Regulations” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

2.22 “Required Records” are the financial records and other records (including this Agreement) kept at the principal executive office of the Company.

2.23 “Transfer” means, as a noun, any voluntary or involuntary transfer (by operation of law, bankruptcy, court order or otherwise), sale, exchange, assignment, pledge or other encumbrance, foreclosure of a security interest upon, or other disposition of an item; or, as a verb, to voluntarily or involuntarily cause a Transfer of an item. “Transferred” means, as an adjective, that an item has been the subject of a Transfer.

 

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ARTICLE 3

PURPOSES

The Company may engage in any business that may lawfully be conducted by a limited liability company under the LLC Act, to the extent the Member determines that such business is in the best interests of the Company.

ARTICLE 4

MEMBERSHIP

4.1 Sole Member. For all purposes of this Agreement, the term “Member” means the Person initially signing this Agreement as the Member of the Company under the LLC Act, in such Person’s capacity as the Member; and shall include any other Person who shall hereafter be admitted to the Company as a successor to the Member, or is otherwise reflected in the Required Records of the Company as the owner of the Member’s Membership Interest in the Company.

4.2 Terms of Membership Interests. The original Membership Interest of the Member is an ordinary membership interest, which shall have the rights provided by the LLC Act, subject to any statements and limitations in the Certificate. The Member shall be entitled to vote on all Company matters, except as may be provided otherwise in this Agreement.

4.3 Additional Members. The Company, as presently constituted, is intended to have only the one (1) Member. However, additional Persons may be admitted to the Company as members under the LLC Act upon such terms and conditions as may be established by written approval of the Member.

Each additional member admitted to the Company shall execute this Operating Agreement and, if making a Capital Contribution, shall execute and perform a Capital Contribution agreement to be delivered to and accepted on behalf of the Company by the Board pursuant to the terms and conditions approved by the Member.

ARTICLE 5

CAPITAL

5.1 Definitions Relating to Capital.

(a) “Additional Capital Contributions” means the Capital Contributions made by the Member pursuant to Section 5.3, reduced by the amount of any liabilities of the Member assumed by the Company in connection with such Capital Contribution or which are secured by any property contributed by the Member as a part of such Capital Contribution.

(b) “Capital Contribution” means, with respect to the Member, the amount of money and the initial fair market value of any property (other than money) contributed to the Company with respect to the Member’s Interest, and includes an Original Capital Contribution under Section 5.1(c) and any Additional Capital Contribution under Section 5.1(a).

(c) “Original Capital Contribution” means the Capital Contribution made by the Member pursuant to Section 5.2, reduced by the amount of any liabilities of the Member that are (i) assumed by the Company in connection with such Capital Contribution or (ii) secured by any property contributed by the Member to the Company as a part of such Capital Contribution.

5.2 Original Capital Contribution. The initial capital of the Company has been contributed by the Member and accepted by the Board at the value set forth in the Board’s written action accepting the Member’s Original Capital Contribution. As of the Effective Date, the Member has agreed to contribute to the capital of the Company certain cash and/or property as specified in such action as the Member’s Original Capital Contribution.

 

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5.3 Additional Capital Contributions. The Member may contribute from time to time as an Additional Capital Contribution such additional money or other property as the Member may choose. Any additional Membership Interests may be granted only as permitted by Section 4.3, in exchange for an Original Capital Contribution by each new member admitted thereunder.

5.4 Transferee Succeeds to Transferor’s Capital Account. If the Member Transfers a part of the Member’s Interest in the Company, whether or not such Transfer is permitted under this Agreement, any transferee from the Member shall succeed to the corresponding portion of the capital account (including any remaining Capital Contributions) of the transferor Member to the extent of the Interest Transferred, in accordance with Regulations Section 1.704-l(b)(2)(iv)(l).

ARTICLE 6

ALLOCATIONS

6.1 Definitions of Profits and Losses. “Profits” and “Losses,” respectively, shall mean, for each Fiscal Year, an amount equal to the Company’s taxable income or loss (as the case may be) for such Fiscal Year, determined in accordance with the rules for reporting such income or loss from a trade, business or investment activity on the Member’s Federal income tax return.

6.2 Allocation of Profits. All of the Profits of the Company for each Fiscal Year for book and tax purposes, whether taxable or nontaxable, shall be allocated to the Member.

6.3 Allocation of Losses. All of the Losses, deductions and credits of the Company for each Fiscal Year for book and tax purposes, whether taxable or nontaxable, shall be allocated to the Member.

6.4 Pro-ration of Allocations. All Profits, Losses, deductions and credits for a Fiscal Year allocable with respect to the Member, to the extent the Member’s Interest has been Transferred, forfeited, reduced or changed during such Fiscal Year shall be allocated based upon the varying Interests of the Member and any such transferees or other members throughout the Fiscal Year. The precise manner in which such allocation shall be made shall be determined by the Board and shall be a manner of allocation permitted to be used for Federal income tax purposes under the Code.

ARTICLE 7

DISTRIBUTIONS

7.1 Distributions of Net Cash From Operations. Except for a cash reserve determined by the Member, Distributions of Net Cash from Operations for each Fiscal Year shall be made from time to time, but no less frequently than annually, to the Member. Distribution of any net proceeds upon the sale, exchange or other disposition of all or substantially all of the Company Property shall be made in accordance with Article 14.

ARTICLE 8

MANAGEMENT AND OPERATION OF BUSINESS

8.1 Management and Control of the Company. The Member shall elect the Board, and Managers (i.e., the Board members) shall be removed or replaced pursuant to Article 9. Except as otherwise provided in this Agreement, the Board shall have the sole and exclusive control of the conduct, operations and management of the business of the Company. The Board shall manage the affairs of the Company in a prudent and businesslike fashion and shall use its best efforts to carry out the purposes and the business of the Company.

 

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8.2 Authority of Board. The Board shall have all necessary powers to carry out the purposes and business of the Company, including without limitation the power to delegate appropriate authority to the Company’s Officers; provided, however, that the Officers shall at all times remain subject to the supervision of the Board.

8.3 Indemnification. The Company shall indemnify the Member, Managers, Officers and any other Persons authorized to act on behalf of the Company, against any loss, claim or liability incurred by any of them in connection with the business of the Company, to the greatest extent permitted by the Certificate and the LLC Act. However, any amount paid to indemnify a Person shall be paid only out of Company assets; and the Member shall not be liable for any amount to be paid to indemnify a Person, except to the extent of any amount of the Capital Contribution of the Member that is due and owing to the Company and remains unpaid. Neither the Company nor any Member shall have any claim against Managers or Officers based upon or arising out of any act or omission of such Manager or Officer; provided, however, that such Officer or Board member acted in good faith and was not grossly negligent or guilty of willful misconduct.

8.4 Liability Under Other Agreements. The obligations of the Member, Managers, Officers or their respective affiliates, pursuant to any agreement or contract entered into in their personal capacity with the Company (whether or not such agreements are referred to herein) shall be separate and distinct from their obligations hereunder and any default or failure of performance with respect to such separate agreements or contracts, unless otherwise specified in this Agreement, shall have the consequences provided for in such separate agreements or contracts or by applicable law and shall not constitute a breach hereunder.

ARTICLE 9

MANAGERS

9.1 Number and Election. The Board shall initially consist of three (3) Managers. Thereafter, the number of Managers may be increased or decreased, and the procedures for election or appointing such Managers may be determined, by resolution or written consent of the Member, except as otherwise permitted by the LLC Act. One Manager shall be appointed by the Member to chair the Board. The initial Managers of the Company appointed as of the Effective date are: Dennis Steadman, Chair, Manya Deehr and David Petrick. Managers may also be designated or called “Directors.”

9.2 Qualification. Any natural Person, regardless of whether such Person is a Member, may serve as a Manager.

9.3 Managerial Term. Managers shall serve for an indefinite term. A Manager shall hold office until a successor is elected and has qualified or until the earlier of the Manager’s death, resignation, removal or disqualification.

9.4 Removal and Replacement; Resignation of Managers. Managers may be removed and replaced by the Member and a Manager may resign at any time by giving thirty (30) days written notice to the Board.

9.5 Board Vacancies. A vacancy on the Board shall be filled by appointment of the remaining Managers if the vacancy is not first filled by the Member within thirty (30) days of the effective date of the vacancy.

 

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9.6 Place of Board Meetings. Each meeting of the Board shall be held at the Company’s principal executive office or at such other place as may be designated from time to time by the Board or the President.

9.7 Board Quorum. A majority of the Managers currently holding office shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Managers present may adjourn a meeting from time to time without further notice until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the Managers present may continue to transact business until adjournment even though the withdrawal of a number of Managers originally present leaves less than the proportion or number otherwise required for a quorum.

9.8 Manager Participation by Remote Communication. A meeting of the Board may be held by any combination of means of remote communication through which all Managers may participate with each other during the meeting, if notice of the meeting is given to every Manager as would be required for a meeting, and if the number of Managers participating in the meeting would be sufficient to constitute a quorum. Participation by a Manager through remote communication constitutes presence at the meeting. For purposes of this Section 9.8, the term “remote communication” shall mean communication via electronic transmission including, without limitation, telephone, video conference, the internet, or such other means by which Persons not physically present in the same location may communicate with each other on a substantially simultaneous basis.

In addition to meetings held solely through means of remote communication, a Manager not physically present at a Board meeting may participate in a Board meeting held in a designated place by means of remote communication through which the Manager, other Managers so participating, and all Managers physically present at the meeting may participate with each other during the meeting. A Manager’s participation by such means constitutes presence at the meeting.

9.9 Board Action Without a Meeting. An action required or permitted to be taken at a Board meeting may be taken without a meeting by written consent signed by the number of Managers that would be required to take the same action at a Board meeting at which all Managers were present. Furthermore, an action taken in writing may be signed and/or delivered by means of electronic transmission. Any written consent is effective when signed by the required number of Managers, unless a different effective time is provided in the written consent.

9.10 Compensation. The Member may fix the compensation, if any, of the Managers.

ARTICLE 10

OFFICERS

10.1 Number and Designation of Officers. The Board shall appoint one or more natural Persons to exercise the functions of the position of President and Treasurer of the Company. The Board may elect or appoint such other Officers or agents as it deems necessary for the operation and management of the Company, each of whom shall have the powers, rights, duties and responsibilities set forth herein unless otherwise determined by the Board. Any of the positions or functions of those positions may be held by the same Person.

10.2 Qualification. Any Person, regardless of whether such Person is a Member or Manager, may serve as an Officer.

10.3 President. The President: (a) shall have general active management of the business of the Company; (b) shall preside at all meetings of the Board; (c) shall see that all orders and resolutions of the Board are carried into effect; (d) may maintain records of and certify proceedings of the Board; and (e) shall perform such other duties as may from time to time be prescribed by the Board or Member.

 

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10.4 Treasurer and Chief Financial Officer. The Treasurer: (a) shall keep accurate financial records for the Company; (b) shall deposit all monies, drafts and checks in the name of and to the credit of the Company in such banks and depositories as the Board shall designate from time to time; (c) shall endorse for deposit all notes, checks and drafts received by the Company as ordered by the Board, making proper vouchers therefor; (d) shall disburse company funds and issue checks and drafts in the name of the Company, as ordered by the Board; (e) shall render to the President and the Board, whenever requested, an account of all of such Officer’s transactions as Treasurer and of the Company’s financial condition; and (f) shall perform such other duties as may be prescribed by the Board or the President from time to time. Unless otherwise determined by the Board, the Treasurer shall also be the Company’s Chief Financial Officer. If an Officer other than the Treasurer is designated Chief Financial Officer, the Chief Financial Officer shall perform such duties as the Board may assign from time to time

10.5 Vice Presidents. Any one or more Officers, if any, may be designated by the Board as Vice President, Executive Vice President or Senior Vice President. During the President’s absence or disability, it shall be the duty of the highest ranking Executive Vice President, and, in the absence of any such Executive Vice President, it shall be the duty of the highest ranking Senior Vice President or other Vice President, who shall be present at the time and able to act, to perform the duties of the President. The determination of who is the highest ranking of two or more Officers holding the same position shall, in the absence of specific designation of order of rank by the Board, be made on the basis of the earliest date of appointment or election, or, in the event of simultaneous appointment or election, on the basis of the longest continuous employment by the Company.

10.6 Secretary. The Board may appoint an Officer to serve as Secretary who (unless otherwise determined by the Board) attends all meetings of the Members and all meetings of the Board, records or causes to be recorded all proceedings thereof in a book to be kept for that purpose, and may certify such proceedings. If the Board does not otherwise appoint a Secretary, the President shall act as Secretary.

10.7 Authority and Duties. In addition to the foregoing authority and duties, all Officers shall respectively have such authority and perform such duties in the management of the Business as may be designated from time to time by the Board. Unless prohibited by the Board, an Officer elected or appointed by the Board may delegate some or all of the duties and powers of a position to other Persons without approval of the Board.

10.8 Term. All Officers shall hold office until their respective successors are chosen and have qualified or until their earlier death, resignation or removal. An Officer may resign at any time by giving written notice to the Board; provided, however, that such right to resign shall not relieve the resigning Person from the results and liabilities of such resignation under this Agreement. The resignation is effective without acceptance when the notice is given to the Company, unless a later effective date is specified in the notice. In addition, the Board may remove an Officer at any time, with or without cause. A vacancy in an office because of death, resignation, removal, disqualification or other cause may, or in the case of a vacancy in the position of President or Treasurer shall, be filled for the unexpired portion of the term by the Board.

10.9 Salaries. The Board shall fix the salary, if any, of the Officers.

 

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ARTICLE 11

BOOKS OF ACCOUNT AND REPORTS

11.1 Books of Account. Subject to the supervision of the Board, the Treasurer shall cause to be kept complete and accurate accounts of all transactions of the Company in proper books of account and shall enter or cause to be entered therein a full and accurate account of each and every Company transaction in accordance with accounting principles as set forth in Section 11.2. The books and records of the Company shall be closed and balanced as of the end of each Fiscal Year. The books of account and other records of the Company shall at all times be kept at the place of business of the Company. The Member and each Manager shall have access to and may inspect and copy any of such books and records at all reasonable times.

11.2 Accounting Practices. The Company’s books of account shall be kept on the accrual basis as determined by the Board, according to United States generally accepted accounting principles consistently applied. Such principles shall be applied by the Board upon the advice of the Company’s accountants. The Board shall have the authority to designate and retain a firm of independent certified public accountants to assist in the maintenance of preparation of such books, records and reports as the Board deems desirable.

11.3 Bank Accounts. The Company shall maintain bank accounts in such bank or banks as may be selected by the Board. All withdrawals from such bank accounts shall be made by check or other instrument, signed by such Person or Persons as the Board may designate.

11.4 Election of Tax Status and Information. The Member acknowledges that the Company will be treated as a partnership for income-tax purposes. Not later than the due date (as duly extended, if applicable) for the Company’s filing of its federal income tax information return for each Fiscal Year, the Treasurer shall cause to be delivered to each Member at any time any such information with respect to the Company as may be necessary for the preparation of such Member’s federal, state and local income-tax (or informational) returns. In addition, the President shall from time to time cause to be delivered to each Member adequate information relating to the Company’s operations to enable each Member to complete and file all federal, state and local estimated tax returns for which such Member may be liable.

ARTICLE 12

RESTRICTIONS ON TRANSFER OF MEMBERSHIP INTEREST

12.1 General Restrictions. Except as permitted hereunder, no part of the Member’s Interest may be Transferred. Except as expressly permitted by the LLC Act, the Member’s Governance Rights shall not be subject to involuntary Transfer, by operation of law or otherwise, except for a Transfer to a deceased Member’s personal representative or trustee to whom such Interest is Transferred by operation of law or a testamentary instrument at the death of the transferor.

12.2 Exceptions. The Member may voluntarily:

(a) Transfer all of the Member’s Interest to a successor who will be the sole Member;

(b) Transfer any portion of the Member’s Interest to a Person who is admitted by the Member as an additional member pursuant to Section 4.3; provided, however, that before any additional member is admitted, this Agreement and the Bylaws shall be amended to include provisions appropriate for a limited liability company with more than one member; or

(c) Transfer all or any portion of the Member’s Interest as a pledge of collateral security for a debt of the Member; provided, however, that upon any foreclosure of such pledge, the transferee shall not be deemed to a member under the LLC Act, and shall be bound by Section 12.6 and any other provisions of this Agreement applicable to the financial rights of such transferee.

 

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12.3 Assignment Rules. Any Transfer of all or any portion of the Member’s Membership Interest permitted under this Agreement shall be effective only if:

(a) the Member Transfers all of the Member’s Governance Rights relating to such Interest, coupled with a simultaneous Transfer to the same transferee of all of the Member’s Financial Rights relating to such Interest; and

(b) the transferee complies with the conditions of Section 12.4.

All Transfers of Interests occurring during any month shall be deemed effected on the first day of the month next following the month in which the Transfer occurs.

12.4 Documents and Expenses. As a condition to admission as a successor Member, any transferee of all or part of the Interest of the Member, or the legatee or distributee of all or any part of the Interest of any Member, shall execute and acknowledge such instruments, in form and substance satisfactory to the Board, as the Board shall deem necessary or advisable to effect such admission and to confirm the agreement of the person being admitted as such successor Member to be bound by all the terms and provisions of this Agreement. Such transferee, legatee or distributee shall pay all reasonable expenses in connection with such admission as a successor Member, including, but not limited to, legal fees and costs of the preparation of any amendment to this Agreement that is determined by the Board to be necessary or desirable in connection therewith.

12.5 Acquit Company. In the absence of written notice to the Company of any Transfer of a Membership Interest, any payment by the Company to the transferring Member or the Member’s executors, administrators or representatives shall acquit the Company of liability, to the extent of such payment, to any other Person who may have an interest in such payment by reason of a Transfer by the Member or by reason of such Member’s death or otherwise.

12.6 Prohibited Transfers. Any purported Transfer of an Interest that is not permitted hereunder shall be null and void and of no force or effect whatever; provided, however, that, if the Company is required by applicable law to recognize a Transfer that is not so permitted (or if the Board, in its sole discretion, elects to recognize a Transfer that is not so permitted), the Transferred Interest shall be strictly limited to the transferor’s Financial Rights as provided by this Agreement with respect to the Transferred Interest, which may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations or liabilities for damages that the transferor or transferee of such Interest may have to the Company.

In the case of a Transfer or attempted Transfer of an Interest that is not permitted hereunder, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the Member from all cost, liability and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity required hereby.

12.7 Limited Rights of Unadmitted Transferees. A Person who acquires any part of an Interest, but is not admitted as a substitute or successor Member: (a) shall be subject to the restrictions of Section 12.1, (b) shall be entitled only to allocations and Distributions with respect to such Interest in accordance with this Agreement, (c) shall have no right to any information or accounting of the affairs of the Company, (d) shall not be entitled to inspect the books or records of the Company, (e) shall not be entitled to exercise any Governance Rights and (f) shall not have any of the other rights of the Member under this Agreement or a member under the LLC Act.

 

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ARTICLE 13

AMENDMENT OF AGREEMENT

This Agreement may be amended at any time by a written instrument signed by the Member and filed in the Required Records of the Company.

ARTICLE 14

DISSOLUTION; DISSOLUTION AVOIDANCE OR BUSINESS CONTINUATION

14.1 Liquidating Events.

(a) The Company shall be dissolved upon the occurrence of any of the following events (each a “Liquidating Event”): (i) by the written agreement or approval of the Member; or (ii) the occurrence of any other event causing the dissolution of the Company as described in Sections 18-801(a)(4) and (5) of the LLC Act:

(b) As soon as possible following the occurrence of any Liquidating Event that causes the dissolution of the Company, the appropriate Company representative shall give the Member a written notice of such Liquidating Event and execute a certificate of cancellation in such form as shall be prescribed by the Delaware Secretary of State, setting forth the information required under the LLC Act, and shall file that notice with the Delaware Secretary of State’s office.

(c) If the Company is dissolved, the Company shall cease to carry on its business upon the filing of a certificate of cancellation with the Delaware Secretary of State, except insofar as may be necessary for the winding up of the Company’s business and any distributions under Section 14.2, but its separate existence shall continue until winding up has been completed or until a decree dissolving the Company has been entered by a court of competent jurisdiction.

14.2 Distributions on Liquidation. Upon liquidation of the Company, its business shall be wound up, the Board (or other Person designated by the Member) shall take full account of the Company’s assets and liabilities, and all assets (tangible and intangible) shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are not sold, gain or loss shall be allocated to the Member in accordance with Article 6 as if such assets had been sold at their fair market value at the time of the liquidation. If any assets are distributed to the Member, rather than sold, the Distribution shall be treated as a distribution equal to the fair market value of the assets at the time of the liquidation. The assets of the Company shall be applied and distributed in the following order of priority:

(a) To the payment of all debts and liabilities of the Company, including all debts due the Member, Managers, Officers or any of their respective affiliates, and including any loans or advances (other than Capital Contributions) that may have been made by the Member, in the order of priority as provided by law;

(b) To the establishment of any reserves deemed necessary by the Board or other Person winding up the affairs of the Company for any contingent liabilities or obligations of the Company; and

(c) To the Member.

 

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The Company may offset any amount due the Member under this Section 14.2 by the amounts of any debts owed the Company by the Member.

ARTICLE 15

MISCELLANEOUS

15.1 Notices. All notices required to be given by this Agreement shall be made in writing either:

(a) By personal or commercial courier delivery to the party requiring notice and securing a written receipt, or

(b) By mailing the notice in the U.S. mails to the last known address of the party requiring notice, by registered mail, return receipt requested.

Notice shall be treated as given when personally received or, if sent as provided above, the effective date of the notice shall be the date of the written receipt received upon delivery in clause (a) above or (except in the event of a mail strike) the date the notice is sent pursuant to clause (b) above.

Such notices will be given to the Member or the Company at the applicable address specified in the Company’s Required Records. The Member or the Company may, at any time by giving five (5) days’ prior written notice to the each other, designate any other address in substitution of the foregoing address to which such notice will be given.

All notices, offers, demands, certificates or other communications required or permitted under this Agreement shall be in writing, signed by the Person giving the same.

15.2 Entire Agreement. Except for the Certificate, any current or subsequent contribution agreements among the Company and the Member or prospective Member(s), and as otherwise specifically provided herein, this Agreement (together with all of its exhibits and appendices, all of which are incorporated herein by this reference) constitutes the entire agreement among the parties with respect to the Company. This Agreement supersedes any prior agreement or understanding among them, and it may not be modified or amended in any manner other than as set forth herein.

15.3 Governing Law. This Agreement and the rights of the parties hereunder shall be governed by, interpreted and enforced in accordance with the laws of the State of Delaware without regard to the principles of conflicts-of-law, as permitted by Section 18-1101(i) of the LLC Act. The venue for any action hereunder shall be in the State of Pennsylvania, whether or not such venue is or subsequently becomes inconvenient, and the parties consent to the jurisdiction of the state and federal courts of the State of Pennsylvania.

15.4 Binding Effect. Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns; and the Member and the Member’s legal representatives, heirs, administrators, executors, successors and assigns.

15.5 Interpretation. Unless the context otherwise requires, all references herein to Articles, Sections and paragraphs refer to Articles, Sections and paragraphs of this Agreement. All Article, Section and paragraph headings are for reference purposes only and shall not affect the interpretation of this Agreement.

15.6 Severability. If any provision of this Agreement or the application of such provision to any Person or circumstances, shall be held invalid, the remainder of the Agreement, or the application of such provision to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

 

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15.7 No Third Party Beneficiary. This Agreement is made solely and specifically for the benefit of (a) the Member and the Member’s legal representatives, heirs, administrators, executors and permitted successors and assigns; and (b) the Company and its successors and assigns; and no other Person will have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the undersigned have duly executed this Operating Agreement as of the day and year first above written.

 

MEMBER:
Velcera, Inc.
By:   /s/ Gregg A. Holst
  Gregg A. Holst, Chief Financial Officer

 

COMPANY:
FidoPharmBrands, LLC
By:   /s/ David Petrick
  David Petrick, President

 

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EXHIBIT A

Certificate of Formation of FidoPharmBrands, LLC

 

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EX-3.28 27 d772859dex328.htm EX-3.28 EX-3.28

Exhibit 3.28

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:17 PM 02/15/2008

FILED 04:22 PM 02/15/2008

SRV 080170758 - 4505765 FILE

     

CERTIFICATE OF INCORPORATION

OF

FIDOPHARM, INC.

FIRST: The name of the corporation is: FidoPharm, Inc. (the “Corporation”).

SECOND: The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in New Castle County. The name of its resident agent at such address is Corporation Service Company. The Corporation may, from time to time and in the manner provided by law, change the resident agent and the registered office within the State of Delaware. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Delaware.

THIRD: The Corporation is formed 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 all classes of stock which the Corporation shall have the authority to issue is One Thousand (1,000) shares of common stock, and the par value of each such share is $.001 per share.

FIFTH: The capital stock authorized by the FOURTH Paragraph of this Certificate shall be issued for such consideration as shall be fixed, from time to time, by the Board of Directors of the Corporation (the “Board”). No stockholder of the Corporation is or shall be individually liable for the debts or liabilities of the Corporation.

SIXTH: No stockholder of the Corporation shall be entitled to cumulative voting of their shares for the election of directors.

SEVENTH: No stockholder of the Corporation shall have any preemptive rights.

EIGHTH: The name and mailing address of the incorporator is: William M. Mower, Esq., 3300 Wells Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota 55402.

NINTH: The Corporation shall have perpetual existence.

TENTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to make, alter and repeal the Bylaws of the Corporation, subject to the powers of the stockholders of the Corporation to alter or repeal any bylaw whether adopted by them or otherwise.

ELEVENTH: Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

TWELFTH: The members of the Board are styled as directors. The number of directors may be changed from time to time in such manner as shall be provided in the Bylaws of the Corporation.

THIRTEENTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such a director as a director, except to the extent provided by applicable law (i) for any 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 General Corporation Law of Delaware, or (iv) for any transaction from which such director derived an improper personal benefit. If the General Corporation Law of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware as so amended. No amendment to or repeal of this THIRTEENTH Paragraph 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 or repeal.

FOURTEENTH: The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this FOURTEENTH Paragraph.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, does make this certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true, and accordingly has hereunto set his hand this 15th day of February, 2008.

 

/s/ William M. Mower
William M. Mower, Incorporator

 

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EX-3.29 28 d772859dex329.htm EX-3.29 EX-3.29

Exhibit 3.29

BYLAWS

OF

FIDOPHARM, INC.

FidoPharm, Inc. is a corporation formed and organized as of February 15, 2008, under the General Corporation Law of the State of Delaware. These bylaws govern the corporation and are intended to comply with the General Corporation Law of the State of Delaware.

Article 1

OFFICES

Section 1.01 REGISTERED OFFICE. The registered office of FIDOPHARM, INC. (the “Corporation”) in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, and its registered agent at such address is Corporation Service Company.

Section 1.02 PRINCIPAL OFFICE. The principal office for the transaction of the business of the Corporation shall be at such location, within or without the State of Delaware, as shall be designated by the Board of Directors of the Corporation (the “Board”).

Section 1.03 OTHER OFFICES. The Corporation may also have an office or offices at such other place or places, either within or without the State of Delaware, as the Board may from time to time determine or as the business of the Corporation may require.

Article 2

MEETINGS OF STOCKHOLDERS

Section 2.01 ANNUAL MEETINGS. Annual meetings of the stockholders of the Corporation for the purpose of electing directors and for the transaction of such other proper business as may come before such meetings may be held at such time, date and place as the Board shall determine by resolution.

Section 2.02 SPECIAL MEETINGS. Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board, or the Chairman of the Board, the Chief Executive Officer, the President or the Secretary of the Corporation or by a committee of the Board which, has been duly designated by the Board and whose powers and authority, as provided in a resolution of the Board or in these Bylaws, include the power to call such meetings, but such special meetings may not be called by any other person or persons.

Section 2.03 PLACE OF MEETINGS. All meetings of the stockholders shall be held at such places, within or without the State of Delaware, as may from time to time be designated by the person or persons calling the respective meetings and specified in the respective notices or waivers of notice thereof.

Section 2.04 NOTICE OF MEETINGS. Except as otherwise required by law, notice of each meeting of the stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at such meeting by delivering a typewritten or printed notice thereof to him personally, or by depositing such notice in the United States mail or overnight delivery service, in a postage prepaid envelope, or by-hand delivery service, charges prepaid, directed to him at his address furnished by him to the Secretary of the Corporation for such purpose or, if he shall not have furnished to the Secretary his address for such purpose, then at his address last known to the

 

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Secretary, or by transmitting a notice thereof to him at such address by telegraph, telecopy, cable or wireless. Except as otherwise expressly required by law, no publication of any notice of a meeting of the stockholders shall be required. Every notice of a meeting of the stockholders shall state the place, date and hour of the meeting, and, in the case of a special meeting shall also state the purpose or purposes for which the meeting is called. Except as otherwise expressly required by law, notice of any adjourned meeting of the stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

A written waiver of notice, signed by a stockholder entitled to notice, whether signed before, at or after the time set for a given meeting, shall be deemed to satisfy the notice requirements set forth in the preceding paragraph for such stockholder with respect to such meeting. Attendance of a stockholder in person or by proxy at a stockholders’ meeting shall constitute the equivalent of a written waiver of notice by such stockholder for such meeting, except when such stockholder attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Whenever notice is required to be given to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve month period, have been mailed addressed to such person at his address as shown on the records of the Corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall have been taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the Corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. No notice need be given to any person with whom communication is unlawful, nor shall there be any duty to apply for any permit or license to give notice to any such person.

Section 2.05 QUORUM. Except as provided by law, the holders of record of a majority in voting interest of the shares of stock of the Corporation entitled to be voted, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the stockholders of the Corporation or any adjournment thereof. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat or, in the absence therefrom of all the stockholders, any officer entitled to preside at or to act as secretary of such meeting may adjourn such meeting from time to time. At any such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

Section 2.06 ORGANIZATION. At each meeting of the stockholders, one of the following shall act as chairman of the meeting and preside thereat, in the following order of precedence:

(a) the Chairman of the Board;

(b) if there is no Chairman of the Board or if the Chairman of the Board shall be absent from such meeting, the Chief Executive Officer or the President;

(c) if the Chairman of the Board, the Chief Executive Officer and the President shall be absent from such meeting, any other officer or director of the Corporation designated by the Board or the Executive Committee (if such a committee has been formed by the Board pursuant to these By-laws) to act as chairman of such meeting and to preside thereat; or

 

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(d) a stockholder of record of the Corporation who shall be chosen as the chairman of such meeting by a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat.

The Secretary or, if the Secretary is presiding over the meeting in accordance with the provisions of this Section or if he or she is absent from such meeting, the person (who shall be the Assistant Secretary, if an Assistant Secretary shall be present thereat) whom the chairman of such meeting shall appoint, shall act as secretary of such meeting and keep the minutes thereof.

Section 2.07 ORDER OF BUSINESS. The order of business at each meeting of the stockholders shall be determined by the chairman of such meeting, but such order of business may be changed by a majority in voting interest of those present or by proxy at such meeting and entitled to vote thereat.

Section 2.08 VOTING.

(a) At each meeting of the stockholders, each stockholder shall be entitled to vote in person or by proxy each share or fractional share of the stock of the Corporation which has voting rights on the matter in question and which shall have been held by him and registered in his name on the books of the Corporation:

(i) on the date fixed pursuant to Section 2.13 as the record date for the determination of stockholders entitled to notice of and to vote at such meeting, or

(ii) if no such record date shall have been so fixed, then (A) at the close of business on the day next preceding the day on which notice of the meeting shall be given or (B) if notice of the meeting shall be waived, at the close of business on the day next preceding the day on which the meeting shall be held.

(b) Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors in such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes. Persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote such stock. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon. Stock having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the General Corporation Law of the State of Delaware.

(c) Any such voting rights may be exercised by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date unless said proxy shall provide for a longer period. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the same unless he shall in writing so notify the secretary of the meeting prior to the voting of the proxy. At any meeting of the stockholders all matters, except as otherwise provided in the Certificate of Incorporation, in these Bylaws or by law, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote thereat and thereon. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of

 

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enough stockholders to leave less than a quorum. The vote at any meeting of the stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy if there be such proxy, and it shall state the number of shares voted.

Section 2.09 LIST OF STOCKHOLDERS. The Secretary of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the entire duration thereof, and may be inspected by any stockholder who is present.

Section 2.10 STOCK LEDGER. The stock ledger of the Corporation shall be the only evidence as to which the stockholders are entitled to examine the stock ledger, the list required by Section 2.09 or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.11 INSPECTOR OF ELECTION. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector so appointed shall first subscribe an oath faithfully to execute the duties of an inspector at such meeting with strict impartiality and according to the best of his ability. Such inspectors shall decide upon the qualification of the voters and shall report the number of shares represented at the meeting and entitled to vote on such question, shall conduct and accept the votes, and, when the voting is completed, shall ascertain and report the number of shares voted respectively for and against the question. Reports of the inspectors shall be in writing and subscribed and delivered by them to the Secretary of the Corporation. Inspectors need not be stockholders of the Corporation, and any officer of the Corporation may be an inspector on any question other than a vote for or against a proposal in which he shall have a material interest. No director or candidate for the office of director shall act as an inspector of an election of directors.

Section 2.12 STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may be otherwise provided by law or by the Certificate of Incorporation, any action required by the General Corporation Law of the State of Delaware to be taken at any annual or special meeting of the stockholders, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing setting forth the action so taken shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 2.13 RECORD DATE. In order that the Corporation may detennine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date: (i) in the case of determination of stockholders entitled to vote at any meeting of

 

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stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting; (ii) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than 10 days from the date upon which the resolution fixing the record date is adopted by the Board; and (iii) in the case of any other action, shall not be more than 60 days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and (iii) the record date for detennining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

Article 3

BOARD OF DIRECTORS

Section 3.01 GENERAL POWERS. The property, business and affairs of the Corporation shall be managed by or under the direction of the Board which may exercise all of the powers of the Corporation, except such as are, by the Certificate of Incorporation as amended from time to time, by these Bylaws or by law conferred upon or reserved to the stockholders.

Section 3.02 NUMBER AND TERM. The Board shall consist of up to nine members, such number may be changed thereafter from time to time by resolution of the Board. Directors need not be stockholders of the Corporation. Each director shall hold office until his or her term expires, his or her earlier death, a successor is elected and qualified or until the director resigns or is removed.

Section 3.03 ELECTION OF DIRECTORS. The directors shall be elected by the stockholders of the Corporation, and at each election the persons receiving the greatest number of votes, up to the number of directors then to be elected, shall be the persons then elected. The election of directors is subject to any provisions contained in the Certificate of Incorporation relating thereto, including any provisions for a classified board, if any.

Section 3.04 RESIGNATION AND REMOVAL. Any director of the Corporation may resign at any time by giving written notice to the Board, the Chief Executive Officer, the President or the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time is not specified, it shall take effect immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Except as otherwise provided by the Certificate of Incorporation or by law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares then entitled to vote at a meeting for the election of directors.

Section 3.05 VACANCIES. Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of directors or any other cause, may be filled by vote of the majority of the remaining directors, although less than a quorum, or by a sole remaining director. Each director so chosen to fill a vacancy shall hold office until his

 

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successor shall have been elected and shall qualify or until he shall resign or shall have been removed. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

Upon the resignation of one or more directors from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided hereinabove in the filling of other vacancies.

Section 3.06 PLACE OF MEETING; TELEPHONE CONFERENCE MEETING. The Board may hold any of its meetings at such place or places within or without the State of Delaware as the Board may from time to time by resolution designate or as shall be designated by the person or persons calling the meeting or in the notice or waiver of notice of any such meeting. Directors may participate in any regular or special meeting of the Board by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting of the Board can hear each other, and such participation shall constitute presence in person at such meeting.

Section 3.07 FIRST MEETING. The Board shall meet as soon as practicable after each annual election of directors and notice of such first meeting shall not be required.

Section 3.08 REGULAR MEETINGS. Regular meetings of the Board may be held at such times as the Board shall from time to time by resolution determine. If any day fixed for a meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting shall be held at the same hour and place on the next succeeding business day which is not a legal holiday. Except as provided by law, notice of regular meetings need not be given.

Section 3.09 SPECIAL MEETINGS. Special meetings of the Board may be called at any time by the Chairman of the Board, the Chief Executive Officer, the President, the Secretary or by any of the directors, to be held at the principal office of the Corporation, or at such other place or places, within or without the State of Delaware, as the person or persons calling the meeting may designate.

Notice of the time and place of special meetings shall be given to each director either (i) by depositing such notice in the United States mail or overnight delivery service, in a postage prepaid envelope, or by-hand delivery service, charges prepaid, addressed to him at his address as it is shown upon the records of the Corporation, or if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held, or by transmitting a notice thereof to him at such address by telegraph, telecopy, cable or wireless, at least 48 hours prior to the time of the holding of such meeting; or (ii) by orally communicating the time and place of the special meeting to him at least 48 hours prior to the time of the holding of such meeting. Either of the notices as above provided shall be due, legal and personal notice to such director.

Section 3.10 ORGANIZATION. At each meeting of the Board, one of the following shall act as chairman of the meeting and preside thereat, in the following order of precedence: (a) the chairman of the Board; (b) the President; or (c) any director chosen by a majority of the directors present thereat. The Secretary or, in case of his or her absence, any person (who shall be an Assistant Secretary, if an Assistant Secretary shall be present thereat) whom the chairman shall appoint, shall act as secretary of such meeting and keep the minutes thereof.

Section 3.11 QUORUM AND ACTION. Except as otherwise provided in these Bylaws or by law, the presence of a majority of the authorized number of directors shall be required to constitute a quorum for the

 

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transaction of business at any meeting of the Board, and all matters shall be decided at any such meeting, a quorum being present, by the affirmative votes of a majority of the directors present, subject to Section 3.15. In the absence of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. The directors shall act only as a Board, and the individual directors shall have no power as such.

Section 3.12 ACTION BY CONSENT. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or such committee. Such action by written consent shall have the same force and effect as the unanimous vote of such directors.

Section 3.13 COMPENSATION. No stated salary need be paid to directors, as such, for their services but, as fixed from time to time by resolution of the Board, the directors may receive directors’ fees, compensation and reimbursement for expenses for attendance at directors’ meetings, for serving on committees and for discharging their duties; provided, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.14 COMMITTEES. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one 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. In the absence or disqualification of a member of the committee, 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 of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and provided by a resolution of the Board, shall have and may exercise all the powers and authority of the Board 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.

Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for conduct of such committee’s business. In the absence of such rules, each committee shall conduct its business, substantially in the same manner as the Board conducts its business pursuant to these Bylaws. Any such committee shall keep written minutes of its meetings and report the same to the Board when required.

Section 3.15 OFFICERS OF THE BOARD. A Chairman of the Board or a Vice Chairman may be appointed from time to time by the Board and shall have such powers and duties as shall be designated by the Board.

Section 3.16 INTERESTED DIRECTORS. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affinnative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the disinterested stockholders; or (iii) the contract or transaction is fair as to

 

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the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

Article 4

OFFICERS

Section 4.01 OFFICERS. The officers of the Corporation shall be a Chief Executive Officer, President, a Secretary and a Treasurer. The Corporation may also have, at the discretion of the Board, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be appointed in accordance with the provisions of Section 4.03 of these Bylaws. One person may hold two or more offices, except that the Secretary may not also hold the office of President. Officers need not be stockholders of the Corporation or citizens or residents of the United States of America.

Section 4.02 ELECTION AND TERM. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 4.03 or Section 4.05 of these Bylaws, shall be chosen annually by the Board, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or until his successor shall be elected and qualified.

Section 4.03 SUBORDINATE OFFICERS. The Board may appoint, or may authorize the Chief Executive Officer or the President to appoint, such other officers as the business of the Corporation may require, each of whom shall have such authority and perform such duties as are provided in these Bylaws or as the Board or the Chief Executive Officer or the President from time to time may specify, and shall hold office until he shall resign or shall be removed or otherwise disqualified to serve.

Section 4.04 REMOVAL AND RESIGNATION. Any officer may be removed, with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board, by the Chief Executive Officer or the President upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Board, the Chairman of the Board, the President or the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.05 VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for the regular appointments to such office.

Section 4.06 CHAIRMAN OF THE BOARD. The Chairman of the Board, if any, shall preside at all meetings of the stockholders and the Board and exercise and perform such other powers and duties with respect to the administration of the business and affairs of the Corporation as may from time to time be assigned to him by the Board or as prescribed by these Bylaws. The Chairman of the Board shall preside at all meetings of the Board.

Section 4.07 CHIEF EXECUTIVE OFFICER/CHIEF OPERATING OFFICER. The Chief Executive Officer and/or a Chief Operating Officer, if such an officer is appointed by the Board, shall individually or jointly, as the case may be, have general and active management of the property, business and affairs of the Corporation, subject to the supervision and control of the Board. The Chief Executive Officer or the Chief Operating Officer, as the case may be, also shall have such powers and perfonn such other duties as prescribed from time to time by the Board.

 

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Section 4.08 PRESIDENT. The President of the Corporation shall, subject to the control of the Board, have general supervision, direction and control of the business and affairs of the Corporation. He shall have the general powers and duties of management usually vested in the president of a corporation, and shall have such other powers and duties with respect to the administration of the business and affairs of the Corporation as may from time to time be assigned to him by the Board or as prescribed by these Bylaws.

Section 4.09 VICE PRESIDENT. The Vice President(s), if any, shall exercise and perform such powers and duties with respect to the administration of the business and affairs of the Corporation as from time to time may be assigned to each of them by the Chief Executive Officer or the President, by the Chairman of the Board, if any, by the Board or as is prescribed by the Bylaws. In the absence or disability of the Chief Executive Officer or the President, the Vice Presidents, in order of their rank as fixed by the Board, or if not ranked, the Vice President designated by the Board, shall perform all of the duties of the President and when so acting shall have all of the powers of and be subject to all the restrictions upon the Chief Executive Officer and the President.

Section 4.10 SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office for the transaction of the business of the Corporation, or such other place as the Board may order, of all meetings of directors and stockholders, with the time and place of holding, whether regular or special, and if special, how authorized and the notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at stockholders’ meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal office for the transaction of the business of the Corporation or at the office of the Corporation’s transfer agent, a share register, or a duplicate share register, showing the names of the stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of the stockholders and of the Board required by these Bylaws or by law to be given, and he shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws. If for any reason the Secretary shall fail to give notice of any special meeting of the Board called by one or more of the persons identified in Section 3.09 of these Bylaws, or if he shall fail to give notice of any special meeting of the stockholders called by one or more of the persons identified in Section 2.02 of these Bylaws, then any such person or persons identified in such sections may give notice of any such special meeting.

Section 4.11 TREASURER. The Treasurer, who shall also be considered the Chief Financial Officer of the Company, shall keep and maintain or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of capital, shall be classified according to source and shown in a separate account. The books of account at all reasonable times shall be open to inspection by any director.

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board. He shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President, to the Chief Executive Officer and to the directors, whenever they request it, an account of all of his transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.

 

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Section 4.12 ASSISTANT SECRETARIES. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 4.13 ASSISTANT TREASURERS. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board, the Chief Executive Officer, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 4.14 OTHER OFFICERS. Such other officers as the Board may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.15 COMPENSATION. The compensation of the officers of the Corporation, if any, shall be fixed from time to time by the Board.

Section 4.16 VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board may, by resolution, from time to time confer like powers upon any other person or persons.

Article 5

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

Section 5.01 EXECUTION OF CONTRACTS. The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board or by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

Section 5.02 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board. Each such person shall give such bond, if any, as the Board may require.

 

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Section 5.03 DEPOSIT. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, assistant or assistants, agent or agents, attorney or attorneys, of the Corporation to whom such power shall have been delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, the President, the Chief Executive Officer, any Vice President or the Treasurer (or any other officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation who shall be determined by the Board from time to time) may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.

Section 5.04 GENERAL AND SPECIAL BANK ACCOUNTS. The Board from time to time may authorize the opening and keeping of general and special bank accounts with such banks, trust companies or other depositories as the Board may select or as may be selected by an officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom such power shall have been delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

Section 5.05 AUDITS, ACCOUNTS AND REPORTS. The books of account of the Company shall be audited at least once during each year by a firm of independent certified accountants.

Section 5.06 ACCESS. All books and records of the Company shall be kept at the principal place of business of the Company. Each shareholder may, at its own expense, after giving written notice to the Company, audit, investigate and familiarize itself with the operations of the Company using its own employees or such certified public accounting firm, qualified external auditor or other advisers as it may select. The shareholders’ rights under this Section 5.06, which shall include the right to make copies of any relevant documents, shall be exercised such that the actions of the shareholders or their respective agents do not interfere unreasonably with the operation of the Company in its ordinary course of business.

Section 5.07 FISCAL YEAR. The fiscal year of the Company shall end on December 31 of each year.

Section 5.08 ACCOUNTING POLICY. The Company shall maintain accounting records, accounts and related financial statements in accordance with United States generally accepted accounting principles applied on a consistent basis.

Section 5.09 DIVIDENDS. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board at any regular or special meeting, and may be paid in cash, in property or in shares of capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board may modify or abolish any such reserve.

Article 6

BOOKS AND RECORDS

The books and records of the Corporation may be kept at such place or places within or without the State of Delaware as the Board may from time to time determine; provided, however, that to the extent required by law, the Corporation shall keep at its office in the State of Delaware, or at the office of its transfer agent or registrar in the State of Delaware, a record containing the names and addresses of all stockholders of the Corporation, the number and class of shares held by each of them, and the dates when they respectively became owners of record of such shares.

 

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Article 7

SHARES AND THEIR TRANSFER

Section 7.01 SHARES OF STOCK. The shares of capital stock of the Corporation shall be represented by a certificate, unless and until the Board adopts a resolution permitting shares to be uncertificated. Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of shares of capital stock of the Corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of capital stock of the Corporation signed by, or in the name of the Corporation by, (i) the Chairman of the Board, the Chief Executive Officer, the President or any Vice President, and (ii) the Treasurer, the Secretary or an Assistant Secretary, certifying the number of shares owned by such shareholder in the Corporation.

Section 7.02 TRANSFER OF STOCK. Shares of capital stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of shares of capital stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked as “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Section 7.03 REGULATIONS. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificated and/or uncertificated shares of the stock of the Corporation. The Board may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars.

Section 7.04 LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. Any person claiming a share certificate to be lost, stolen or destroyed shall make an affidavit or affirnmtion of the fact in such manner as the Board may require and shall, if the Board so requires, give the Corporation a bond of indemnity in form and amount, and with one or more sureties satisfactory to the Board, as the Board may require, whereupon the Corporation may issue (i) a new certificate or certificates of stock or (ii) uncertificated shares in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen or destroyed.

Section 7.05 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chief Executive Officer, President or any Vice President and the Secretary or any Assistant Secretary of this Corporation are authorized to vote, represent and exercise on behalf of this Corporation all rights incident to all shares of any other corporation or corporations standing in the name of this Corporation. The authority herein granted to said officers to vote or represent on behalf of this Corporation any and all shares held by this Corporation in any other corporation or corporations may be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said officers.

 

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Article 8

INDEMNIFICATION

Section 8.01 POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION. Subject to the Certificate of Incorporation and Section 8.03, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 8.02 POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION. Subject to the Certificate of Incorporation and Section 8.03, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper.

Section 8.03 AUTHORIZATION OF INDEMNIFICATION. Any indemnification under this Article 8 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 8.01 or Section 8.02, as the case may be. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders who were not parties to such action, suit or proceeding. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 8.04 GOOD FAITH DEFINED. For purposes of any determination under this Article 8, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not

 

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opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Article 8 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 8.04 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 8.01 or Section 8.02, as the case may be.

Section 8.05 INDEMNIFICATION BY A COURT. Notwithstanding any contrary determination in the specific case under Section 8.03, and notwithstanding the absence of any determination thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 8.01 and Section 8.02. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Section 8.01 or Section 8.02, as the case may be. Neither a contrary determination in the specific case under Section 8.03 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.05 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 8.06 EXPENSES PAYABLE IN ADVANCE. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article 8.

Section 8.07 NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The indemnification and advancement of expenses provided by or granted pursuant to this Article 8 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Section 8.01 and Section 8.02 shall be made to the fullest extent permitted by law. The provisions of this Article 8 shall not be deemed to preclude the indemnification of any person who is not specified in Section 8.01 or Section 8.02 but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise.

Section 8.08 INSURANCE. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incuned by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article 8.

 

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Section 8.09 CERTAIN DEFINITIONS. For purposes of this Article 8, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article 8 with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article 8, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article 8.

Section 8.10 SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 8 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 8.11 LIMITATION ON INDEMNIFICATION. Notwithstanding anything contained in this Article 8 to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 8.05), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board.

Section 8.12 INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article 8 to directors and officers of the Corporation.

Article 9

MISCELLANEOUS

Section 9.01 WAIVER OF NOTICES. Whenever notice is required to be given under any provision of these bylaws, the Certificate of Incorporation or by law, a written waiver, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when a person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless required by the Certificate of Incorporation.

Section 9.02 LOANS AND GUARANTIES. The Corporation may lend money to, or guarantee any obligation of, and otherwise assist any officer or other employee of the Corporation or of its subsidiaries, including any officer who is a director, whenever, in the judgment of the Board, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty, or other assistance may be with or without interest, and may be unsecured or secured in such manner as the Board shall approve, including, without limitation, a pledge of shares of stock of the Corporation.

 

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Section 9.03 GENDER. All personal pronouns used in these Bylaws shall include the other genders, whether used in the masculine, feminine or neuter gender, and the singular shall include the plural, and vice versa, whenever and as often as may be appropriate.

Section 9.04 AMENDMENTS. These Bylaws, or any of them, may be rescinded, altered, amended or repealed, and new Bylaws may be made (i) by the Board, by vote of a majority of the number of directors then in office as directors, acting at any meeting of the Board or (ii) by the stockholders, by the vote of a majority of the outstanding shares of voting stock of the Corporation, at an annual meeting of stockholders, without previous notice, or at any special meeting of stockholders; provided; that notice of such proposed amendment, modification, repeal or adoption is given in the notice of special meeting; provided, however, that Section 2.02 of these Bylaws can only be amended if that Section as amended would not conflict with the Corporation’s Certificate of lncorporation. Any Bylaw made or altered by the stockholders may be altered or repealed by the Board or may be altered or repealed by the stockholders.

Section 9.05 RATIFICATION. Any transaction questioned in any stockholders’ derivative suit on the grounds of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, nondisclosure, miscomputation or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board or by the stockholders in case less than a quorum of directors are qualified, and, if so ratified, shall have the same force and effect as if the questioned transaction had been originally duly authorized, and said ratification shall be binding upon the Corporation and its stockholders, and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

Signature Page Follows

 

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The undersigned officer of the Corporation has set his hand to these Bylaws and certified their date of adoption as indicated below.

 

Date of Adoption: February 15, 2008   
  

/s/ Matthew C. Hill

   Matthew C. Hill, Secretary

Signature Page

FidoPharm, Inc. Bylaws

EX-3.30 29 d772859dex330.htm EX-3.30 EX-3.30

Exhibit 3.30

 

LOGO

 

LOGO

EX-3.31 30 d772859dex331.htm EX-3.31 EX-3.31

Exhibit 3.31

OPERATING AGREEMENT

OF

MERIDIAN ANIMAL HEALTH, LLC

This Operating Agreement (this “Agreement”) of MERIDIAN ANIMAL HEALTH, LLC is entered into and effective as of November 18, 2013 by SERGEANT’S PET CARE PRODUCTS, INC., a Michigan corporation (the “Member”) pursuant to and in accordance with Chapter 86 of the Nevada Revised Statutes (NRS 86.011, et seq.), as amended from time to time (the “Act”). This Agreement supersedes and completely replaces that certain Company Agreement of Meridian Animal Health, LLC dated as of January 28, 2008, as amended.

1. Name. The name of the limited liability company governed hereby is Meridian Animal Health, LLC (the “Company”).

2. Articles of Organization. The Articles of Organization were originally filed with the Nevada Secretary of State on January 29, 2008 (under the prior name of the Company, Meridian Animal Health Care, LLC).

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

4. Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement.

5. Principal Business Office. The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Nevada is c/o CSC Services of Nevada, Inc., 2215-B Renaissance Drive, Las Vegas, Nevada 89119.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Nevada is: CSC Services of Nevada, Inc., 2215-B Renaissance Drive, Las Vegas, Nevada 89119.

8. Member. The name and the mailing address of the Member is as follows:

 

Name

   

Address

SERGEANT’S PET CARE PRODUCTS, INC.

    515 Eastern Avenue
   Allegan, Michigan 49010

9. Term. The term of the Company shall continue until dissolution of the Company in accordance with Section 21 of this Agreement.

10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member nor any officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11. Capital Contributions. The Member is the sole Member of the Company as of the date of this Agreement. The Member was not required to make any initial contribution to the Company. The Member is not required to make additional capital contributions to the Company.

12. Capital Accounts. A capital account shall be maintained for the Member on the books of the Company. The capital account shall be adjusted to reflect allocations of profit and loss, distributions as provided in Section 13 of this Agreement, and any additional capital contributions to the Company or withdrawals of capital from the Company. Such capital accounts shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as interpreted in good faith by the Member.

13. Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member shall determine. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of the Member’s interest in the Company if such distribution would violate NRS 86.343 or other applicable law.

14. Management.

a. In accordance with NRS 86.291, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all things necessary to carry out the terms and provisions of this Agreement.

b. The Member may delegate to any person any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the Company as the Member may reasonably determine.

15. Officers. The Member may, from time to time as it deems advisable, appoint one or more officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business entity formed under the Nevada Revised Statutes, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 15 may be revoked at any time by the Member. The Member hereby appoints the following persons to the respective offices set forth below, to serve, in each case, until resignation or removal:

 

Joseph C. Papa    President
Judy L. Brown    Executive Vice President
John T. Hendrickson    Executive Vice President
Scott R. Rush    Vice President
Todd W. Kingma    Secretary
Ronald L. Winowiecki    Treasurer
David W. Mason    Assistant Secretary
Michael J. Kelly    Assistant Treasurer

16. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

17. Exculpation and Indemnification. Neither the Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity that has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

18. Admission of Additional Members; Assignment of Interest in the Company. The Member may assign or transfer a portion of the Member’s interest in the Company, and one or more additional members of the Company may be admitted to the Company, only if all of the resulting members enter into a multiple member operating agreement that provides for voting rights, allocations of profit and loss, timing of distributions, designation of a tax matters partner, and other matters customarily addressed in a multiple member limited liability company operating agreement. Any transfer of a portion of the Member’s interest without entering into a multiple member operating agreement shall be void. An assignee of an interest in the Company shall only be admitted as a member of the Company to the extent expressly provided in the transfer document or multiple member operating agreement, as the case may be.

19. No Certificates for LLC Interests. The membership interests in the Company shall not be represented by certificates.

20. Termination of Membership. Subject to Section 21, the termination, dissolution, death, bankruptcy or adjudicated incompetency of the Member shall not cause a dissolution of the Company, but the rights of the Member to share in the allocations and distributions and to vote on any matter on which the Member has the right to vote shall, on the happening of such an event, devolve on the person designated below the Member’s signature on this Agreement to manage the Company upon the inability to act of the Member or, if such person is unable to so act, on the legal representative of the Member.

21. Dissolution and Winding Up.

a. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the death, disability, bankruptcy or withdrawal of the last remaining Member and (iii) the happening of an event requiring dissolution pursuant to NRS 86.481.

b. Winding Up. In the event of dissolution, the Company shall conduct only such activities permitted by NRS 86.505, including such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner).

22. Tax Matters Partner. The Member shall be the tax matters partner within the meaning of Section 6231(a)(7) of the Code. All expenses incurred by the tax matters partner in connection with his duties as tax matters partner shall be expenses of the Company.

23. Elections. The Member shall determine the accounting methods and conventions under the tax laws of any and all applicable jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns.

24. Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

25. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

26. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Nevada (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

27. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

 

MEMBER:
SERGEANT’S PET CARE PRODUCTS, INC.
By:  

/s/ Joseph C. Papa

Name:   Joseph C. Papa
Its:   President

The person designated to manage the Company upon the death or inability to act of the Member is                                         .

EX-3.32 31 d772859dex332.htm EX-3.32 EX-3.32

Exhibit 3.32

 

LOGO

CAS-515 (Rev. 1.84) MICHIGAN DEPARTMENT OF COMMERCE — CORPORATION AND SECURITIES BUREAU (FOR BUREAU USE ONLY) Date Received FILED JAN 211986 JAN 21 1986 Administrator MICHIGAN DEPARTMENT OF COMMERCE Corporation & Securities Bureau CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION For use by Domestic Corporations (Please read instructions and Paperwork Reduction Act notice on last page) Pursuant to the provisions of Act 284, Public Acts of 1972, as amended (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate: The present name of the corporation is: The Vitamin Company, Inc. The corporation identification number (CID) assigned by the Bureau is: 1 7 9 — 0 3 5 The location of its registered office is: 117 Water Street Allegan Michigan 49010 (Street Address) (City) (ZIP Cod©) Article I of the Articles of Incorporation is hereby amended to read as follows: The name of the corporation is: Perrigo Company of South Carolina, Inc.

 

LOGO

5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (0) The foregoing) amendment to the Articles of Incorporation was duly adopted on the day of 19 In accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the board of directors or trustees. Signed this day of 19 (Signatures of all incorporators; type or print name under each signature) b. The foregoing amendment to the Articles of Incorporation was duly adopted on the 14th day of January 1986 The amendment: (check one of the following) was duly adopted in accordance with Section 611 (2) of the Act by the vote of the shareholders if a profit corporation, or by the vote of the shareholders or members if a nonprofit corporation, or by the vote of the directors if a nonprofit corporation organized on a nonstock directorship basis. The necessary votes were cast in favor of the amendment. ? was duly adopted by the written consent of all the directors pursuant to Section 525 of the Act and the corporation is a nonprofit corporation organized on a nonstock directorship basis. | was duly adopted by the written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.) | was duly adopted by the written consent of all the shareholders or members entitled to vote in accordance with Section 407(3) of the Act. Signed this day of 1986 By William C. Swaney Chairman of the Board (Type or Print Name and Title)

CAS-515 (Rev. 1.84)

 

DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX BELOW. Include name, street and number (or P.O. box), city, state and ZIP code.

 

   

Name of person or organization

remitting fees:

 

Law, Weathers & Richardson

John R. Nichols

Law, Weathers & Richardson

500 Union Bank Building

Grand Rapids, Michigan 49503

   

Preparer’s name and business

telephone number:

 

John R. Nichols

 

(616) 459-1171

INFORMATION AND INSTRUCTIONS

 

1. This form is issued under the authority of Act 284, P.A. of 1972, as amended, and Act 162, P.A. of 1982. The amendment cannot be filed until this form, or a comparable document, is submitted.

 

2. Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing.

Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.

 

3. This document is to be used pursuant to the provisions of section 631 of the Act for the purpose of amending the articles of incorporation of a domestic profit or nonprofit corporation. A nonprofit corporation is one incorporated to carry out any lawful purpose or purposes not involving pecuniary profit or gain for its directors, officers, shareholders, or members. A nonprofit corporation organized on a nonstock directorship basis, as authorized by Section 302 of the Act, may or may not have members, but if it has members, the members are not entitled to vote.

 

4. Item 2— Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank.

 

5. Item 4 — The entire article being amended must be set forth in its entirety. However, if the article being amended is divided into separately identifiable sections, only the sections being amended need be included.

 

6. This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated.

 

7. If the amendment is adopted before the first meeting of the board of directors, item 5(a) must be completed and signed in ink by all of the incorporators. If the amendment is otherwise adopted, item 5(b) must be completed and signed in ink by the president, vice-president, chairperson, or vice-chairperson of the corporation.

 

8.      FEES: Filing fee (Make remittance payable to State of Michigan)

    $10.00

Franchise fee for profit corporations (payable only if authorized capital stock has increased) — 1/2 mill (.0005) on each dollar of increase over highest previous authorized capital stock.

 

9. Mail form and fee to:

Michigan Department of Commerce

Corporation and Securities Bureau

Corporation Division

P.O. Box 30054

Lansing, MI 48909

Telephone: (517) 373-0493

 

LOGO

CAS.515 (Rev 1.84) MICHIGAN DEPARTMENT OF COMMERCE—CORPORATION AND SECURITIES BUREAU (FOR BUREAU USE ONLY) Dale Received F i L E D DEC 23 1985 JAN 21 1986 Administrator MICHIGAN DEPARTMENT Of COMMERCE Corporation & Sccurities Bureau CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION For use by Domestic Corporations (Please read instructions and Paperwork Reduction Act notice on last page) Pursuant to the provisions of Act 284, Public Acts of 1972, as amended (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate: 1. The present name of the corporation is: THE VITAMIN COMPANY, INC. 2. The corporation identification number (CID) assigned by the Bureau is: l79 — 0 3 5 3. The location of its registered office is: 117 Water Street Allegan Michigan 49010 (Street Address) (ZIP Code) I. 4. A new Article VII is added to the Articles of Incorporation as follows: See attached insert

 

LOGO

5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES; OTHERWISE. COMPLETE SECTION (b) a. The foregoing amendment to the Articles of Incorporation was duly adopted on the day of 19 , in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the board of directors or trustees. Signed this day of. 19 (Signatures of all incorporators; type or print name under each signature) b. [ | The foregoing amendment to the Articles of Incorporation was duly adopted on the day of 19 The amendment: (check one of the following) ] was duly adopted in accordance with Section 611 (2) of the Act by the vote of the shareholders if a profit corporation, or by the vote of the shareholders or members it a nonprofit corporation, or by the vote of the directors if a nonprofit corporation organized on a nonstock directorship basis. The necessary votes were cast in favor of the amendment. was duly adopted by the written consent of all the directors pursuant to Section 525 of the Act and the corporation is a nonprofit corporation organized on a nonstock directorship basis. was duly adopted by the written consent of the shareholders of members having not iess than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.) was duly adopted by the written consent of aM the shareholders or members entitled to vote In accordance with Section 407(3) of the Act. Signed this day of December1985 By (Signature) William C. Swaney, Chairman of the Board (Type or Print Name and Title)

CAS-515 (Rev. 1.84)

 

DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX BELOW. Include name, street and number (or P.O. box), city, state and ZIP code.   

Name of person or organization

remitting fees:

 

Law, Weathers & Richardson

John R. Nichols

Law, Weathers & Richardson

500 Union Bank Building

Grand Rapids, Michigan 49503

   

Preparer’s name and business

telephone number:

 

John R. Nichols

 

(616) 459-1171

INFORMATION AND INSTRUCTIONS

 

1. This form is issued under the authority of Act 284, P.A. of 1972, as amended, and Act 162, P.A. of 1982. The amendment cannot be filed until this form, or a comparable document, is submitted.

 

2. Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing.

Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.

 

3. This document is to be used pursuant to the provisions of section 631 of the Act for the purpose of amending the articles of incorporation of a domestic profit or nonprofit corporation. A nonprofit corporation is one incorporated to carry out any lawful purpose or purposes not involving pecuniary profit or gain for its directors, officers, shareholders, or members. A nonprofit corporation organized on a nonstock directorship basis, as authorized by Section 302 of the Act, may or may not have members, but if it has members, the members are not entitled to vote.

 

4. Item 2—Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank.

 

5. Item 4 — The entire article being amended must be set forth in its entirety. However, if the article being amended is divided into separately identifiable sections, only the sections being amended need be included.

 

6. This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated.

 

7. If the amendment is adopted before the first meeting of the board of directors, item 5(a) must be completed and signed in ink by all of the incorporators. If the amendment is otherwise adopted, item 5(b) must be completed and signed in ink by the president, vice-president, chairperson, or vice-chairperson of the corporation.

 

8.      FEES: Filing fee (Make remittance payable to State of Michigan)

    $10.00

Franchise fee for profit corporations (payable only if authorized capital stock has increased) — 1/2 mill (.0005) on each dollar of increase over highest previous authorized capital stock.

 

9. Mail form and fee to:

Michigan Department of Commerce

Corporation and Securities Bureau

Corporation Division

P.O. Box 30054

Lansing, MI 48909

Telephone: (517) 373-0493

VII

INDEMNIFICATION

1. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation or its shareholders, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

2. The corporation shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses, (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

3. To the extent that a present or former director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to

in Paragraphs 1 or 2 of this Article VII or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

4. Any indemnification under Paragraphs 1 or 2 of this Article VII (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Paragraphs 1 or 2 of this Article VII. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.

5. Expenses incurred in defending a civil or criminal action, suit or proceeding described in Paragraphs 1 or 2 of this Article VII may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized in the manner provided in Paragraph 4 of this Article VII, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation.

6. Nothing contained in this Article VII shall affect the rights to indemnification to which persons other than directors and officers may be entitled by contract or otherwise by law. The indemnification provided in this Article VII shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

7. The corporation may indemnify any person for liability incurred by reason of the fact he is or was an employee or agent (but not a director or officer) of the corporation or is or was serving at the request of the corporation as an employee or agent (but not a director or officer of another corporation, partnership, joint venture, trust, or other enterprise whenever the board of directors deems it equitable or desirable that such indemnification be made.

8. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have power to indemnify him against such liability under the foregoing provisions of this Article VII.

 

-2-

9. For the purpose of this Article VII, references to “the corporation” include all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation, so that a person who is or was a director, officer, employee or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

 

-3-

LOGO

MICHIGAN DEPARTMENT Of COMMERCE—CORPORATION AND SECURITIES BUREAU (FOR BUREAU USE only) Date Received APR 91984 FILED APR 91984 MICHIGAN DEPARTMENT Cl- COMMERCE Corporation & Securities Burusu CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION For use by Domestic Corporations (Please read instructions on last page before completing form) Pursuant to the provisions of Act 284, Public Acts of 1972, as amended (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate: 1. The name of the corporation is: The Vitamin Company 2. The corporation identification number (CID) assigned by the Bureau Is: 1 7 9 — 0 3 5 3. The location of its registered office is: 117 Water Street Allegan Michigan 49010 Address) “ ‘ (Cily) (ZIP Code) 1 Article of the Articles of Incorporation is hereby amended to read | as follows: The name of the corporation is: The Vitamin Company, Inc.

 

LOGO

5. The foregoing amendment to the Articles of Incorporation was duly adopted on the 29th day of March 1984 in accordance with the provisions of the Act. This Amendment (Complete and execute either a or b below, but not both.) a was duly adopted by the unanimous consent of the Incorporator(s) before the first meeting of the board of directors or trustees, Signed this 29 th day of March 19 84 John R. Nichols (Signatures of all incorporators; type or print name under each signature) b. (Check one of the following) was duly adopted by the shareholders or members, or by the directors it it is a nonprofit corporation organized on a nonstock directorship basis, in accordance with Section 611(2) of the Act. The necessary votes were cast in favor of the amendment. was duly adopted by written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407 (1) and (2) of the Act. Written notice to shareholders or members who have not consented in writing has been given. (Note; Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.) was duly adopted by written consent of all the shareholders or members entitled to vote in accordance with Section 407 (3) of the Act. Signed this day of . 19 By By signature)

CAS-515 (Rev. 1-83)

 

DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED

IN THE BOX BELOW. Include name, street and number (or P.O. box),

city, state and ZIP code.

 

   

James E. Christenson

LAW, WEATHERS & RICHARDSON

500 Union Bank Building

Grand Rapids, Michigan 49503

   

Telephone:

Area Code         616

Number     459-1171

INFORMATION AND INSTRUCTIONS

 

1. Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing.

Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.

 

2. This document is to be used pursuant to the provisions of section 631 of the Act for the purpose of amending the articles of incorporation of a domestic corporation.

 

3. Item 2—Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank.

 

4. Item 4—The entire article being amended must be set forth in its entirety. However, if the article being amended is divided into separately identified sections, only the sections being amended need be included.

 

5. This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated.

 

6. If the amendment is adopted before the first meeting of the board of directors, item 5(a) must be completed and signed in ink by all of the incorporators. If the amendment is otherwise adopted, item 5(b) must be completed and signed in ink by the president, vice-president, chairperson, or vice-chairperson of the corporation.

 

7. FEES: Filing fee (Make remittance payable to State of Michigan)             $10.00

Franchise fee for profit corporations (payable only if authorized capital stock has increased) — 1/2 mill (.0005) on each dollar of increase over highest previous authorized capital stock.

 

8. Mail form and fee to:

Michigan Department of Commerce

Corporation and Securities Bureau

Corporation Division

P.O. Box 30054

Lansing, Michigan 48909

Telephone: (517) 373-0493

 

LOGO

MICHIGAN DEPARTMENT OF COMMERCE — CORPORATION AND SECURITIES BUREAU (FOR BUREAU USE ONLY) Date Received Mar 19 1984 MAR 23 1984 CORPORATION IDENTIFICATION NUMBER ARTICLES OF INCORPORATION For use by Domestic Profit Corporations (Please read instructions on last page before completing form) Pursuant to the provisions of Act 284, Public Acts of 1972, as amended, the undersigned corporation executes the following Articles: Article 1 The name of the corporation is: THE VITAMIN COMPANY Article II The purpose or purposes for which the corporation is organized is to engage in any activity within the purposes for which corporations may be organized under the Business Corporation Act of Michigan. Article III The total authorized capital stock is: Common Shares 1. Preferred Shares Par Value Per Share $ and/or shares without par value as follows: Common Shares 5/000,000 Stated Value Per Share $ 2. Preferred Shares Stated Value Per Share $ 1 \ 3. A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows:

Article IV

 

1. The address of the registered office is:

 

117 Water Street    Allegan   ,    Michigan        49010
(Street Address)    (City)           (Zip Code)

 

2. The mailing address of the registered office if different than above:

 

        ,   Michigan         
(P.O. Box)   (City)          (Zip Code)

 

3. The name of the resident agent at the registered office is: Richard Hansen

Article V

The name(s) and address(es) of the incorporator(s) is (are) as follows:

 

Name    Residence or Business Address
James E. Christenson    500 Union Bank Building, Grand Rapids, MI 49503
John R. Nichols    500 Union Bank Building, Grand Rapids, MI 49503

Article VI (Optional. Delete if not applicable)

Any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who have not consented in writing.

Use space below for additional Articles or for continuation of previous Articles. Please identify any Article being continued or added. Attach additional pages if needed.

I (We), the incorporator(s) sign my (our) name(s) this 16th day of March, 1984.

 

 

      

 

/s/ John R. Nichols

      

 

/s/ James E. Christenson

      

 

 

      

 

 

      

 

CAS-500 (Rev. 1-83)

 

DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED

IN THE BOX BELOW. Include name, street and number (or P.O. box),

city, state and ZIP code.

 

   

James E. Christenson

LAW, WEATHERS & RICHARDSON

500 Union Bank Building

Grand Rapids, Michigan 49503

   

Telephone:

Area Code         616

Number     459-1171

INFORMATION AND INSTRUCTIONS

 

1. Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will then be returned to the address appearing in the box above as evidence of filing.

Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.

 

2. This document is to be used pursuant to the provisions of Act 284, P.A. of 1972, by one or more persons for the purpose of forming a domestic profit corporation.

 

3. Article I — The corporate name of a domestic profit corporation is required to contain one of the following words or abbreviations: “Corporation”, “Company”, “Incorporated”, “Limited”, “Corp.”, “Co.”, “Inc.”, or “Ltd.”.

 

4. Article II — State, in general terms, the character of the particular business to be carried on. Under section 202(b) of the Act, it is sufficient to state substantially, alone or without specifically enumerated purposes, that the corporation may engage in any activity within the purposes for which corporations may be organized under the Act. The Act requires, however, that educational corporations state their specific purposes.

 

5. Article III (2) — The Act requires the incorporators of a domestic corporation having shares without par value to submit in writing the amount of consideration proposed to be received for each share which shall be allocated to stated capital. Such stated value may be indicated either in item 2 of article III or in a written statement accompanying the articles of incorporation.

 

6. Article IV — A post office box may not be designated as the address of the registered office. The mailing address may differ from the address of the registered office only if a post office box address in the same city as the registered office is designated as the mailing address.

 

7. Article V — The Act requires one or more incorporators. The address(es) should include a street number and name (or other designation), city and state.

 

8. The duration of the corporation should be stated in the articles only if the duration is not perpetual.

 

9. This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated as an additional article.

 

10. The articles must be signed in ink by each incorporator. The names of the incorporators as set out in article V should correspond with the signatures.

 

11.

   

FEES: Filing fee

    $ 10.00   
  

        Franchise fee — 1/2 mill (.0005) on each dollar of authorized capital stock, with a minimum franchise fee of

    $ 25.00   
  

        Total minimum fees (Make remittance payable to State of Michigan)

    $ 35.00   

 

12. Mail form and fee to:

Michigan Department of Commerce

Corporation and Securities Bureau

Corporation Division

P.O. Box 30054

Lansing, MI 48909

Telephone: (517) 373-0493

EX-3.33 32 d772859dex333.htm EX-3.33 EX-3.33

Exhibit 3.33

AMENDED AND RESTATED BYLAWS

of

PERRIGO COMPANY OF SOUTH CAROLINA, INC.

as amended through October 1, 2006

Bylaws MI 200611

PERRIGO COMPANY OF SOUTH CAROLINA, INC.

AMENDED AND RESTATED BYLAWS

ARTICLE I

Offices

The Corporation may have offices at such places as the Board of Directors may from time to time determine.

ARTICLE II

Shareholders

Section 1 - Place of Meeting

Except as otherwise provided by applicable law, the Board of Directors may designate any place as the place of meeting for any annual meeting of shareholders or for any special meeting of shareholders.

Section 2 - Annual Meeting

The annual meeting of shareholders shall be held on such date and at such time and place as shall be selected by the Board of Directors, for the purpose of electing directors, setting the number of directors and for the transaction of such other business as may properly be brought before the meeting.

Section 3 - Special Meeting

A special meeting of shareholders may be called at any time by the Chairman, the President or a majority of the directors then in office.

Section 4 - Notice of Meeting

Written notice of the place, date, hour and purposes of each meeting of shareholders shall be given to the holders of record of the shares of capital stock of the Corporation entitled to vote at the meeting by (a) mail, postage prepaid, (b) facsimile, (c) email (d) overnight mail (e) courier service or (f) personal delivery not later than 48 hours prior to such meeting nor more than 60 days before the date of such meeting to each such holder at the postal address, facsimile number or email address, as applicable, designated by him or her for that purpose or, if none is designated, at his or her last known postal address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation. If transmitted via facsimile, such notice shall be deemed to be delivered when a confirmation of the transmission of the facsimile to the shareholder at his or her facsimile number as it appears on the stock transfer books of the Corporation has been received. If transmitted via email, such

 

Bylaws MI 200611

notice shall be deemed to be delivered when a confirmation of the transmission of the email to the shareholder at his or her email address as it appears on the stock transfer books of the Corporation has been received. If delivered by other means, such notice shall be deemed to be delivered upon confirmed personal deliver to the shareholder or upon delivery to the address of the shareholder at his or her address as it appears on the stock transfer books of the Corporation. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all shareholders entitled to vote are present, or if notice is waived by those not present in accordance with Article VI of these Bylaws.

If a meeting of shareholders is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and only such business is transacted at the adjourned meeting as might have been transacted at the original meeting; provided that, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record on the new record date

Section 5 - Quorum: Adjournment

At all meetings of shareholders there shall be present in person or by proxy holders of a majority of the shares entitled to vote at the meeting in order to constitute a quorum. From time to time and whether or not there is such a quorum, the chairman of the meeting or the holders of a majority of the shares entitled to vote at the meeting present in person or by proxy, without notice other than announcement at the meeting of the time and place to which the meeting is adjourned, may adjourn the meeting to such time and place, subject, however, to the provisions of the proviso last set forth in Section 4 of this Article II of these Bylaws. The shareholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

The chairman of any meeting of shareholders shall be the President, unless the Board of Directors shall by resolution prior to such meeting designate another person as chairman of such meeting.

Section 6 - Voting

At each meeting of shareholders, each shareholder present in person or represented by a valid proxy that satisfies the requirements of Section 9 of this Article II of these Bylaws shall be entitled to one vote for each share of common stock registered in the shareholder’s name on the books of the Corporation at the record date determined in accordance with Section 5 of Article V of these Bylaws.

 

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Election of directors at all meetings of the shareholders at which directors are to be elected shall be by ballot, and, a plurality of the votes cast thereat shall elect directors. In all matters other than the election of directors, when an action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by applicable law.

Section 7 - Action Without Meetings of Shareholders

Unless otherwise provided in the Articles of Incorporation, any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by all of the holders of outstanding shares who would be entitled to vote at a meeting.

Section 8 - Inspection of Shareholders List

The Corporation shall keep at its office or at the office of its transfer agent records containing the names and addresses of all shareholders, the number of shares held by each, and the dates when they respectively became holders of record thereof. A person who is a shareholder of record of the Corporation, upon at least 10 days written demand, may examine for any proper purpose, in person or by agent or attorney, during usual business hours, the record of shareholders and make extracts therefrom, at such place as such records are kept.

The officer or agent of the Corporation having charge of the stock transfer books for shares of the Corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. Such list shall be produced at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

Section 9 - Proxies

Any shareholder entitled to vote upon any matter at any meeting of shareholders may so vote by proxy; but no proxy shall be exercised after eleven months from its date unless said proxy provides for a longer period for which it shall remain in force. Every proxy shall be in writing and signed by the shareholder or his or her duly authorized agent or representative. Proxies shall be delivered to the Secretary of the Corporation before such meeting.

 

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ARTICLE III

Board of Directors

Section 1 - Number: Method of Election; Terms of Office; Qualification and Removal

The business and affairs of the Corporation shall be managed by the Board of Directors. The number of directors comprising the Board of Directors shall be fixed by the shareholders at the annual meeting or special meeting. The Board of Directors may consist of one director. Until otherwise resolved in a meeting of the shareholders, the Board of Directors shall be three (3) in number. Directors shall be elected by the shareholders at the annual meeting of the shareholders or at any adjournment of such meeting. Directors so elected shall hold office for the term of one (1) year or until others are chosen and qualified in their stead.

During the intervals between annual meetings of shareholders, any vacancy in the Board of Directors caused by resignation, removal, death, or other incapacity may be filled by majority vote of the directors then in office, though less than quorum of the Board. A directorship to be filled because of a vacancy may be filled by the Board for a term of office continuing only until the next election of the directors.

Any director may be removed from office as a director at any time, but only for cause, by the affirmative vote of shareholders holding a majority of the outstanding shares of Common Stock of the Corporation entitled to vote for the election of directors at a meeting of the shareholders called for that purpose.

If for any reason the annual meeting of shareholders shall not be held at the time appointed by these Bylaws, the directors shall cause a meeting to be held for the election of the directors as soon thereafter as conveniently may be, and the directors then in office who are nominees for reelection or for whom successors are to be elected shall continue in office until such election shall have been held and until their reelection or their successors have been duly elected and qualified.

Section 2 - Meetings

The Board of Directors may hold its meetings and have an office and keep the books of the Corporation, except as otherwise provided by applicable law or these Bylaws, in such place or places as the Board may from time to time determine.

The Board of Directors may in its discretion provide for regular meetings of the Board. Notice of regular meetings need not be given. Special meetings of the Board shall be held whenever called by direction of the President or any two of the directors for the time being in office. The Secretary shall give notice of a special meeting by mailing same at least three days, or by delivering personally or by overnight mail or courier service, or by

 

Bylaws MI 200611

telegraphing the same at least one day, or by telephoning or delivering by facsimile transmission at least 12 hours, before the meeting to each director, but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

A meeting may be held without notice, and any business may be transacted thereat, if every director shall be present, or if those not present waive notice of the meeting in accordance with Article VI of these Bylaws. No notice of any adjourned meeting need be given.

Section 3 - Quorum and Actions of the Board of Directors

Except as provided in Section 6 of this Article III of these Bylaws, a majority of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors; but if there be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

A member of the Board may participate in any meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 4 - Committees

The Board of Directors may designate from among its members such committees as it may deem appropriate from time to time, and such committees shall exercise the authority delegated to them.

Section 5 - Quorum and Action of a Committee

Except as provided in Section 6 of this Article III of these Bylaws, a majority of any committee of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the committee members present at a meeting at which a quorum is present shall be the acts of the committee; but if there be less than a quorum at any meeting of a committee, a majority of those present may adjourn the meeting from time to time. The members of a committee present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough committee members to leave less than a quorum.

A majority, or the chairperson, of any committee may fix the time and place of its meeting, unless the Board shall otherwise provide. Notice of meetings of a committee shall be given to each member of the committee in the manner provided for in the second paragraph of Section 2 of this Article III of these Bylaws.

 

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In the absence or disqualification of a member of a committee, the remaining members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of such absent or disqualified member.

A member of a committee of the Board of Directors may participate in any meeting of the committee by means of conference telephone or similar communication equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 6 - Action by Unanimous Written Consent

Any action required or permitted to be taken at any meeting of the Board of Directors or a committee thereof may be taken without a meeting if, before the action, all members of the Board or of the committee consent thereto in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent shall have the same effect as a vote of the Board or committee for all purposes.

Section 7 - Compensation of the Board of Directors

Directors, unless employed by and receiving a salary from the Corporation, shall receive such compensation for serving on the Board and for attending meetings of the Board and any committee thereof as may be fixed by the Board. Directors shall be reimbursed their reasonable expenses incurred while engaged in the business of the Corporation.

ARTICLE IV

Officers

Section 1 - Selection and Removal

The officers of the Corporation shall be a President, Secretary and Treasurer, who shall be elected by the Board of Directors after each annual meeting of shareholders. The Board is authorized to elect or appoint from time to time such other officers, including a Chairman, one or more Vice-Chairmen, one or more Vice Presidents, including Senior Vice Presidents or Executive Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. No one of said officers need be a director. All of the officers, except the Secretary, shall be regular full-time employees of the Corporation or an affiliated company. Any two of the above offices except those of (a) President and Vice President, (b) Secretary and Assistant Secretary or (c) Treasurer and Assistant Treasurer may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity.

 

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An officer shall hold office for the term of one year and until his or her successor shall have been elected or appointed and qualified, or until resignation or removal.

Any officer may be removed by the Board of Directors with or without cause.

The Board of Directors may fill any vacancies in any offices occurring for whatever reason. The Board of Directors is authorized from time to time to elect or appoint one of its members as Chairman of the Board or Vice-Chairman of the Board and such person or persons shall perform such duties as shall be prescribed by these Bylaws or by the Board of Directors from time to time.

Section 2 - Powers and Duties of the President

The President shall preside at all meetings of the shareholders and Board of Directors. Subject to the direction of the Board of Directors, the President shall have general and active management of the business of the Corporation and shall have supervisory power and authority over all officers and agents elected or appointed by the Board of Directors and over the appointment of employment, functions, duties, removal or discharge of all other employees and agents of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation and shall have control over the general operations of the Corporation. The President may delegate any of his or her powers or functions to any officer of the Corporation.

The President shall at least once in each year cause a true statement of the operations and properties of the Corporation for the preceding fiscal year to be made and to be communicated or distributed to each shareholder thereof within four months after the end of the preceding fiscal year.

Section 3 - Powers and Duties of Vice Presidents

The Vice Presidents, if any, shall perform such duties as may from time to time be assigned to them by the Board of Directors or the President.

Section 4 - Powers and Duties of Secretary

The Secretary or any Assistant Secretary shall record the proceedings of all meetings of the Board of Directors and of the shareholders in books kept for that purpose. The Secretary shall be the custodian of the corporate seal, and the Secretary or any Assistant Secretary shall affix the same to and countersign papers requiring such acts. The Secretary and any Assistant Secretary shall perform such other duties as may be assigned by the Board of Directors or the President.

 

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Section 5 - Powers and Duties of Treasurer

The Treasurer and any Assistant Treasurer shall have care and custody of all funds of the Corporation and disburse and administer the same under the direction of the Board of Directors, the President, or a designated Vice President, and shall perform such other duties as may be assigned by the Board of Directors, the President, or a designated Vice President.

Section 6 - Voting Shares of Other Corporations

Unless otherwise ordered by the Board of Directors, the President or such proxy as the President may appoint, shall vote all shares which the Corporation may own in another corporation or other entity, and if solicited, shall consent in writing, in the name of the Corporation as such holder, to or against any action by such other corporation or other entity, and if the President himself or herself is not so voting or consenting, the President may instruct such proxy as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as the President may deem necessary or proper in the premises.

Section 7 - Execution of Instruments

The President or any Vice President is authorized to sign and the Secretary or any Assistant Secretary to attest under the corporate seal, on behalf of the Corporation, contracts and other instruments in writing, including bonds and other obligations required in legal proceedings, surety and indemnifying bonds required in the conduct of the business of the Corporation, papers required by the applicable laws of any state with respect to the right to conduct business in such state, and reports required by the applicable laws of the United States or any state, territory, or foreign country.

Section 8 - Officers Appointed by the President

The President may appoint such officers, other than those that shall be elected by the Board of Directors pursuant to Section 1 of this Article IV of these Bylaws, and such agents as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be provided by the Board of Directors or any committee thereof or the President, as the case may be. Any such officer of agent appointed by the President may be removed by the President with or without cause. The President may fill any vacancies in any office appointed by the President occurring for whatever reason.

Section 9 - Delegation

Subject to any restrictions imposed by the Board of Directors, the President or any Vice-President of the Corporation may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

 

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ARTICLE V

Capital Stock

Section 1 - Certificates of Stock

Every shareholder shall be entitled to have a certificate of stock signed by or in the name of the Corporation by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation, and such signatures may be facsimiles, sealed with the Corporation’s seal, certifying the number and class of shares represented by such certificate, and where such certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee, the signatures of the officers may be facsimiles.

In case any officer who shall have signed or whose facsimile signature shall have been placed upon a certificate shall cease to be such officer, whether because of death, resignation or otherwise, before such certificate shall have been issued by the Corporation, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer at the date of issue. If the Corporation is authorized to issue shares of more than one class of stock, the certificate shall state on its face or back that the Corporation will furnish a shareholder upon request and without charge a full statement of the designation, relative rights, preferences and limitations of the shares of each class to be issued, and if the Corporation is authorized to issue any class of shares in a series, the designation, relative rights, preferences and limitations of each series so far as the same have been prescribed and the authority of the Board to designate and prescribe the relative rights, preferences and limitations of other series.

Section 2 - Transfers of Shares

Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate for not more than the same number of shares (appropriately adjusted for any dividends paid in shares of the Corporation, or any subdivision, combination or reclassification of the shares of the Corporation) to the person entitled thereto, cancel the old certificate, and record the transaction upon the books of the Corporation. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

 

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Section 3 - Lost. Stolen, or Destroyed Certificates

The President, Secretary, or any Vice President may approve issuance of replacement stock certificates upon presentation of such documentation and obligation bond(s), if any, as such officer, in his or her discretion, shall deem adequate for the protection of the Corporation.

Section 4 - Transfer Agent and Registrar; Regulations

The Corporation shall, if and whenever the Board of Directors shall so determine, maintain one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors, where the shares of the capital stock of the Corporation shall be directly transferable, or a transfer clerk to act on behalf of the Corporation in connection with such transfers, and also one or more registry offices, each in charge of a registrar designated by the Board of Directors, where such shares of stock shall be registered; and no certificate for shares of the capital stock of the Corporation in respect of which a transfer agent or transfer clerk and registrar shall have been designated shall be valid unless countersigned by such transfer agent or transfer clerk and registered by such registrar, and such signature may be a facsimile. The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Corporation.

Section 5 - Fixing of Record Date

For the purpose of determining (a) shareholders entitled to notice of and to vote at a meeting of shareholders, (b) shareholders entitled to receive payment of any dividend, or (c) shareholders for any other purpose, the Board of Directors may fix, in advance, a date as the record date for any such determination, such date in the case of a meeting to be not more than 60 nor less than 48 hours before the date of the meeting and in any other case to be not more than 60 days before the date of the action to be taken.

If a record date is not fixed, (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given and (b) the record date for determining shareholders for any other purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE VI

Waiver of Notice

Notice of the time, place, and purpose of any meeting of the Board of Directors, a committee thereof, or shareholders may be waived by facsimile transmission or other writing or electronic transmission by those not present, and entitled to vote thereat, either before or after the holding thereof.

 

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ARTICLE VII

Indemnification and Insurance

Section 1 - Right to Indemnification and Advance Payment of Expenses a Contract Right

All rights to indemnification and payment of expenses in advance of the final disposition of any action, suit or proceeding conferred by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws shall be a contract right inuring to the benefit of (i) the person conferred such rights to indemnification and advance payment of expenses by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws, and (ii) such person’s heirs, executors and administrators.

Section 2 - Advance Payment of Expenses

The Corporation shall pay and/or reimburse (as applicable) the reasonable expenses incurred by a director or officer or a former director or officer, or other person designated as entitled to indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws, who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the action, suit or proceeding. Such advance payment of expenses shall be made upon satisfaction of the following (to the extent required by the statutes of the state of incorporation of the CorporationBusiness Corporation Act of the State of Michigan):

(1) the person seeking advance payment of expenses furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(2) the person seeking advance payment of expenses furnishes the Corporation a written undertaking, executed personally or on his or her own behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(3) a determination is made that the facts then known to those making the determination as to the entitlement to advance payment of expenses would not preclude indemnification under the Corporation’s Restated Articles of Incorporation.

 

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The determinations and evaluations under this Section 2 of this Article VII of these Bylaws shall be made in the applicable manner specified in the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws or, if the person seeking advance payment of expenses is party to an indemnification agreement with the Corporation (or any of its subsidiaries), in the applicable manner (if any) specified in such agreement.

Section 3 - Claim of Indemnification and Advance Payment of Expenses

In the event a claimant shall submit to the Corporation a written request for indemnification and/or advance payment of expenses pursuant to the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws and there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification and/or advance payment of expenses is claimed a Change of Control (as hereinafter defined), determination of entitlement to indemnification and/or advance payment of expenses is to be made by Independent Counsel (as hereinafter defined) selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification and/or advance payment of expenses, payment to the claimant shall be made within 10 days after such determination.

Section 4 - Enforcement of Right to Indemnification and Advance Payment of Expenses

If a claim for indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws is not paid in full by the Corporation within thirty days after a written claim requesting such payment has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the Business Corporation Act of the State of Michigan for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or shareholders) to have made a determination prior to the commencement of such action that indemnification and/or advance payment of the expenses of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Business Corporation Act of the State of Michigan, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 5 - Determination of Entitlement to Indemnification and/or Advance Payment of Expenses

If a determination shall have been made pursuant to the Corporation’s Restated Articles of Incorporation or Section 3 of this Article VII of these Bylaws that the claimant is entitled to indemnification and/or advance payment of expenses, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws.

Section 6 - Procedures Not to be Contested

The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4 of this
Article VII of these Bylaws that the procedures and presumptions set forth in the indemnification and other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all such provisions of the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws.

Section 7 - No Retroactive Effect of Amendments

No repeal or modification of the indemnification or other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or of this Article VII of these Bylaws shall in any way diminish or adversely affect the rights of any present, former or future director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

Section 8 - Severability

If any provision or provisions of this Article VII of these Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article VII of these Bylaws (including, without limitation, each portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article VII of these Bylaws (including, without limitation, each such portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

 

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Section 9 - Definitions

For purposes of this Article VII of these Bylaws:

 

  (A) “Change of Control” means:

(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this Section 9(A)(1) of this Article VII of these Bylaws, the following acquisitions shall not constitute a Change of Control (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any other corporation controlled by the Corporation, or (iv) any acquisition by any other corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of
Section 9(A)(3) of this Article VII of these Bylaws; or

(2) Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

(3) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Corporation resulting from such Business Combination (including, without limitation, another corporation which as a result of such transaction owns the Corporation or all or substantially all of the

 

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Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(4) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(B) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Article VII of these Bylaws.

Section 10 - Notices

Any notice, request or other communication required or permitted to be given to the Corporation under the indemnification provisions of the Corporation’s Restated Articles of Incorporation or under this Article VII of these Bylaws shall be in writing and either delivered in person or sent by telegram or facsimile transmission, or overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

ARTICLE VIII

Miscellaneous Provisions

Section 1 - Fiscal Year

The fiscal year of the Corporation shall be the 52 or 53 week period that ends on the Saturday closest to each June 30.

 

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Section 2 - Reliance Upon Records

In discharging his or her duties, a director or an officer, when acting in good faith, may rely upon the opinion of counsel for the Corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or upon financial statements of the Corporation represented to him or her to be correct by the President or the officer of the Corporation having charge of its books of account, or stated in a written report by an independent or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation.

Section 3 - Checks

All checks, drafts or orders for the payment of money and all notes and acceptances shall be signed by such officer(s) or agent(s) or both as the Board of Directors may from time to time designate. No check, draft, or note shall be signed in blank.

ARTICLE IX

Amendments

To the extent not in conflict or inconsistent with the Restated Articles of Incorporation of the Corporation, these Bylaws may be amended or repealed or new Bylaws may be adopted by a majority of the Board of Directors then in office. So long as the shareholders of the Corporation shall be empowered by applicable law to adopt, amend or repeal bylaws for the Corporation or adopt any provision inconsistent herewith, such action may be taken by the shareholders by the favorable vote of the holders of not less than eighty percent (80%) of the issued and outstanding shares of the common stock of the Corporation unless such action has first been recommended by the favorable vote of at least a majority of the whole Board of Directors.

 

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EX-3.34 33 d772859dex334.htm EX-3.34 EX-3.34

Exhibit 3.34

 

LOGO

Michigan Department of Commerce
Lansing, Michigan
This is to Certify That Articles of Incorporation of
PERRICO INTERNATIONAL, INC.
were duly filed in this office on the 18th day of November, 1993, in conformity with Act 284, Public Acts of 1972, as amended.
In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 18th day of November, 1993.

FILED

NOV 18 1993

 

LOGO  

Administrator

MICHIGAN DEPARTMENT OF COMMERCE

Corporation & Securities Bureau

  

Corporation Number:

047 - 233

   
   

ARTICLES OF INCORPORATION

OF

PERRIGO INTERNATIONAL, INC.

These Articles of Incorporation are signed by the Incorporator for the purpose of forming a domestic profit corporation pursuant to the provisions of Act 284, Public Acts of 1972, as amended, as follows:

ARTICLE I

The name of the corporation is: Perrigo International, Inc.

ARTICLE II

The purpose or purposes for which the corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan.

ARTICLE III

The total authorized shares:

Common Shares                             60,000

A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows:

There is one class of capital stock. Each share thereof shall have equal rights and privileges to each other share thereof.

ARTICLE IV

Address of the registered office is:

117 Water Street

Allegan, Michigan 49010

The name of the Resident Agent at the registered office is Richard G. Hansen.

ARTICLE V

The name and address of the Incorporator is:

Perrigo Company

117 Water Street

Allegan, Michigan 49010

ARTICLE VI

The term of corporate existence is perpetual.

ARTICLE VII

Any action required or permitted by this act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action with out a meeting by less than unanimous written consent shall be given to shareholders who have not consented in writing.

ARTICLE VIII

1. No Director shall be liable to the corporation or its shareholders for monetary damages for breach of the director’s fiduciary duty, but this provision shall not limit or eliminate a director’s liability for (a) a breach of the director’s duty of loyalty to the corporation or its shareholders, (b) an act or omission not in good faith or that

 

-2-

involves intentional misconduct or a knowing violation of the law, (c) a violation of Section 551(1) of the Michigan Business Corporation Act, or (d) a transaction from which a director derived an improper personal benefit.

2. The corporation shall indemnify any person who is or was a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation or its shareholders, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation or its shareholders, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

3. The corporation shall indemnify any person who is or was a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

 

-3-

4. To the extent that a director or officer or a former director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3 of this Article VIII, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

5. Any indemnification under Sections 2 or 3 of this Article VIII (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer or former director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article VIII. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.

6. Expenses incurred in defending a civil or criminal action, suit or proceeding described in Sections 2 or 3 of this Article VIII shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding provided that such advance payments are authorized in the same manner as provided in Section 4 of this Article VIII, and the corporation receives an undertaking by or on behalf of the director or officer or former director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.

7. Nothing contained in this Article VIII shall affect or limit the rights to indemnification to which a director or officer or former director or officer of the corporation or of another corporation, partnership, joint venture, trust or other enterprise which he is or was serving at the request of the corporation may be entitled by contract or otherwise by law. The indemnification provided in this Article VIII shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

 

- 4 -

8. The corporation may indemnify any person for liability incurred by reason of the fact he is or was an employee or agent (but not a director or officer) of the corporation or is or was serving at the request of the corporation as an employee or agent (but not a director or officer) of another corporation, partnership, joint venture, trust or other enterprise whenever the Board of Directors deems it equitable or desirable that such indemnification be made.

9. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have power to indemnify him against such liability under the foregoing provisions of this Article VIII.

10. For the purpose of this Article VIII, references to “the corporation” include all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation, so that a person who is or was a director, officer, employee or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

ARTICLE IX

This corporation reserves the right to amend, alter, change, add to or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights and powers conferred by these Articles of Incorporation on shareholders, directors and officers are granted subject to this reservation.

The Incorporator, by its authorized officer, has signed these Articles of Incorporation this 10th day of November, 1993.

 

PERRIGO COMPANY
By   /s/ Richard G. Hansen
 

Richard G. Hansen

Its President

INCORPORATOR

 

-5-

DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX BELOW. Include name, street and number (or P.O. box), city, state and ZIP code.   

Name of person or organization remitting fees:

 

Hylind InfoQuest, Inc.

John R. Nichols

Law, Weathers & Richardson, P.C.

333 Bridge Street, N.W.

Suite 800

Grand Rapids, Michigan 49504

   

Preparer’s name and business

telephone number:

 

John R. Nichols

(616) 459-1171

INFORMATION AND INSTRUCTIONS

 

1. The articles of incorporation cannot be filed until this form, or a comparable document, is submitted.

 

2. Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing.

Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.

 

3. This document is to be used pursuant to the provisions of Act 284, P.A. of 1972, by one or more persons for the purpose of forming a domestic profit corporation.

 

4. Article I — The corporate name of a domestic profit corporation is required to contain one of the following words or abbreviations: “Corporation”, “Company”, “Incorporated”, “Limited”, “Corp.”, “Co.”, “Inc.”, or “Ltd.”.

 

5. Article II — State, in general terms, the character of the particular business to be carried on. Under section 202(b) of the Act, it is sufficient to state substantially, alone or with specifically enumerated purposes, that the corporation may engage in any activity within the purposes for which corporations may be formed under the Act. The Act requires, however, that educational corporations state their specific purposes.

 

6. Article IV — A post office box may not be designated as the address of the registered office.

 

7. Article V — The Act requires one or more incorporators. Educational corporations are required to have three (3) incorporators. The address(es) should include a street number and name (or other designation), city and state.

 

8. The duration of the corporation should be stated in the articles only if the duration is not perpetual.

 

9. This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated as an additional article.

 

10. The articles must be signed in ink by each incorporator. The names of the incorporators as set out in article V should correspond with the signatures.

 

11. FEES: NONREFUNDABLE FEES (Make remittance payable to the State of Michigan).

 

Include corporation name on check or money order)

    $ 10.00   

Franchise fee: first 60,000 authorized shares or portion thereof

    $ 50.00   

each additional 20,000 authorized shares or portion thereof

    $ 30.00   

Total minimum fees

    $ 60.00   

12. Mail form and fee to:

Michigan Department of Commerce

Corporation and Securities Bureau

Corporation Division

P.O. Box 30054

6546 Mercantile Way

Lansing, Michigan 48909

Telephone: (517) 334-6302

 

LOGO

MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES
This document is effective on the date filed, unless a subsequent effective date within 90 daysafter received date is stated in the document.
Name
Corporation Service Company, Attn; E. A. Dawson
Address
2711 Centerville Rd., Ste. 400 City State Zip Code
Wilmington DE IQRftft
Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office.
CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT For use by Domestic and Foreign Corporations and Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23, Public Acts of 1993 (limited liability companies), the undersigned corporation or limited liability company executes the following Certificate:
1. The name of the corporation or limited liability company is: PERRIGO INTERNATIONAL, INC.
2. The identification number assigned by the Bureau is: 047233
3. a. The name of the resident agent on file with the Bureau is: Todd W. Kingma
b. The location of the registered office on file with the Bureau is:
515 Eastern Ave., Ailegan Michigan 49010
(Street Address) (City) (ZIP Code)
c. The mailing address of the above registered office on file with the Bureau is: _, Michigan
(Street Address or P.O. Box) (City) (ZIP Code)
ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD
4. a. The name of the resident agent is: CSC-Lawyers Incorporating Service (Company)
b. The address of the registered office is:
601 Abbott Road East Lansing Michigan 48823
(Street Address) (City) (ZIP Code)
c. The mailing address of the registered office IF DIFFERENT THAN 4B is: . Michigan
(Street Address or P.O. Box) (City) (ZIP Code)
5. The above changes were authorized by resolution duly adopted by: 1. ALL CORPORATIONS: its Board of Directors; 2. PROFIT CORPORATIONS ONLY: the resident agent if only the address of the registered office is changed, in which case a copy of this statement has been mailed to the corporation; 3, LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a majority of the members pursuant to section 502(1), managers pursuant to section 405, or the resident agent if only the address of the registered office is changed.
The corporation or limited liability company further states that the address of its registered office and the address of its resident agent, as changed, are identical.
Signature

 

LOGO

MICHIGAN DEPARTMENT OF COMMERCE—CORPORATION AND SECURITIES BUREAU
Name
Kurt G. Yost Address
333 Bridge Street NW, Suite 800 City State Zip Code
Grand Rapids Michigan 49504
Document will be returned to the name and address you enter above
Administrator
MICHIGAN DEPARTMENT OF COMMERCE Corporation Securities Bureau
CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT For use by Domestic and Foreign Corporations and Limited Liability Companies
(Please read information and instructions on reverse side)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23, Public Acts of 1993 (limited liability companies), the undersigned corporation or limited liability company executes the following Certificate:
1. The name of the corporation or limited liability company is:
Perrigo International, Inc.
2. The identification number assigned by the Bureau is: 047-233
3. a. The name of the resident agent on file with the Bureau is: Richard G. Hansen
b. The location of its registered office is:
117 Water Street Allegan . Michigan 49010
(Street Address) (City) (ZIP Code)
c. The mailing address of the above registered office on file with the Bureau is:
, Michigan
(PO Box) (City) (ZIP Code)
ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD
4. a. The name of the resident agent is: John R. Nichols
b. The address of the registered office is:
117 Water Street Allegan Michigan 49010
(Street Address) (City) (ZIP Code)
c. The mailing address of the registered office IF DIFFERENT THAN 4B is: , Michigan
(P.O. Box) (City) (ZIP Code)
5. The above changes were authorized by resolution duty adopted by: 1. ALL CORPORATIONS: its board of directors; 2, PROFIT CORPORATIONS ONLY: the resident agent if only the address of the registered office Is changed, In which case a copy of this statement has been mailed to the corporation; 3. LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a majority of the members pursuant to section 502(1), managers pursuant to section -405, or the resident agent if only the address of the registered office is changed. The corporation or limited liability company further states that the address of its registered office and the address of its resident agent as changed, are identical.

EX-3.35 34 d772859dex335.htm EX-3.35 EX-3.35

Exhibit 3.35

 

AMENDED AND RESTATED BYLAWS

of

PERRIGO INTERNATIONAL, INC.

as amended through October 1, 2006

 

PERRIGO INTERNATIONAL, INC.

AMENDED AND RESTATED BYLAWS

ARTICLE I

Offices

The Corporation may have offices at such places as the Board of Directors may from time to time determine.

ARTICLE II

Shareholders

Section 1 - Place of Meeting

Except as otherwise provided by applicable law, the Board of Directors may designate any place as the place of meeting for any annual meeting of shareholders or for any special meeting of shareholders.

Section 2 - Annual Meeting

The annual meeting of shareholders shall be held on such date and at such time and place as shall be selected by the Board of Directors, for the purpose of electing directors, setting the number of directors and for the transaction of such other business as may properly be brought before the meeting.

Section 3 - Special Meeting

A special meeting of shareholders may be called at any time by the Chairman, the President or a majority of the directors then in office.

Section 4 - Notice of Meeting

Written notice of the place, date, hour and purposes of each meeting of shareholders shall be given to the holders of record of the shares of capital stock of the Corporation entitled to vote at the meeting by (a) mail, postage prepaid, (b) facsimile, (c) email (d) overnight mail (e) courier service or (f) personal delivery not later than 48 hours prior to such meeting nor more than 60 days before the date of such meeting to each such holder at the postal address, facsimile number or email address, as applicable, designated by him or her for that purpose or, if none is designated, at his or her last known postal address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation. If transmitted via facsimile, such

notice shall be deemed to be delivered when a confirmation of the transmission of the facsimile to the shareholder at his or her facsimile number as it appears on the stock transfer books of the Corporation has been received. If transmitted via email, such notice shall be deemed to be delivered when a confirmation of the transmission of the email to the shareholder at his or her email address as it appears on the stock transfer books of the Corporation has been received. If delivered by other means, such notice shall be deemed to be delivered upon confirmed personal deliver to the shareholder or upon delivery to the address of the shareholder at his or her address as it appears on the stock transfer books of the Corporation. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all shareholders entitled to vote are present, or if notice is waived by those not present in accordance with Article VI of these Bylaws.

If a meeting of shareholders is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and only such business is transacted at the adjourned meeting as might have been transacted at the original meeting; provided that, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record on the new record date

Section 5 - Quorum: Adjournment

At all meetings of shareholders there shall be present in person or by proxy holders of a majority of the shares entitled to vote at the meeting in order to constitute a quorum. From time to time and whether or not there is such a quorum, the chairman of the meeting or the holders of a majority of the shares entitled to vote at the meeting present in person or by proxy, without notice other than announcement at the meeting of the time and place to which the meeting is adjourned, may adjourn the meeting to such time and place, subject, however, to the provisions of the proviso last set forth in Section 4 of this Article II of these Bylaws. The shareholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

The chairman of any meeting of shareholders shall be the President, unless the Board of Directors shall by resolution prior to such meeting designate another person as chairman of such meeting.

Section 6 - Voting

At each meeting of shareholders, each shareholder present in person or represented by a valid proxy that satisfies the requirements of Section 9 of this Article II of these Bylaws shall be entitled to one vote for each share of common stock registered in the shareholder’s name on the books of the Corporation at the record date determined in accordance with Section 5 of Article V of these Bylaws.

 

- 3 -

Election of directors at all meetings of the shareholders at which directors are to be elected shall be by ballot, and, a plurality of the votes cast thereat shall elect directors. In all matters other than the election of directors, when an action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by applicable law.

Section 7 - Action Without Meetings of Shareholders

Unless otherwise provided in the Articles of Incorporation, any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by all of the holders of outstanding shares who would be entitled to vote at a meeting.

Section 8 - Inspection of Shareholders List

The Corporation shall keep at its office or at the office of its transfer agent records containing the names and addresses of all shareholders, the number of shares held by each, and the dates when they respectively became holders of record thereof. A person who is a shareholder of record of the Corporation, upon at least 10 days written demand, may examine for any proper purpose, in person or by agent or attorney, during usual business hours, the record of shareholders and make extracts therefrom, at such place as such records are kept.

The officer or agent of the Corporation having charge of the stock transfer books for shares of the Corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. Such list shall be produced at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

Section 9 - Proxies

Any shareholder entitled to vote upon any matter at any meeting of shareholders may so vote by proxy; but no proxy shall be exercised after eleven months from its date unless said proxy provides for a longer period for which it shall remain in force. Every proxy shall be in writing and signed by the shareholder or his or her duly authorized agent or representative. Proxies shall be delivered to the Secretary of the Corporation before such meeting.

 

- 4 -

ARTICLE III

Board of Directors

Section 1 - Number: Method of Election; Terms of Office; Qualification and Removal

The business and affairs of the Corporation shall be managed by the Board of Directors. The number of directors comprising the Board of Directors shall be fixed by the shareholders at the annual meeting or special meeting. The Board of Directors may consist of one director. Until otherwise resolved in a meeting of the shareholders, the Board of Directors shall be three (3) in number. Directors shall be elected by the shareholders at the annual meeting of the shareholders or at any adjournment of such meeting. Directors so elected shall hold office for the term of one (l) year or until others are chosen and qualified in their stead.

During the intervals between annual meetings of shareholders, any vacancy in the Board of Directors caused by resignation, removal, death, or other incapacity may be filled by majority vote of the directors then in office, though less than quorum of the Board. A directorship to be filled because of a vacancy may be filled by the Board for a term of office continuing only until the next election of the directors.

Any director may be removed from office as a director at any time, but only for cause, by the affirmative vote of shareholders holding a majority of the outstanding shares of Common Stock of the Corporation entitled to vote for the election of directors at a meeting of the shareholders called for that purpose.

If for any reason the annual meeting of shareholders shall not be held at the time appointed by these Bylaws, the directors shall cause a meeting to be held for the election of the directors as soon thereafter as conveniently may be, and the directors then in office who are nominees for reelection or for whom successors are to be elected shall continue in office until such election shall have been held and until their reelection or their successors have been duly elected and qualified.

Section 2 - Meetings

The Board of Directors may hold its meetings and have an office and keep the books of the Corporation, except as otherwise provided by applicable law or these Bylaws, in such place or places as the Board may from time to time determine.

The Board of Directors may in its discretion provide for regular meetings of the Board. Notice of regular meetings need not be given. Special meetings of the Board shall be held whenever called by direction of the President or any two of the directors for the time being in office. The Secretary shall give notice of a special meeting by mailing same at least three days, or by delivering personally or by overnight mail or courier service, or by

telegraphing the same at least one day, or by telephoning or delivering by facsimile transmission at least 12 hours, before the meeting to each director, but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

A meeting may be held without notice, and any business may be transacted thereat, if every director shall be present, or if those not present waive notice of the meeting in accordance with Article VI of these Bylaws. No notice of any adjourned meeting need be given.

Section 3 - Quorum and Actions of the Board of Directors

Except as provided in Section 6 of this Article III of these Bylaws, a majority of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors; but if there be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

A member of the Board may participate in any meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 4 - Committees

The Board of Directors may designate from among its members such committees as it may deem appropriate from time to time, and such committees shall exercise the authority delegated to them.

Section 5 - Quorum and Action of a Committee

Except as provided in Section 6 of this Article III of these Bylaws, a majority of any committee of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the committee members present at a meeting at which a quorum is present shall be the acts of the committee; but if there be less than a quorum at any meeting of a committee, a majority of those present may adjourn the meeting from time to time. The members of a committee present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough committee members to leave less than a quorum.

A majority, or the chairperson, of any committee may fix the time and place of its meeting, unless the Board shall otherwise provide. Notice of meetings of a committee shall be given to each member of the committee in the manner provided for in the second paragraph of Section 2 of this Article III of these Bylaws.

 

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In the absence or disqualification of a member of a committee, the remaining members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of such absent or disqualified member.

A member of a committee of the Board of Directors may participate in any meeting of the committee by means of conference telephone or similar communication equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 6 - Action by Unanimous Written Consent

Any action required or permitted to be taken at any meeting of the Board of Directors or a committee thereof may be taken without a meeting if, before the action, all members of the Board or of the committee consent thereto in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent shall have the same effect as a vote of the Board or committee for all purposes.

Section 7 - Compensation of the Board of Directors

Directors, unless employed by and receiving a salary from the Corporation, shall receive such compensation for serving on the Board and for attending meetings of the Board and any committee thereof as may be fixed by the Board. Directors shall be reimbursed their reasonable expenses incurred while engaged in the business of the Corporation.

ARTICLE IV

Officers

Section 1 - Selection and Removal

The officers of the Corporation shall be a President, Secretary and Treasurer, who shall be elected by the Board of Directors after each annual meeting of shareholders. The Board is authorized to elect or appoint from time to time such other officers, including a Chairman, one or more Vice-Chairmen, one or more Vice Presidents, including Senior Vice Presidents or Executive Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. No one of said officers need be a director. All of the officers, except the Secretary, shall be regular full-time employees of the Corporation or an affiliated company. Any two of the above offices except those of (a) President and Vice President, (b) Secretary and Assistant Secretary or (c) Treasurer and Assistant Treasurer may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity.

 

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An officer shall hold office for the term of one year and until his or her successor shall have been elected or appointed and qualified, or until resignation or removal.

Any officer may be removed by the Board of Directors with or without cause.

The Board of Directors may fill any vacancies in any offices occurring for whatever reason. The Board of Directors is authorized from time to time to elect or appoint one of its members as Chairman of the Board or Vice-Chairman of the Board and such person or persons shall perform such duties as shall be prescribed by these Bylaws or by the Board of Directors from time to time.

Section 2 - Powers and Duties of the President

The President shall preside at all meetings of the shareholders and Board of Directors. Subject to the direction of the Board of Directors, the President shall have general and active management of the business of the Corporation and shall have supervisory power and authority over all officers and agents elected or appointed by the Board of Directors and over the appointment of employment, functions, duties, removal or discharge of all other employees and agents of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation and shall have control over the general operations of the Corporation. The President may delegate any of his or her powers or functions to any officer of the Corporation.

The President shall at least once in each year cause a true statement of the operations and properties of the Corporation for the preceding fiscal year to be made and to be communicated or distributed to each shareholder thereof within four months after the end of the preceding fiscal year.

Section 3 - Powers and Duties of Vice Presidents

The Vice Presidents, if any, shall perform such duties as may from time to time be assigned to them by the Board of Directors or the President.

Section 4 - Powers and Duties of Secretary

The Secretary or any Assistant Secretary shall record the proceedings of all meetings of the Board of Directors and of the shareholders in books kept for that purpose. The Secretary shall be the custodian of the corporate seal, and the Secretary or any Assistant Secretary shall affix the same to and countersign papers requiring such acts. The Secretary and any Assistant Secretary shall perform such other duties as may be assigned by the Board of Directors or the President.

 

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Section 5 - Powers and Duties of Treasurer

The Treasurer and any Assistant Treasurer shall have care and custody of all funds of the Corporation and disburse and administer the same under the direction of the Board of Directors, the President, or a designated Vice President, and shall perform such other duties as may be assigned by the Board of Directors, the President, or a designated Vice President.

Section 6 - Voting Shares of Other Corporations

Unless otherwise ordered by the Board of Directors, the President or such proxy as the President may appoint, shall vote all shares which the Corporation may own in another corporation or other entity, and if solicited, shall consent in writing, in the name of the Corporation as such holder, to or against any action by such other corporation or other entity, and if the President himself or herself is not so voting or consenting, the President may instruct such proxy as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as the President may deem necessary or proper in the premises.

Section 7 - Execution of Instruments

The President or any Vice President is authorized to sign and the Secretary or any Assistant Secretary to attest under the corporate seal, on behalf of the Corporation, contracts and other instruments in writing, including bonds and other obligations required in legal proceedings, surety and indemnifying bonds required in the conduct of the business of the Corporation, papers required by the applicable laws of any state with respect to the right to conduct business in such state, and reports required by the applicable laws of the United States or any state, territory, or foreign country.

Section 8 - Officers Appointed by the President

The President may appoint such officers, other than those that shall be elected by the Board of Directors pursuant to Section 1 of this Article IV of these Bylaws, and such agents as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be provided by the Board of Directors or any committee thereof or the President, as the case may be. Any such officer of agent appointed by the President may be removed by the President with or without cause. The President may fill any vacancies in any office appointed by the President occurring for whatever reason.

Section 9 - Delegation

Subject to any restrictions imposed by the Board of Directors, the President or any Vice-President of the Corporation may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

 

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ARTICLE V

Capital Stock

Section 1 - Certificates of Stock

Every shareholder shall be entitled to have a certificate of stock signed by or in the name of the Corporation by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation, and such signatures may be facsimiles, sealed with the Corporation’s seal, certifying the number and class of shares represented by such certificate, and where such certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee, the signatures of the officers may be facsimiles.

In case any officer who shall have signed or whose facsimile signature shall have been placed upon a certificate shall cease to be such officer, whether because of death, resignation or otherwise, before such certificate shall have been issued by the Corporation, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer at the date of issue. If the Corporation is authorized to issue shares of more than one class of stock, the certificate shall state on its face or back that the Corporation will furnish a shareholder upon request and without charge a full statement of the designation, relative rights, preferences and limitations of the shares of each class to be issued, and if the Corporation is authorized to issue any class of shares in a series, the designation, relative rights, preferences and limitations of each series so far as the same have been prescribed and the authority of the Board to designate and prescribe the relative rights, preferences and limitations of other series.

Section 2 - Transfers of Shares

Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate for not more than the same number of shares (appropriately adjusted for any dividends paid in shares of the Corporation, or any subdivision, combination or reclassification of the shares of the Corporation) to the person entitled thereto, cancel the old certificate, and record the transaction upon the books of the Corporation. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

 

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Section 3 - Lost, Stolen, or Destroyed Certificates

The President, Secretary, or any Vice President may approve issuance of replacement stock certificates upon presentation of such documentation and obligation bond(s), if any, as such officer, in his or her discretion, shall deem adequate for the protection of the Corporation.

Section 4 - Transfer Agent and Registrar; Regulations

The Corporation shall, if and whenever the Board of Directors shall so determine, maintain one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors, where the shares of the capital stock of the Corporation shall be directly transferable, or a transfer clerk to act on behalf of the Corporation in connection with such transfers, and also one or more registry offices, each in charge of a registrar designated by the Board of Directors, where such shares of stock shall be registered; and no certificate for shares of the capital stock of the Corporation in respect of which a transfer agent or transfer clerk and registrar shall have been designated shall be valid unless countersigned by such transfer agent or transfer clerk and registered by such registrar, and such signature may be a facsimile. The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Corporation.

Section 5 - Fixing of Record Date

For the purpose of determining (a) shareholders entitled to notice of and to vote at a meeting of shareholders, (b) shareholders entitled to receive payment of any dividend, or (c) shareholders for any other purpose, the Board of Directors may fix, in advance, a date as the record date for any such determination, such date in the case of a meeting to be not more than 60 nor less than 48 hours before the date of the meeting and in any other case to be not more than 60 days before the date of the action to be taken.

If a record date is not fixed, (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given and (b) the record date for determining shareholders for any other purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE VI

Waiver of Notice

Notice of the time, place, and purpose of any meeting of the Board of Directors, a committee thereof, or shareholders may be waived by facsimile transmission or other writing or electronic transmission by those not present, and entitled to vote thereat, either before or after the holding thereof.

 

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ARTICLE VII

Indemnification and Insurance

Section 1 - Right to Indemnification and Advance Payment of Expenses a Contract Right

All rights to indemnification and payment of expenses in advance of the final disposition of any action, suit or proceeding conferred by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws shall be a contract right inuring to the benefit of (i) the person conferred such rights to indemnification and advance payment of expenses by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws, and (ii) such person’s heirs, executors and administrators.

Section 2 - Advance Payment of Expenses

The Corporation shall pay and/or reimburse (as applicable) the reasonable expenses incurred by a director or officer or a former director or officer, or other person designated as entitled to indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws, who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the action, suit or proceeding. Such advance payment of expenses shall be made upon satisfaction of the following (to the extent required by the statutes of the state of incorporation of the Corporation Business Corporation Act of the State of Michigan):

(1) the person seeking advance payment of expenses furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(2) the person seeking advance payment of expenses furnishes the Corporation a written undertaking, executed personally or on his or her own behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(3) a determination is made that the facts then known to those making the determination as to the entitlement to advance payment of expenses would not preclude indemnification under the Corporation’s Restated Articles of Incorporation.

 

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The determinations and evaluations under this Section 2 of this Article VII of these Bylaws shall be made in the applicable manner specified in the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws or, if the person seeking advance payment of expenses is party to an indemnification agreement with the Corporation (or any of its subsidiaries), in the applicable manner (if any) specified in such agreement.

Section 3 - Claim of Indemnification and Advance Payment of Expenses

In the event a claimant shall submit to the Corporation a written request for indemnification and/or advance payment of expenses pursuant to the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws and there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification and/or advance payment of expenses is claimed a Change of Control (as hereinafter defined), determination of entitlement to indemnification and/or advance payment of expenses is to be made by Independent Counsel (as hereinafter defined) selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification and/or advance payment of expenses, payment to the claimant shall be made within 10 days after such determination.

Section 4 - Enforcement of Right to Indemnification and Advance Payment of Expenses

If a claim for indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws is not paid in full by the Corporation within thirty days after a written claim requesting such payment has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the Business Corporation Act of the State of Michigan for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or shareholders) to have made a determination prior to the commencement of such action that indemnification and/or advance payment of the expenses of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Business Corporation Act of the State of Michigan, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 5 - Determination of Entitlement to Indemnification and/or Advance Payment of Expenses

If a determination shall have been made pursuant to the Corporation’s Restated Articles of Incorporation or Section 3 of this Article VII of these Bylaws that the claimant is entitled to indemnification and/or advance payment of expenses, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws.

Section 6 - Procedures Not to be Contested

The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws that the procedures and presumptions set forth in the indemnification and other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all such provisions of the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws.

Section 7 - No Retroactive Effect of Amendments

No repeal or modification of the indemnification or other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or of this Article VII of these Bylaws shall in any way diminish or adversely affect the rights of any present, former or future director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

Section 8 - Severability

If any provision or provisions of this Article VII of these Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article VII of these Bylaws (including, without limitation, each portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article VII of these Bylaws (including, without limitation, each such portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

 

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Section 9 - Definitions

For purposes of this Article VII of these Bylaws:

(A) “Change of Control” means:

(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this Section 9(A)(1) of this Article VII of these Bylaws, the following acquisitions shall not constitute a Change of Control (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any other corporation controlled by the Corporation, or (iv) any acquisition by any other corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 9(A)(3) of this Article VII of these Bylaws; or

(2) Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

(3) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Corporation resulting from such Business Combination (including, without limitation, another corporation which as a result of such transaction owns the Corporation or all or substantially all of the

 

- 15 -

Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(4) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(B) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Article VII of these Bylaws.

Section 10 - Notices

Any notice, request or other communication required or permitted to be given to the Corporation under the indemnification provisions of the Corporation’s Restated Articles of Incorporation or under this Article VII of these Bylaws shall be in writing and either delivered in person or sent by telegram or facsimile transmission, or overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

ARTICLE VIII

Miscellaneous Provisions

Section 1 - Fiscal Year

The fiscal year of the Corporation shall be the 52 or 53 week period that ends on the Saturday closest to each June 30.

 

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Section 2 - Reliance Upon Records

In discharging his or her duties, a director or an officer, when acting in good faith, may rely upon the opinion of counsel for the Corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or upon financial statements of the Corporation represented to him or her to be correct by the President or the officer of the Corporation having charge of its books of account, or stated in a written report by an independent or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation.

Section 3 - Checks

All checks, drafts or orders for the payment of money and all notes and acceptances shall be signed by such officer(s) or agent(s) or both as the Board of Directors may from time to time designate. No check, draft, or note shall be signed in blank.

ARTICLE IX

Amendments

To the extent not in conflict or inconsistent with the Restated Articles of Incorporation of the Corporation, these Bylaws may be amended or repealed or new Bylaws may be adopted by a majority of the Board of Directors then in office. So long as the shareholders of the Corporation shall be empowered by applicable law to adopt, amend or repeal bylaws for the Corporation or adopt any provision inconsistent herewith, such action may be taken by the shareholders by the favorable vote of the holders of not less than eighty percent (80%) of the issued and outstanding shares of the common stock of the Corporation unless such action has first been recommended by the favorable vote of at least a majority of the whole Board of Directors.

 

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EX-3.36 35 d772859dex336.htm EX-3.36 EX-3.36

Exhibit 3.36

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:20 AM 09/06/2013

FILED 09:20 AM 09/06/2013

SRV 131060436 – 3272570 FILE

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

CHEMAGIS USA, INC.

The undersigned, desiring to amend the Certificate of Incorporation of Chemagis USA, Inc. pursuant to the provisions of §242 of the Delaware General Corporation Law, does hereby certify as follows:

1. The name of the corporation is Chemagis USA, Inc.

2. Article 1 of the Certificate of Incorporation of the corporation shall be amended as follows:

ARTICLE 1

The name of the Corporation is: Perrigo API USA, Inc.

* * * * *

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Chemagis USA, Inc. as of September 6, 2013.

 

By:  

/s/ Todd W. Kingma

Name:  

Todd W. Kingma

Its:  

Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 08/09/2000

001404261 – 3272570

CERTIFICATE OF INCORPORATION

OF

ChemAgis USA, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the “Corporation”) is

ChemAgis USA, INC.

SECOND: The address, including street, number, city, and county, of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle; and the name of the registered agent of the Corporation in the State of Delaware is The Prentice-Hall Corporation System, Inc.

THIRD: The nature of the business to be conducted and the purposes of the Corporation are:

To purchase or otherwise acquire, invest in, own, lease, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade and deal in and with real property and personal property of every kind, class and description (including, without limitation, goods, wares and merchandise of every kind, class and description), to manufacture goods, wares and merchandise of every kind, class and description, both on its own account and for others;

To make and perform agreements and contracts of every kind and description; and

Generally to engage in any lawful act or activity or carry on any business for which corporations may be organized under the Delaware General Corporation Law or any successor statute.

FOURTH:

The total number of shares of all classes of stock which the Corporation shall have authority to issue is Three Thousand (3,000), consisting of 3,000 shares of Common Stock, Zero Dollars and One Cent ($0.01) Par Value per share (the “Common Stock”).

FIFTH: The name and mailing address of the sole incorporator is as follows:

 

Name

   

Mailing Address

     
Anne T. Leland   

Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.

   
     
   One Financial Center   
   Boston, MA 02111   

SIXTH: The Corporation is to have perpetual existence.

SEVENTH: For the management of the business and for the conduct of the affairs of the Corporation, and in further definition and not in limitation of the powers of the Corporation and of its directors and of its stockholders or any class thereof, as the case may be, conferred by the State of Delaware, it is further provided that:

A. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-Laws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the Corporation would have if there were no vacancies. No election of directors need be by written ballot.

B. After the original or other By-Laws of the Corporation have been adopted, amended or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the Corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the By-Laws of the Corporation may be exercised by the Board of Directors of the Corporation.

C. The books of the Corporation may be kept at such place within or without the State of Delaware as the By-Laws of the Corporation may provide or as may be designated from time to time by the Board of Directors of the Corporation.

EIGHTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented from time to time, indemnify and advance expenses to, (i) its directors and officers, and (ii) any person who at the request of the Corporation is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section as amended or supplemented (or any successor), provided, however, that except with respect to proceedings to enforce rights to indemnification, the By-Laws of the Corporation may provide that the Corporation shall indemnify any director, officer or such person in connection with a proceeding (or part thereof) initiated by such director, officer or such person only if such proceeding (or part thereof) was authorized by the

 

- 2 -

Board of Directors of the Corporation. The Corporation, by action of its Board of Directors, may provide indemnification or advance expenses to employees and agents of the Corporation or other persons only on such terms and conditions and to the extent determined by the Board of Directors in its sole and absolute discretion. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their 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, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

NINTH: No director of this Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as in effect at the time such liability or limitation thereof is determined. No amendment, modification or repeal of this Article 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, modification or repeal. If the General Corporation Law of the State of Delaware is amended after approval by the stockholders of this Article to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

TENTH: 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 (3/4) 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.

ELEVENTH: From time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time

 

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prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article.

I, the undersigned, being the sole incorporator, for the purpose of forming a Corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, to certify that the facts herein stated are true, and accordingly have hereto set my hand this ninth day of August, 2000.

 

/s/ Anne T. Leland

Anne T. Leland

 

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EX-3.37 36 d772859dex337.htm EX-3.37 EX-3.37

Exhibit 3.37

 

 

 

AMENDED AND RESTATED BYLAWS

of

CHEMAGIS USA, INC.

as amended through October 1, 2006

CHEMAGIS USA, INC.

AMENDED AND RESTATED BYLAWS

ARTICLE I

Offices

The Corporation may have offices at such places as the Board of Directors may from time to time determine.

ARTICLE II

Shareholders

Section 1 - Place of Meeting

Except as otherwise provided by applicable law, the Board of Directors may designate any place as the place of meeting for any annual meeting of shareholders or for any special meeting of shareholders.

Section 2 - Annual Meeting

The annual meeting of shareholders shall be held on such date and at such time and place as shall be selected by the Board of Directors, for the purpose of electing directors, setting the number of directors and for the transaction of such other business as may properly be brought before the meeting.

Section 3 - Special Meeting

A special meeting of shareholders may be called at any time by the Chairman, the President or a majority of the directors then in office.

Section 4 - Notice of Meeting

Written notice of the place, date, hour and purposes of each meeting of shareholders shall be given to the holders of record of the shares of capital stock of the Corporation entitled to vote at the meeting by (a) mail, postage prepaid, (b) facsimile, (c) email (d) overnight mail (e) courier service or (f) personal delivery not later than 48 hours prior to such meeting nor more than 60 days before the date of such meeting to each such holder at the postal address, facsimile number or email address, as applicable, designated by him or her for that purpose or, if none is designated, at his or her last known postal address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation. If transmitted via facsimile, such

notice shall be deemed to be delivered when a confirmation of the transmission of the facsimile to the shareholder at his or her facsimile number as it appears on the stock transfer books of the Corporation has been received. If transmitted via email, such notice shall be deemed to be delivered when a confirmation of the transmission of the email to the shareholder at his or her email address as it appears on the stock transfer books of the Corporation has been received. If delivered by other means, such notice shall be deemed to be delivered upon confirmed personal deliver to the shareholder or upon delivery to the address of the shareholder at his or her address as it appears on the stock transfer books of the Corporation. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all shareholders entitled to vote are present, or if notice is waived by those not present in accordance with Article VI of these Bylaws.

If a meeting of shareholders is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and only such business is transacted at the adjourned meeting as might have been transacted at the original meeting; provided that, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record on the new record date

Section 5 - Quorum: Adjournment

At all meetings of shareholders there shall be present in person or by proxy holders of a majority of the shares entitled to vote at the meeting in order to constitute a quorum. From time to time and whether or not there is such a quorum, the chairman of the meeting or the holders of a majority of the shares entitled to vote at the meeting present in person or by proxy, without notice other than announcement at the meeting of the time and place to which the meeting is adjourned, may adjourn the meeting to such time and place, subject, however, to the provisions of the proviso last set forth in Section 4 of this Article II of these Bylaws. The shareholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

The chairman of any meeting of shareholders shall be the President, unless the Board of Directors shall by resolution prior to such meeting designate another person as chairman of such meeting.

Section 6 - Voting

At each meeting of shareholders, each shareholder present in person or represented by a valid proxy that satisfies the requirements of Section 9 of this Article II of these Bylaws shall be entitled to one vote for each share of common stock registered in the shareholder’s name on the books of the Corporation at the record date determined in accordance with Section 5 of Article V of these Bylaws.

 

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Election of directors at all meetings of the shareholders at which directors are to be elected shall be by ballot, and, a plurality of the votes cast thereat shall elect directors. In all matters other than the election of directors, when an action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by applicable law.

Section 7 - Action Without Meetings of Shareholders

Unless otherwise provided in the Articles of Incorporation, any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by all of the holders of outstanding shares who would be entitled to vote at a meeting.

Section 8 - Inspection of Shareholders List

The Corporation shall keep at its office or at the office of its transfer agent records containing the names and addresses of all shareholders, the number of shares held by each, and the dates when they respectively became holders of record thereof. A person who is a shareholder of record of the Corporation, upon at least 10 days written demand, may examine for any proper purpose, in person or by agent or attorney, during usual business hours, the record of shareholders and make extracts therefrom, at such place as such records are kept.

The officer or agent of the Corporation having charge of the stock transfer books for shares of the Corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. Such list shall be produced at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

Section 9 - Proxies

Any shareholder entitled to vote upon any matter at any matter at any meeting of shareholders may so vote by proxy; but no proxy shall be exercised after eleven months from its date unless said proxy provides for a longer period for which it shall remain in force. Every proxy shall be in writing and signed by the shareholder or his or her duly authorized agent or representative. Proxies shall be delivered to the Secretary of the Corporation before such meeting.

 

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ARTICLE III

Board of Directors

Section 1 - Number: Method of Election; Terms of Office; Qualification and Removal

The business and affairs of the Corporation shall be managed by the Board of Directors. The number of directors comprising the Board of Directors shall be fixed by the shareholders at the annual meeting or special meeting. The Board of Directors may consist of one director. Until otherwise resolved in a meeting of the shareholders, the Board of Directors shall be three (3) in number. Directors shall be elected by the shareholders at the annual meeting of the shareholders or at any adjournment of such meeting. Directors so elected shall hold office for the term of one (l) year or until others are chosen and qualified in their stead.

During the intervals between annual meetings of shareholders, any vacancy in the Board of Directors caused by resignation, removal, death, or other incapacity may be filled by majority vote of the directors then in office, though less than quorum of the Board. A directorship to be filled because of a vacancy may be filled by the Board for a term of office continuing only until the next election of the directors.

Any director may be removed from office as a director at any time, but only for cause, by the affirmative vote of shareholders holding a majority of the outstanding shares of Common Stock of the Corporation entitled to vote for the election of directors at a meeting of the shareholders called for that purpose.

If for any reason the annual meeting of shareholders shall not be held at the time appointed by these Bylaws, the directors shall cause a meeting to be held for the election of the directors as soon thereafter as conveniently may be, and the directors then in office who are nominees for reelection or for whom successors are to be elected shall continue in office until such election shall have been held and until their reelection or their successors have been duly elected and qualified.

Section 2 - Meetings

The Board of Directors may hold its meetings and have an office and keep the books of the Corporation, except as otherwise provided by applicable law or these Bylaws, in such place or places as the Board may from time to time determine.

The Board of Directors may in its discretion provide for regular meetings of the Board. Notice of regular meetings need not be given. Special meetings of the Board shall be held whenever called by direction of the President or any two of the directors for the time being in office. The Secretary shall give notice of a special meeting by mailing same at least three days, or by delivering personally or by overnight mail or courier service, or by

telegraphing the same at least one day, or by telephoning or delivering by facsimile transmission at least 12 hours, before the meeting to each director, but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

A meeting may be held without notice, and any business may be transacted thereat, if every director shall be present, or if those not present waive notice of the meeting in accordance with Article VI of these Bylaws. No notice of any adjourned meeting need be given.

Section 3 - Quorum and Actions of the Board of Directors

Except as provided in Section 6 of this Article III of these Bylaws, a majority of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors; but if there be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

A member of the Board may participate in any meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 4 - Committees

The Board of Directors may designate from among its members such committees as it may deem appropriate from time to time, and such committees shall exercise the authority delegated to them.

Section 5 - Quorum and Action of a Committee

Except as provided in Section 6 of this Article III of these Bylaws, a majority of any committee of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the committee members present at a meeting at which a quorum is present shall be the acts of the committee; but if there be less than a quorum at any meeting of a committee, a majority of those present may adjourn the meeting from time to time. The members of a committee present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough committee members to leave less than a quorum.

A majority, or the chairperson, of any committee may fix the time and place of its meeting, unless the Board shall otherwise provide. Notice of meetings of a committee shall be given to each member of the committee in the manner provided for in the second paragraph of Section 2 of this Article III of these Bylaws.

 

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In the absence or disqualification of a member of a committee, the remaining members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of such absent or disqualified member.

A member of a committee of the Board of Directors may participate in any meeting of the committee by means of conference telephone or similar communication equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 6 - Action by Unanimous Written Consent

Any action required or permitted to be taken at any meeting of the Board of Directors or a committee thereof may be taken without a meeting if, before the action, all members of the Board or of the committee consent thereto in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent shall have the same effect as a vote of the Board or committee for all purposes.

Section 7 - Compensation of the Board of Directors

Directors, unless employed by and receiving a salary from the Corporation, shall receive such compensation for serving on the Board and for attending meetings of the Board and any committee thereof as may be fixed by the Board. Directors shall be reimbursed their reasonable expenses incurred while engaged in the business of the Corporation.

ARTICLE IV

Officers

Section 1 - Selection and Removal

The officers of the Corporation shall be a President, Secretary and Treasurer, who shall be elected by the Board of Directors after each annual meeting of shareholders. The Board is authorized to elect or appoint from time to time such other officers, including a Chairman, one or more Vice-Chairmen, one or more Vice Presidents, including Senior Vice Presidents or Executive Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. No one of said officers need be a director. All of the officers, except the Secretary, shall be regular full-time employees of the Corporation or an affiliated company. Any two of the above offices except those of (a) President and Vice President, (b) Secretary and Assistant Secretary or (c) Treasurer and Assistant Treasurer may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity.

 

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An officer shall hold office for the term of one year and until his or her successor shall have been elected or appointed and qualified, or until resignation or removal.

Any officer may be removed by the Board of Directors with or without cause.

The Board of Directors may fill any vacancies in any offices occurring for whatever reason. The Board of Directors is authorized from time to time to elect or appoint one of its members as Chairman of the Board or Vice-Chairman of the Board and such person or persons shall perform such duties as shall be prescribed by these Bylaws or by the Board of Directors from time to time.

Section 2 - Powers and Duties of the President

The President shall preside at all meetings of the shareholders and Board of Directors. Subject to the direction of the Board of Directors, the President shall have general and active management of the business of the Corporation and shall have supervisory power and authority over all officers and agents elected or appointed by the Board of Directors and over the appointment of employment, functions, duties, removal or discharge of all other employees and agents of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation and shall have control over the general operations of the Corporation. The President may delegate any of his or her powers or functions to any officer of the Corporation.

The President shall at least once in each year cause a true statement of the operations and properties of the Corporation for the preceding fiscal year to be made and to be communicated or distributed to each shareholder thereof within four months after the end of the preceding fiscal year.

Section 3 - Powers and Duties of Vice Presidents

The Vice Presidents, if any, shall perform such duties as may from time to time be assigned to them by the Board of Directors or the President.

Section 4 - Powers and Duties of Secretary

The Secretary or any Assistant Secretary shall record the proceedings of all meetings of the Board of Directors and of the shareholders in books kept for that purpose. The Secretary shall be the custodian of the corporate seal, and the Secretary or any Assistant Secretary shall affix the same to and countersign papers requiring such acts. The Secretary and any Assistant Secretary shall perform such other duties as may be assigned by the Board of Directors or the President.

 

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Section 5 - Powers and Duties of Treasurer

The Treasurer and any Assistant Treasurer shall have care and custody of all funds of the Corporation and disburse and administer the same under the direction of the Board of Directors, the President, or a designated Vice President, and shall perform such other duties as may be assigned by the Board of Directors, the President, or a designated Vice President.

Section 6 - Voting Shares of Other Corporations

Unless otherwise ordered by the Board of Directors, the President or such proxy as the President may appoint, shall vote all shares which the Corporation may own in another corporation or other entity, and if solicited, shall consent in writing, in the name of the Corporation as such holder, to or against any action by such other corporation or other entity, and if the President himself or herself is not so voting or consenting, the President may instruct such proxy as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as the President may deem necessary or proper in the premises.

Section 7 - Execution of Instruments

The President or any Vice President is authorized to sign and the Secretary or any Assistant Secretary to attest under the corporate seal, on behalf of the Corporation, contracts and other instruments in writing, including bonds and other obligations required in legal proceedings, surety and indemnifying bonds required in the conduct of the business of the Corporation, papers required by the applicable laws of any state with respect to the right to conduct business in such state, and reports required by the applicable laws of the United States or any state, territory, or foreign country.

Section 8 - Officers Appointed by the President

The President may appoint such officers, other than those that shall be elected by the Board of Directors pursuant to Section 1 of this Article IV of these Bylaws, and such agents as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be provided by the Board of Directors or any committee thereof or the President, as the case may be. Any such officer of agent appointed by the President may be removed by the President with or without cause. The President may fill any vacancies in any office appointed by the President occurring for whatever reason.

Section 9 - Delegation

Subject to any restrictions imposed by the Board of Directors, the President or any Vice-President of the Corporation may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

 

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ARTICLE V

Capital Stock

Section 1 - Certificates of Stock

Every shareholder shall be entitled to have a certificate of stock signed by or in the name of the Corporation by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation, and such signatures may be facsimiles, sealed with the Corporation’s seal, certifying the number and class of shares represented by such certificate, and where such certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee, the signatures of the officers may be facsimiles.

In case any officer who shall have signed or whose facsimile signature shall have been placed upon a certificate shall cease to be such officer, whether because of death, resignation or otherwise, before such certificate shall have been issued by the Corporation, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer at the date of issue. If the Corporation is authorized to issue shares of more than one class of stock, the certificate shall state on its face or back that the Corporation will furnish a shareholder upon request and without charge a full statement of the designation, relative rights, preferences and limitations of the shares of each class to be issued, and if the Corporation is authorized to issue any class of shares in a series, the designation, relative rights, preferences and limitations of each series so far as the same have been prescribed and the authority of the Board to designate and prescribe the relative rights, preferences and limitations of other series.

Section 2 - Transfers of Shares

Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate for not more than the same number of shares (appropriately adjusted for any dividends paid in shares of the Corporation, or any subdivision, combination or reclassification of the shares of the Corporation) to the person entitled thereto, cancel the old certificate, and record the transaction upon the books of the Corporation. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

 

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Section 3 - Lost, Stolen, or Destroyed Certificates

The President, Secretary, or any Vice President may approve issuance of replacement stock certificates upon presentation of such documentation and obligation bond(s), if any, as such officer, in his or her discretion, shall deem adequate for the protection of the Corporation.

Section 4 - Transfer Agent and Registrar; Regulations

The Corporation shall, if and whenever the Board of Directors shall so determine, maintain one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors, where the shares of the capital stock of the Corporation shall be directly transferable, or a transfer clerk to act on behalf of the Corporation in connection with such transfers, and also one or more registry offices, each in charge of a registrar designated by the Board of Directors, where such shares of stock shall be registered; and no certificate for shares of the capital stock of the Corporation in respect of which a transfer agent or transfer clerk and registrar shall have been designated shall be valid unless countersigned by such transfer agent or transfer clerk and registered by such registrar, and such signature may be a facsimile. The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Corporation.

Section 5 - Fixing of Record Date

For the purpose of determining (a) shareholders entitled to notice of and to vote at a meeting of shareholders, (b) shareholders entitled to receive payment of any dividend, or (c) shareholders for any other purpose, the Board of Directors may fix, in advance, a date as the record date for any such determination, such date in the case of a meeting to be not more than 60 nor less than 48 hours before the date of the meeting and in any other case to be not more than 60 days before the date of the action to be taken.

If a record date is not fixed, (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given and (b) the record date for determining shareholders for any other purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE VI

Waiver of Notice

Notice of the time, place, and purpose of any meeting of the Board of Directors, a committee thereof, or shareholders may be waived by facsimile transmission or other writing or electronic transmission by those not present, and entitled to vote thereat, either before or after the holding thereof.

 

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ARTICLE VII

Indemnification and Insurance

Section 1 - Right to Indemnification and Advance Payment of Expenses a Contract Right

All rights to indemnification and payment of expenses in advance of the final disposition of any action, suit or proceeding conferred by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws shall be a contract right inuring to the benefit of (i) the person conferred such rights to indemnification and advance payment of expenses by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws, and (ii) such person’s heirs, executors and administrators.

Section 2 - Advance Payment of Expenses

The Corporation shall pay and/or reimburse (as applicable) the reasonable expenses incurred by a director or officer or a former director or officer, or other person designated as entitled to indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws, who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the action, suit or proceeding. Such advance payment of expenses shall be made upon satisfaction of the following (to the extent required by the General Corporation Law of the State of Delaware):

(1) the person seeking advance payment of expenses furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(2) the person seeking advance payment of expenses furnishes the Corporation a written undertaking, executed personally or on his or her own behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(3) a determination is made that the facts then known to those making the determination as to the entitlement to advance payment of expenses would not preclude indemnification under the Corporation’s Restated Articles of Incorporation.

 

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The determinations and evaluations under this Section 2 of this Article VII of these Bylaws shall be made in the applicable manner specified in the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws or, if the person seeking advance payment of expenses is party to an indemnification agreement with the Corporation (or any of its subsidiaries), in the applicable manner (if any) specified in such agreement.

Section 3 - Claim of Indemnification and Advance Payment of Expenses

In the event a claimant shall submit to the Corporation a written request for indemnification and/or advance payment of expenses pursuant to the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws and there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification and/or advance payment of expenses is claimed a Change of Control (as hereinafter defined), determination of entitlement to indemnification and/or advance payment of expenses is to be made by Independent Counsel (as hereinafter defined) selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification and/or advance payment of expenses, payment to the claimant shall be made within 10 days after such determination.

Section 4 - Enforcement of Right to Indemnification and Advance Payment of Expenses

If a claim for indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws is not paid in full by the Corporation within thirty days after a written claim requesting such payment has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or shareholders) to have made a determination prior to the commencement of such action that indemnification and/or advance payment of the expenses of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 5 - Determination of Entitlement to Indemnification and/or Advance Payment of Expenses

If a determination shall have been made pursuant to the Corporation’s Restated Articles of Incorporation or Section 3 of this Article VII of these Bylaws that the claimant is entitled to indemnification and/or advance payment of expenses, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws.

Section 6 - Procedures Not to be Contested

The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws that the procedures and presumptions set forth in the indemnification and other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all such provisions of the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws.

Section 7 - No Retroactive Effect of Amendments

No repeal or modification of the indemnification or other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or of this Article VII of these Bylaws shall in any way diminish or adversely affect the rights of any present, former or future director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

Section 8 - Severability

If any provision or provisions of this Article VII of these Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article VII of these Bylaws (including, without limitation, each portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article VII of these Bylaws (including, without limitation, each such portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

 

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Section 9 - Definitions

For purposes of this Article VII of these Bylaws:

(A) “Change of Control” means:

(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this Section 9(A)(1) of this Article VII of these Bylaws, the following acquisitions shall not constitute a Change of Control (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any other corporation controlled by the Corporation, or (iv) any acquisition by any other corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 9(A)(3) of this Article VII of these Bylaws; or

(2) Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

(3) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Corporation resulting from such Business Combination (including, without limitation, another corporation which as a result of such transaction owns the Corporation or all or substantially all of the

 

- 15 -

Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(4) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(B) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Article VII of these Bylaws.

Section 10 - Notices

Any notice, request or other communication required or permitted to be given to the Corporation under the indemnification provisions of the Corporation’s Restated Articles of Incorporation or under this Article VII of these Bylaws shall be in writing and either delivered in person or sent by telegram or facsimile transmission, or overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

ARTICLE VII

Miscellaneous Provisions

Section 1 - Fiscal Year

The fiscal year of the Corporation shall be the 52 or 53 week period that ends on the Saturday closest to each June 30.

 

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Section 2 - Reliance Upon Records

In discharging his or her duties, a director or an officer, when acting in good faith, may rely upon the opinion of counsel for the Corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or upon financial statements of the Corporation represented to him or her to be correct by the President or the officer of the Corporation having charge of its books of account, or stated in a written report by an independent or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation.

Section 3 - Checks

All checks, drafts or orders for the payment of money and all notes and acceptances shall be signed by such officer(s) or agent(s) or both as the Board of Directors may from time to time designate. No check, draft, or note shall be signed in blank.

ARTICLE IX

Amendments

To the extent not in conflict or inconsistent with the Restated Articles of Incorporation of the Corporation, these Bylaws may be amended or repealed or new Bylaws may be adopted by a majority of the Board of Directors then in office. So long as the shareholders of the Corporation shall be empowered by applicable law to adopt, amend or repeal bylaws for the Corporation or adopt any provision inconsistent herewith, such action may be taken by the shareholders by the favorable vote of the holders of not less than eighty percent (80%) of the issued and outstanding shares of the common stock of the Corporation unless such action has first been recommended by the favorable vote of at least a majority of the whole Board of Directors.

 

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EX-3.38 37 d772859dex338.htm EX-3.38 EX-3.38

Exhibit 3.38

 

    State of Delaware
    Secretary of State
    Division of Corporations
    Delivered 11:53 AM 12/12/2011
    FILED 11:53 AM 12/12/2011
    SRV 111280622 – 5078825 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

OF

PERRIGO DIABETES CARE, LLC

The undersigned, an authorized person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the Limited Liability Act of the State of Delaware, certify that:

1. The name of the limited liability company is Perrigo Diabetes Care, LLC.

2. The address of the limited liability company’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the registered agent at that address is Corporation Service Company.

I have signed this Certificate of Formation as of December 9, 2011.

 

/s/ Todd W. Kingma

Todd W. Kingma, Authorized Person

 EX-3.39 38 d772859dex339.htm EX-3.39 EX-3.39

Exhibit 3.39

LIMITED LIABILITY COMPANY AGREEMENT

OF

PERRIGO DIABETES CARE, LLC

This Limited Liability Company Agreement (this “Agreement”) of PERRIGO DIABETES CARE, LLC is entered into effective as of December 12, 2011 by PERRIGO COMPANY OF TENNESSEE, a Tennessee corporation (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

1. Name. The name of the limited liability company governed hereby is PERRIGO DIABETES CARE, LLC (the “Company”).

2. Certificates. The Company’s Certificate of Formation was filed with the Delaware Secretary of State on December 12, 2011.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

4. Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement.

5. Principal Business Office. The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

8. Members. The name and the mailing address of the initial Member is as follows:

 

Name

   

Address

     
Perrigo Company of Tennessee    515 Eastern Avenue   
   Allegan, Michigan 49010   

9. Term. The term of the Company shall continue until dissolution of the Company in accordance with Section 23 of this Agreement.

10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member, any Officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11. Capital Contributions. The Member is deemed admitted as the sole Member of the Company upon its execution and delivery of this Agreement. The Member is not required to make any initial contribution to the Company.

12. Additional Contributions. The Member is not required to make additional capital contributions to the Company.

13. Capital Accounts. Separate capital accounts shall be maintained for each Member on the books of the Company. Each capital account shall be adjusted to reflect such Member’s shares of allocations and distributions as provided in Section 14 of this Agreement, and any additional capital contributions to the Company or withdrawals of capital from the Company. Such capital accounts shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as interpreted in good faith by the Member.

14. Allocations and Distributions.

a. Allocations of Profit and Loss. All items of income, gain, loss, deduction and credit shall be allocated among the Member(s) in accordance with their Percentage Interests (as indicated on Schedule A attached hereto).

b. Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member shall determine. Distributions shall be shared among the Member(s) in accordance with their Percentage Interests. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Members on account of their interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

15. Management.

a. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all things necessary to carry out the terms and provisions of this Agreement.

b. The Member may delegate to any person any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the Company as the Member may reasonably determine.

16. Officers. The Member may, from time to time as it deems advisable, appoint one or more officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 16 may be revoked at any time by the Member. The Member hereby appoints the following persons to the respective offices set forth below, to serve, in each case, until resignation or removal:

 

Joseph C. Papa    President   
Judy L. Brown    Executive Vice President   
John T. Hendrickson    Executive Vice President   
Scott R. Rush    Vice President   
Todd W. Kingma    Secretary   
Ronald L. Winowiecki    Treasurer   
David W. Mason    Assistant Secretary   

17. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. Neither the Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full

extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

19. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

20. No Certificates for LLC Interests. The membership interests in the Company shall not be represented by certificates.

21. Termination of Membership. Subject to Section 23, the termination, dissolution, death, bankruptcy or adjudicated incompetency of a Member shall not cause a dissolution of the Company, but the rights of such Member to share in the allocations and distributions, to assign its interest in the Company pursuant to Section 22 and to vote on any matter on which the Member have the right to vote shall, on the happening of such an event, devolve on its legal representative for the purpose of settling its estate or administering its property.

22. Assignments. A Member may not transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest without the prior written consent of the other Members, if any.

23. Dissolution and Winding Up.

a. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the death, disability, bankruptcy or withdrawal of the last remaining Member and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. Winding Up. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner).

24. Tax Matters Partner. The Member shall be the tax matters partner within the meaning of Section 6231(a)(7) of the Code. All expenses incurred by the tax matters partner in connection with his duties as tax matters partner shall be expenses of the Company.

25. Elections. The Member shall determine the accounting methods and conventions under the tax laws of any and all applicable jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns.

26. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

27. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

28. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

29. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

 

MEMBER:
PERRIGO COMPANY OF TENNESSEE
By:  

/s/ Judy L. Brown

Name:   Judy L. Brown
Its:   Executive Vice President

SCHEDULE A

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

PERRIGO DIABETES CARE, LLC

 

Name

    Percentage Interest  

PERRIGO COMPANY OF TENNESSEE

      100 % 
 EX-3.40 39 d772859dex340.htm EX-3.40 EX-3.40

Exhibit 3.40

 

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MICHIGAN DEPARTMENT OF LABOR & ECONOMIC GROWTH BUREAU OF COMMERCIAL SERVICES
Date Received(F0R BUREAU USE ONLY)
This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.
Name
Kurt G. Yost
Address
333 Bridge Street NW, Suite 800
City State 2IP Code
Grand Rapids Michigan 49509
            11 EFFECTIVE DATE:
<V Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office.
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Profit and Nonprofit Corporations
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:
1. The present name of the corporation is: Perrigo Generics company
2. The identification number assigned by the Bureau is: 47327A
3. Article \ of the Articles of Incorporation is hereby amended to read as follows:
The name of the corporation is Perrigo Pharmaceuticals Company.

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COMPLETE ONLY ONE OF THE FOLLOWING:
4. (For amendments adopted by unanimous consent of incorporators before the first meeting of the board of directors or trustees.)
The foregoing amendment to the Articles of Incorporation was duly adopted on the . day of , , in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees.
Signed this day of ,
(Signature) (Signature)
(Type or Print Name)(Type or Print Name)
(Signature) (Signature)
(Type or Print Name)(Type or Print Name)
5. (For profit and nonprofit corporations whose Articles state the corporation is organized on a stock or on a membership basis.)
The foregoing amendment to the Articles of Incorporation was duly adopted on the day of January ^0^4 , by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation (check one of the following) | | at a meeting the necessary votes were cast in favor of the amendment.
[ by written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of the Act if a profit corporation. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.)
[?] by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation.
[ by consents given by electronic transmission in accordance with Section 407(3) if a profit corporation.
I I by the board of a profit corporation pursuant to section 611 (2).
Profit Corporations and Professional Service Corporations Nonprofit Corporations
Signed this (> ik day of February , 2004 Signed this day of ,
By By .
(Signature of an atShorfid! officer or agent)(Signature President, Vice-President, Chariperson or Vice-Chairperson)
Todd W. Kingma
(Type or Print Name)(Type or Print Name)

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6. (For a nonprofit corporation whose Articles state the corporation is organized on a directorship basis.)
The foregoing amendment to the Articles of Incorporation was duly adopted on the day of , by the directors of a nonprofit corporation whose articles of incorporation state it is organized on a directorship basis (check one of the following) ] at a meeting the necessary votes were cast in favor of the amendment by written consent of all directors pursuant to Section 525 of the Act.
Signed this day of ,
By
(Signature of President, Vice-President, Chairperson or Vice-Chairperson) (Type or Print Name)(Type or Print Title)

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Name of person or organization remitting fees: Preparer’s name and business telephone number:
Law, Weathers & Richardson PC Lori A. Kosters
Filer Number 025254(616) 732-1793
INFORMATION AND INSTRUCTIONS
| 1. This form may be used to draft your Certificate of Amendement to the Articles of Incorporation. A document required or permitted to be filed under the act cannot be filed unless it contains the minimum information required by the act. The format provided contains only the minimal information required to make the document fileable and may not meet your needs. This is a legal document and agency staff cannot provide legal advice.
2
Submit one original of this document. Upon filing, the document will be added to the records of the Bureau of Commercial Services. The original will be returned to your registered office address, unless you enter a different address in the box on the front of this document.
Since the document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.
3. This Certificate is to be used pursuant to the provisions of section 631 of Act 284, P.A. of 1972, or Act 162, P,A. of 1982, for the purpose of amending the Articles of Incorporation of a domesitc profit corporation or nonprofit corporation. Do not use this form for restated articles.
4. Item 2—Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank.
5. Item 3—The article(s) being amended must be set forth in its entirety. However, if the article being amended is divided into separately identifiable sections, only the sections being amended need be included.
6. For nonprofit charitable corporations, if an amendment changes the term of existence to other than perpetual, Attorney General Consent should be obtained at the time of dissolution. Contact Michigan Attorney General, Consumer Protection and Charitable Trust Division at (517) 373-1152.
7. This document is effective on the date endorsed “filed” by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated as an additional article.
8. Signatures:
Profit Corporations: (Complete either Item 4 or Item 5)
1) Item 4 must be signed by at least a majority of the Incorporators listed in the Articles of Incorporation.
2) Item 5 must be signed by an authorized officer or agent of the corporation.
Nonprofit Corporations: (Complete either Item 4, Item 5 or Item 6)
1) Item 4 must be signed by all of the incorporators listed in the Article of Incorporation.
2) Item 5 or 6 must be signed by either the president, vice-president, chairperson or vice-chairperson,
9. NONREFUNDABLE FEES: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order $10.00
ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT CORPORATIONS ARE:
each additional 20,000 authorized shares or portion thereon $ 30.00
maximum fee per filing for first 10,000,000 authorized shares $ 5,000.00
each additional 20,000 authorized shares or portion thereof in excess of 10,000,000 shares $ 30.00
maximum fee per filing for authorized shares in excess of 10,000,000 shares $ 200,000.00
To submit by mail: To submit in person:
Michigan Department of Labor & Economic Growth 2501 Woodlake Circle
Bureau of Commercial Services—Corporation Division Okemos, Ml
7150 Harris Drive Telephone: (517)241-6470
P.O. Box 30054
Lansing, Ml 48909 Fees may be paid by VISA or Mastercard when delivered in
person to our office.
MICH-ELF (Michigan Electronic Filing System):
First Time Users: Call (517) 241-6420, or visit our website at http://www.michigan.gov/corporations Customer with MICH-ELF Filer Account: Send document to (517) 241-9845
The Department of Labor & Economic Growth will not discriminate against any individual or group because of race, sex, religion, age, national origin, color, marital status, disability or political beliefs. If you need help with reading, writing, hearing, etc., under the Americans with Disabilities Act, you may make your needs known to this agency.

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MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES BUREAU OF COMMERCIAL SERVICES
Date Received I(FOR BUREAU USE ONLY) ‘
This document is effective on the date filed, unles$ a subsequent effective date within GO days after received date is stated In the document.
Name
Kurt G. Yost
Address
333 Bridge Street N.W., Suite 800
City State Zip Coda
Grand Rapids Michigan 49504 | | effective date:
Document will be returned (o the name and address you enter above. If left blank document will be mailed to the registered office.
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Profit and Nonprofit Corporations
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate:
1. The present name of the corporation is: Perrigo Company of Pennsylvania, inc.
2. The identification number assigned by the Bureau is: 47327A
3. Article J_ of the Articles of Incorporation is hereby amended to read as follows: The name of the corporation is Perrigo Generics Company.

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| 4. (For amendments adopted by unanimous consent of incorporators before the first meeting Of the board of directors or trustees.)
The foregoing amendment to the Articles of Incorporation were duly adopted on the day of ., , in
accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors or Trustees.
Signed this day of ,
~~(Signature) (Signature)
(Type or Prim Name)(Type or Print Name)
(Signature) (Signature)
(Type or Print Name)(Type or Print Name)
5, (For profit and nonprofit corporations whose Articles state the corporation is organized on a stock or on a membership basis.)
The foregoing amendment to the Articles of Incorporation was duly adopted on the day of July, 2003, by the shareholders if a profit corporation, or by the shareholders or members if a nonprofit corporation (check one of the following)
at a meeting the necessary votes were cast in favor of the amendment.
by written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act if a nonprofit corporation, or Section 407(1) of the Act if a profit corporation. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of incorporation.)
by written consent of all the shareholders or members entitled to vote in accordance with section 407(3) of the Act if a nonprofit corporation, or Section 407(2) of the Act if a profit corporation,
by the board of a profit corporation pursuant to section 611 (2).
Profit Corporations Nonprofit Corporations
Signed Msjs/lt, day of July, 2003 Signed this day of , 200__
‘ {Signaturs of President, Vice-President, Chairperson or Vice-Chairperison)
John P, Nichols, Secretary _
“(Type ar print Name) ‘(Type or Print Name)(Type or Print Title)

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Name of person or organization Preparer’s name and business remitting fees: telephone number:
Law Weathers & Richardson, P.C. Angela M. Secor (616) 732-1736
INFORMATION AND INSTRUCTIONS
1. The amendment cannot be filed until this form, or a comparable document, is submitted.
2. Submit one original of this document. Upon filing, the document will be added to the records of the Bureau of Commercial Services. The original will be returned to your registered office address, unless you enter a different address in the box on the front of this document.
Since this document will be maintained on optical disk media, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.
3. This Certificate is to be used pursuant to the provisions of section 631 of Act 284, P.A. of 1972 or Act 162, P.A. of 1982, for the purpose of amending the Articles of Incorporation of a domestic profit corporation or nonprofit corporation. Do not use this form for restated articles.
4 Item 2—Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank.
5. Item 3—The article(s) being amended must be set forth in its entirety. However, if the article being amended is divided into separately identifiable sections, only the sections being amended need be included.
6. For nonprofit charitable corporations, if an amendment changes the term of existence to other than perpetual, Attorney General Consent should be obtained at the time of dissolution.
7. This document is effective on the date endorsed “filed” by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated as an additional article.
8. Signatures:
Profit Corporations:
1) Item 4 must be completed and signed by at least a majority of the Incorporators listed in the Articles of Incorporation.
2) Item 5 must be completed and signed by an authorized officer or agent of the corporation. Nonprofit Corporations:
1) Item 4 must be completed and signed by all of the incorporators listed in the Articles of Incorporation.
2) Item 5 or 6 must be completed and signed by either the president, vice-president, chairperson or vice-chairperson.
9. NONREFUNDABLE FEE: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order $10.00
ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT CORPORATIONS ARE:
each additional 20,000 authorized shares or portion thereof $30.00
maximum fee per filing for first 10,000,000 authorized shares $5,000.00
each additional 20,000 authorized shares or portion thereof in excess of 10,000,000 shares $30.00
maximum fee per filing for authorized shares in excess of 10,000,000 shares $200,000.00
To submit by mail: To submit in person:
Michigan Department of Consumer & Industry Services 6546 Mercantile Way
Bureau of Commercial Services Lansing, Ml
Corporation Division Telephone: (517) 241-6400
7150 Harris Drive
PO Box 30054 Fees may be paid by VISA or Mastercard when delivered in
i . i . .„.„ person to our office.
Lansing, Michigan 48909
To submit electronically: (517) 334-8048
‘To use this service complete a MICH-ELF application to provide your VISA or Mastercard number. Include your assigned Filer number on your transmission. To obtain an application for a filer number, contact (517) 241-6420 or visit our WEB site at http://www.cis.state.mi.us/corp/.

ARTICLES OF INCORPORATION

OF

PERRIGO COMPANY OF PENNSYLVANIA, INC.

These Articles of Incorporation are signed by the incorporator for the purpose of forming a

domestic profit corporation pursuant to the provisions of Act 284, Public Acts of 1972, as

amended, as follows:

ARTICLE I

The name of the corporation is:

PERRIGO COMPANY OF PENNSYLVANIA, INC.

ARTICLE II

The corporation may engage in any activity within the purposes for which corporations may be organized under the Michigan Business Corporation Act.

ARTICLE III

The total authorized capital stock is sixty thousand (60,000) shares of common stock with no par value. The authorized shares of stock are all of one class with equal voting rights, and each share shall be equal with every other share.

ARTICLE IV

The street address and mailing address of the initial registered office is 515 Eastern Avenue, Allegan, Michigan 49010. The name of the Resident Agent at the registered office is John R. Nichols.

ARTICLE V

The name and address of the incorporator are:

Perrigo Company

515 Eastern Avenue

Allegan, Michigan 49010

ARTICLE VI

The term of corporate existence is perpetual.

ARTICLE VII

Any action required or permitted by the Michigan Business Corporation Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who have not consented in writing.

ARTICLE VIII

So long as the shareholders of the corporation shall be empowered by law to adopt, amend or repeal by-laws for the corporation, such action may be taken by the shareholders only by the favorable vote of the holders of not less than eighty percent (80%) of the issued and outstanding shares of the Common Stock of the corporation unless such action has first been recommended by the favorable vote of at least a majority of the whole Board of Directors of the corporation. To the extent not in conflict or inconsistent with the other provisions of these Articles of Incorporation, the by-laws for the corporation may be amended in whole or in part by a majority of the Board of Directors then in office.

ARTICLE IX

1. No Director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director, except liability for (a) the amount of a financial benefit received by a director to which he is not entitled, (b) intentional infliction of harm on the corporation or its shareholders, (c) a violation of Section 551 of the Michigan Business Corporation Act, or (d) an intentional criminal act. If, after this Article IX has been adopted, the Michigan Business Corporation Act is amended to authorize corporate action to eliminate or limit further the personal liability of directors, then the liability of each director of this Corporation shall be eliminated or limited to the fullest extent permitted by the Michigan Business Corporation Act, as amended.

 

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2. The corporation shall indemnify any person who is or was a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation or its shareholders, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation or its shareholders, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

3. The corporation shall indemnify any person who is or was a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

4. To the extent that a director or officer or a former director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3 of this Article IX, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

5. Except as provided in Section 7 of this Article IX, any indemnification under Sections 2 or 3 of this Article IX (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer or former director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article IX. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (b) if such quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.

 

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6. Expenses incurred in defending a civil or criminal action, suit or proceeding described in Sections 2 or 3 of this Article IX shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding provided that such advance payments are authorized in the same manner as provided in Section 5 of this Article IX, and the corporation receives an undertaking by or on behalf of the director or officer or former director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.

7. Nothing contained in this Article IX shall affect or limit the rights to indemnification to which a director or officer or former director or officer of the corporation or of another corporation, partnership, joint venture, trust or other enterprise which he is or was serving at the request of the corporation may be entitled by contract, under the corporation’s bylaws, or otherwise by law. The indemnification provided in this Article IX shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, personal representatives, and administrators of such person.

8. The corporation may indemnify any person for liability incurred by reason of the fact he is or was an employee or agent (but not a director or officer) of the corporation or is or was serving at the request of the corporation as an employee or agent (but not a director or officer) of another corporation, partnership, joint venture, trust or other enterprise whenever the Board of Directors deems it equitable or desirable that such indemnification be made.

9. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have power to indemnify him against such liability under the foregoing provisions of this Article IX.

10. For the purpose of this Article IX, references to “the corporation” include all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation, so that a person who is or was a director, officer, employee or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

 

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ARTICLE X

This corporation reserves the right to amend, alter, change, add to or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights and powers conferred by these Articles of Incorporation on shareholders, directors and officers are granted subject to this reservation.

The Incorporator, by its authorized officer, has signed these Articles of Incorporation this 30th day of October, 2000.

 

PERRIGO COMPANY
By  

/s/ John R. Nichols

  John R. Nichols
  Its Vice President and General Counsel
  INCORPORATOR

00035 (087) 115821.02

 

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EX-3.41 40 d772859dex341.htm EX-3.41 EX-3.41

Exhibit 3.41

 

AMENDED AND RESTATED BYLAWS

of

PERRIGO PHARMACEUTICALS COMPANY

as amended through October 1, 2006

 

Bylaws MI 200611

PERRIGO PHARMACEUTICALS COMPANY

AMENDED AND RESTATED BYLAWS

ARTICLE I

Offices

The Corporation may have offices at such places as the Board of Directors may from time to time determine.

ARTICLE II

Shareholders

Section 1 - Place of Meeting

Except as otherwise provided by applicable law, the Board of Directors may designate any place as the place of meeting for any annual meeting of shareholders or for any special meeting of shareholders.

Section 2 - Annual Meeting

The annual meeting of shareholders shall be held on such date and at such time and place as shall be selected by the Board of Directors, for the purpose of electing directors, setting the number of directors and for the transaction of such other business as may properly be brought before the meeting.

Section 3 - Special Meeting

A special meeting of shareholders may be called at any time by the Chairman, the President or a majority of the directors then in office.

Section 4 - Notice of Meeting

Written notice of the place, date, hour and purposes of each meeting of shareholders shall be given to the holders of record of the shares of capital stock of the Corporation entitled to vote at the meeting by (a) mail, postage prepaid, (b) facsimile, (c) email (d) overnight mail (e) courier service or (f) personal delivery not later than 48 hours prior to such meeting nor more than 60 days before the date of such meeting to each such holder at the postal address, facsimile number or email address, as applicable, designated by him or her for that purpose or, if none is designated, at his or her last known postal address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation. If transmitted via facsimile, such

 

Bylaws MI 200611

notice shall be deemed to be delivered when a confirmation of the transmission of the facsimile to the shareholder at his or her facsimile number as it appears on the stock transfer books of the Corporation has been received. If transmitted via email, such notice shall be deemed to be delivered when a confirmation of the transmission of the email to the shareholder at his or her email address as it appears on the stock transfer books of the Corporation has been received. If delivered by other means, such notice shall be deemed to be delivered upon confirmed personal deliver to the shareholder or upon delivery to the address of the shareholder at his or her address as it appears on the stock transfer books of the Corporation. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all shareholders entitled to vote are present, or if notice is waived by those not present in accordance with Article VI of these Bylaws.

If a meeting of shareholders is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and only such business is transacted at the adjourned meeting as might have been transacted at the original meeting; provided that, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record on the new record date

Section 5 - Quorum: Adjournment

At all meetings of shareholders there shall be present in person or by proxy holders of a majority of the shares entitled to vote at the meeting in order to constitute a quorum. From time to time and whether or not there is such a quorum, the chairman of the meeting or the holders of a majority of the shares entitled to vote at the meeting present in person or by proxy, without notice other than announcement at the meeting of the time and place to which the meeting is adjourned, may adjourn the meeting to such time and place, subject, however, to the provisions of the proviso last set forth in Section 4 of this Article II of these Bylaws. The shareholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

The chairman of any meeting of shareholders shall be the President, unless the Board of Directors shall by resolution prior to such meeting designate another person as chairman of such meeting.

Section 6 - Voting

At each meeting of shareholders, each shareholder present in person or represented by a valid proxy that satisfies the requirements of Section 9 of this Article II of these Bylaws shall be entitled to one vote for each share of common stock registered in the shareholder’s name on the books of the Corporation at the record date determined in accordance with Section 5 of Article V of these Bylaws.

 

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Election of directors at all meetings of the shareholders at which directors are to be elected shall be by ballot, and, a plurality of the votes cast thereat shall elect directors. In all matters other than the election of directors, when an action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by applicable law.

Section 7 - Action Without Meetings of Shareholders

Unless otherwise provided in the Articles of Incorporation, any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by all of the holders of outstanding shares who would be entitled to vote at a meeting.

Section 8 - Inspection of Shareholders List

The Corporation shall keep at its office or at the office of its transfer agent records containing the names and addresses of all shareholders, the number of shares held by each, and the dates when they respectively became holders of record thereof. A person who is a shareholder of record of the Corporation, upon at least 10 days written demand, may examine for any proper purpose, in person or by agent or attorney, during usual business hours, the record of shareholders and make extracts therefrom, at such place as such records are kept.

The officer or agent of the Corporation having charge of the stock transfer books for shares of the Corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. Such list shall be produced at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

Section 9 - Proxies

Any shareholder entitled to vote upon any matter at any meeting of shareholders may so vote by proxy; but no proxy shall be exercised after eleven months from its date unless said proxy provides for a longer period for which it shall remain in force. Every proxy shall be in writing and signed by the shareholder or his or her duly authorized agent or representative. Proxies shall be delivered to the Secretary of the Corporation before such meeting.

 

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ARTICLE III

Board of Directors

Section 1 - Number: Method of Election; Terms of Office; Qualification and Removal

The business and affairs of the Corporation shall be managed by the Board of Directors. The number of directors comprising the Board of Directors shall be fixed by the shareholders at the annual meeting or special meeting. The Board of Directors may consist of one director. Until otherwise resolved in a meeting of the shareholders, the Board of Directors shall be three (3) in number. Directors shall be elected by the shareholders at the annual meeting of the shareholders or at any adjournment of such meeting. Directors so elected shall hold office for the term of one (1) year or until others are chosen and qualified in their stead.

During the intervals between annual meetings of shareholders, any vacancy in the Board of Directors caused by resignation, removal, death, or other incapacity may be filled by majority vote of the directors then in office, though less than quorum of the Board. A directorship to be filled because of a vacancy may be filled by the Board for a term of office continuing only until the next election of the directors.

Any director may be removed from office as a director at any time, but only for cause, by the affirmative vote of shareholders holding a majority of the outstanding shares of Common Stock of the Corporation entitled to vote for the election of directors at a meeting of the shareholders called for that purpose.

If for any reason the annual meeting of shareholders shall not be held at the time appointed by these Bylaws, the directors shall cause a meeting to be held for the election of the directors as soon thereafter as conveniently may be, and the directors then in office who are nominees for reelection or for whom successors are to be elected shall continue in office until such election shall have been held and until their reelection or their successors have been duly elected and qualified.

Section 2 - Meetings

The Board of Directors may hold its meetings and have an office and keep the books of the Corporation, except as otherwise provided by applicable law or these Bylaws, in such place or places as the Board may from time to time determine.

The Board of Directors may in its discretion provide for regular meetings of the Board. Notice of regular meetings need not be given. Special meetings of the Board shall be held whenever called by direction of the President or any two of the directors for the time being in office. The Secretary shall give notice of a special meeting by mailing same at least three days, or by delivering personally or by overnight mail or courier service, or by

 

Bylaws MI 200611

 

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telegraphing the same at least one day, or by telephoning or delivering by facsimile transmission at least 12 hours, before the meeting to each director, but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

A meeting may be held without notice, and any business may be transacted thereat, if every director shall be present, or if those not present waive notice of the meeting in accordance with Article VI of these Bylaws. No notice of any adjourned meeting need be given.

Section 3 - Quorum and Actions of the Board of Directors

Except as provided in Section 6 of this Article III of these Bylaws, a majority of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors; but if there be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

A member of the Board may participate in any meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 4 - Committees

The Board of Directors may designate from among its members such committees as it may deem appropriate from time to time, and such committees shall exercise the authority delegated to them.

Section 5 - Quorum and Action of a Committee

Except as provided in Section 6 of this Article III of these Bylaws, a majority of any committee of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the committee members present at a meeting at which a quorum is present shall be the acts of the committee; but if there be less than a quorum at any meeting of a committee, a majority of those present may adjourn the meeting from time to time. The members of a committee present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough committee members to leave less than a quorum.

A majority, or the chairperson, of any committee may fix the time and place of its meeting, unless the Board shall otherwise provide. Notice of meetings of a committee shall be given to each member of the committee in the manner provided for in the second paragraph of Section 2 of this Article III of these Bylaws.

 

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In the absence or disqualification of a member of a committee, the remaining members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of such absent or disqualified member.

A member of a committee of the Board of Directors may participate in any meeting of the committee by means of conference telephone or similar communication equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 6 - Action by Unanimous Written Consent

Any action required or permitted to be taken at any meeting of the Board of Directors or a committee thereof may be taken without a meeting if, before the action, all members of the Board or of the committee consent thereto in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent shall have the same effect as a vote of the Board or committee for all purposes.

Section 7 - Compensation of the Board of Directors

Directors, unless employed by and receiving a salary from the Corporation, shall receive such compensation for serving on the Board and for attending meetings of the Board and any committee thereof as may be fixed by the Board. Directors shall be reimbursed their reasonable expenses incurred while engaged in the business of the Corporation.

ARTICLE IV

Officers

Section 1 - Selection and Removal

The officers of the Corporation shall be a President, Secretary and Treasurer, who shall be elected by the Board of Directors after each annual meeting of shareholders. The Board is authorized to elect or appoint from time to time such other officers, including a Chairman, one or more Vice-Chairmen, one or more Vice Presidents, including Senior Vice Presidents or Executive Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. No one of said officers need be a director. All of the officers, except the Secretary, shall be regular full-time employees of the Corporation or an affiliated company. Any two of the above offices except those of (a) President and Vice President, (b) Secretary and Assistant Secretary or (c) Treasurer and Assistant Treasurer may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity.

 

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An officer shall hold office for the term of one year and until his or her successor shall have been elected or appointed and qualified, or until resignation or removal.

Any officer may be removed by the Board of Directors with or without cause.

The Board of Directors may fill any vacancies in any offices occurring for whatever reason. The Board of Directors is authorized from time to time to elect or appoint one of its members as Chairman of the Board or Vice-Chairman of the Board and such person or persons shall perform such duties as shall be prescribed by these Bylaws or by the Board of Directors from time to time.

Section 2 - Powers and Duties of the President

The President shall preside at all meetings of the shareholders and Board of Directors. Subject to the direction of the Board of Directors, the President shall have general and active management of the business of the Corporation and shall have supervisory power and authority over all officers and agents elected or appointed by the Board of Directors and over the appointment of employment, functions, duties, removal or discharge of all other employees and agents of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation and shall have control over the general operations of the Corporation. The President may delegate any of his or her powers or functions to any officer of the Corporation.

The President shall at least once in each year cause a true statement of the operations and properties of the Corporation for the preceding fiscal year to be made and to be communicated or distributed to each shareholder thereof within four months after the end of the preceding fiscal year.

Section 3 - Powers and Duties of Vice Presidents

The Vice Presidents, if any, shall perform such duties as may from time to time be assigned to them by the Board of Directors or the President.

Section 4 - Powers and Duties of Secretary

The Secretary or any Assistant Secretary shall record the proceedings of all meetings of the Board of Directors and of the shareholders in books kept for that purpose. The Secretary shall be the custodian of the corporate seal, and the Secretary or any Assistant Secretary shall affix the same to and countersign papers requiring such acts. The Secretary and any Assistant Secretary shall perform such other duties as may be assigned by the Board of Directors or the President.

 

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Section 5 - Powers and Duties of Treasurer

The Treasurer and any Assistant Treasurer shall have care and custody of all funds of the Corporation and disburse and administer the same under the direction of the Board of Directors, the President, or a designated Vice President, and shall perform such other duties as may be assigned by the Board of Directors, the President, or a designated Vice President.

Section 6 - Voting Shares of Other Corporations

Unless otherwise ordered by the Board of Directors, the President or such proxy as the President may appoint, shall vote all shares which the Corporation may own in another corporation or other entity, and if solicited, shall consent in writing, in the name of the Corporation as such holder, to or against any action by such other corporation or other entity, and if the President himself or herself is not so voting or consenting, the President may instruct such proxy as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as the President may deem necessary or proper in the premises.

Section 7 - Execution of Instruments

The President or any Vice President is authorized to sign and the Secretary or any Assistant Secretary to attest under the corporate seal, on behalf of the Corporation, contracts and other instruments in writing, including bonds and other obligations required in legal proceedings, surety and indemnifying bonds required in the conduct of the business of the Corporation, papers required by the applicable laws of any state with respect to the right to conduct business in such state, and reports required by the applicable laws of the United States or any state, territory, or foreign country.

Section 8 - Officers Appointed by the President

The President may appoint such officers, other than those that shall be elected by the Board of Directors pursuant to Section 1 of this Article IV of these Bylaws, and such agents as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be provided by the Board of Directors or any committee thereof or the President, as the case may be. Any such officer of agent appointed by the President may be removed by the President with or without cause. The President may fill any vacancies in any office appointed by the President occurring for whatever reason.

Section 9 - Delegation

Subject to any restrictions imposed by the Board of Directors, the President or any Vice-President of the Corporation may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

 

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ARTICLE V

Capital Stock

Section 1 - Certificates of Stock

Every shareholder shall be entitled to have a certificate of stock signed by or in the name of the Corporation by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation, and such signatures may be facsimiles, sealed with the Corporation’s seal, certifying the number and class of shares represented by such certificate, and where such certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee, the signatures of the officers may be facsimiles.

In case any officer who shall have signed or whose facsimile signature shall have been placed upon a certificate shall cease to be such officer, whether because of death, resignation or otherwise, before such certificate shall have been issued by the Corporation, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer at the date of issue. If the Corporation is authorized to issue shares of more than one class of stock, the certificate shall state on its face or back that the Corporation will furnish a shareholder upon request and without charge a full statement of the designation, relative rights, preferences and limitations of the shares of each class to be issued, and if the Corporation is authorized to issue any class of shares in a series, the designation, relative rights, preferences and limitations of each series so far as the same have been prescribed and the authority of the Board to designate and prescribe the relative rights, preferences and limitations of other series.

Section 2 - Transfers of Shares

Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate for not more than the same number of shares (appropriately adjusted for any dividends paid in shares of the Corporation, or any subdivision, combination or reclassification of the shares of the Corporation) to the person entitled thereto, cancel the old certificate, and record the transaction upon the books of the Corporation. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

Section 3 - Lost. Stolen, or Destroyed Certificates

 

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The President, Secretary, or any Vice President may approve issuance of replacement stock certificates upon presentation of such documentation and obligation bond(s), if any, as such officer, in his or her discretion, shall deem adequate for the protection of the Corporation.

Section 4 - Transfer Agent and Registrar; Regulations

The Corporation shall, if and whenever the Board of Directors shall so determine, maintain one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors, where the shares of the capital stock of the Corporation shall be directly transferable, or a transfer clerk to act on behalf of the Corporation in connection with such transfers, and also one or more registry offices, each in charge of a registrar designated by the Board of Directors, where such shares of stock shall be registered; and no certificate for shares of the capital stock of the Corporation in respect of which a transfer agent or transfer clerk and registrar shall have been designated shall be valid unless countersigned by such transfer agent or transfer clerk and registered by such registrar, and such signature may be a facsimile. The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Corporation.

Section 5 - Fixing of Record Date

For the purpose of determining (a) shareholders entitled to notice of and to vote at a meeting of shareholders, (b) shareholders entitled to receive payment of any dividend, or (c) shareholders for any other purpose, the Board of Directors may fix, in advance, a date as the record date for any such determination, such date in the case of a meeting to be not more than 60 nor less than 48 hours before the date of the meeting and in any other case to be not more than 60 days before the date of the action to be taken.

If a record date is not fixed, (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given and (b) the record date for determining shareholders for any other purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE VI

Waiver of Notice

Notice of the time, place, and purpose of any meeting of the Board of Directors, a committee thereof, or shareholders may be waived by facsimile transmission or other writing or electronic transmission by those not present, and entitled to vote thereat, either before or after the holding thereof.

 

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ARTICLE VII

Indemnification and Insurance

Section 1 - Right to Indemnification and Advance Payment of Expenses a Contract Right

All rights to indemnification and payment of expenses in advance of the final disposition of any action, suit or proceeding conferred by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws shall be a contract right inuring to the benefit of (i) the person conferred such rights to indemnification and advance payment of expenses by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws, and (ii) such person’s heirs, executors and administrators.

Section 2 - Advance Payment of Expenses

The Corporation shall pay and/or reimburse (as applicable) the reasonable expenses incurred by a director or officer or a former director or officer, or other person designated as entitled to indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws, who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the action, suit or proceeding. Such advance payment of expenses shall be made upon satisfaction of the following (to the extent required by the statutes of the state of incorporation of the CorporationBusiness Corporation Act of the State of Michigan):

(1)     the person seeking advance payment of expenses furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(2)     the person seeking advance payment of expenses furnishes the Corporation a written undertaking, executed personally or on his or her own behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(3)     a determination is made that the facts then known to those making the determination as to the entitlement to advance payment of expenses would not preclude indemnification under the Corporation’s Restated Articles of Incorporation.

 

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The determinations and evaluations under this Section 2 of this Article VII of these Bylaws shall be made in the applicable manner specified in the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws or, if the person seeking advance payment of expenses is party to an indemnification agreement with the Corporation (or any of its subsidiaries), in the applicable manner (if any) specified in such agreement.

Section 3 - Claim of Indemnification and Advance Payment of Expenses

In the event a claimant shall submit to the Corporation a written request for indemnification and/or advance payment of expenses pursuant to the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws and there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification and/or advance payment of expenses is claimed a Change of Control (as hereinafter defined), determination of entitlement to indemnification and/or advance payment of expenses is to be made by Independent Counsel (as hereinafter defined) selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification and/or advance payment of expenses, payment to the claimant shall be made within 10 days after such determination.

Section 4 - Enforcement of Right to Indemnification and Advance Payment of Expenses

If a claim for indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws is not paid in full by the Corporation within thirty days after a written claim requesting such payment has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the Business Corporation Act of the State of Michigan for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or shareholders) to have made a determination prior to the commencement of such action that indemnification and/or advance payment of the expenses of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Business Corporation Act of the State of Michigan, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 5 - Determination of Entitlement to Indemnification and/or Advance Payment of Expenses

If a determination shall have been made pursuant to the Corporation’s Restated Articles of Incorporation or Section 3 of this Article VII of these Bylaws that the claimant is entitled to indemnification and/or advance payment of expenses, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws.

Section 6 - Procedures Not to be Contested

The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws that the procedures and presumptions set forth in the indemnification and other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all such provisions of the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws.

Section 7 - No Retroactive Effect of Amendments

No repeal or modification of the indemnification or other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or of this Article VII of these Bylaws shall in any way diminish or adversely affect the rights of any present, former or future director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

Section 8 - Severability

If any provision or provisions of this Article VII of these Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article VII of these Bylaws (including, without limitation, each portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article VII of these Bylaws (including, without limitation, each such portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 9 - Definitions

 

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For purposes of this Article VII of these Bylaws:

(A) “Change of Control” means:

(1)     The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this Section 9(A)(1) of this Article VII of these Bylaws, the following acquisitions shall not constitute a Change of Control (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any other corporation controlled by the Corporation, or (iv) any acquisition by any other corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 9(A)(3) of this Article VII of these Bylaws; or

(2)     Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

(3)     Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Corporation resulting from such Business Combination (including, without limitation, another corporation which as a result of such transaction owns the Corporation or all or substantially all of the

 

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Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(4)     Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(B) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Article VII of these Bylaws.

Section 10 - Notices

Any notice, request or other communication required or permitted to be given to the Corporation under the indemnification provisions of the Corporation’s Restated Articles of Incorporation or under this Article VII of these Bylaws shall be in writing and either delivered in person or sent by telegram or facsimile transmission, or overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

ARTICLE VIII

Miscellaneous Provisions

Section 1 - Fiscal Year

The fiscal year of the Corporation shall be the 52 or 53 week period that ends on the Saturday closest to each June 30.

Section 2 - Reliance Upon Records

 

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In discharging his or her duties, a director or an officer, when acting in good faith, may rely upon the opinion of counsel for the Corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or upon financial statements of the Corporation represented to him or her to be correct by the President or the officer of the Corporation having charge of its books of account, or stated in a written report by an independent or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation.

Section 3 - Checks

All checks, drafts or orders for the payment of money and all notes and acceptances shall be signed by such officer(s) or agent(s) or both as the Board of Directors may from time to time designate. No check, draft, or note shall be signed in blank.

ARTICLE IX

Amendments

To the extent not in conflict or inconsistent with the Restated Articles of Incorporation of the Corporation, these Bylaws may be amended or repealed or new Bylaws may be adopted by a majority of the Board of Directors then in office. So long as the shareholders of the Corporation shall be empowered by applicable law to adopt, amend or repeal bylaws for the Corporation or adopt any provision inconsistent herewith, such action may be taken by the shareholders by the favorable vote of the holders of not less than eighty percent (80%) of the issued and outstanding shares of the common stock of the Corporation unless such action has first been recommended by the favorable vote of at least a majority of the whole Board of Directors.

 

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EX-3.42 41 d772859dex342.htm EX-3.42 EX-3.42

Exhibit 3.42

 

LOGO

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

UNICO HOLDINGS, INC.

ARTICLE I - NAME

The name of Unico Holdings, Inc. shall be Perrigo Florida, Inc.

ARTICLE II - PRINCIPAL OFFICE

The principal office and mailing address of this corporation shall be 2201 - 4th Avenue North, Lake Worth, Florida 33461.

ARTICLE III - PURPOSE

The corporation is organized for the purpose of transacting any or all lawful business.

ARTICLE IV - CAPITAL STOCK

The total authorized capital stock of the corporation is 30,000,000 shares of no par value common stock all of one class which shall be designated as “Common Shares.”

ARTICLE V - REGISTERED OFFICE AND AGENT

The street address of the registered office of the corporation is 1201 Hays Street, Tallahassee, Florida 32301. The name of the registered agent of the corporation at that address is Corporation Service Company.

ARTICLE VI - INDEMNIFICATION

The corporation shall indemnify any Officer or Director, or any former Officer or Director who was appointed or elected on or after November 13, 2008, to the full extent permitted by law. The corporation may indemnify any Officer or Director who was appointed or elected prior to November 13, 2008.

ARTICLE VII - AMENDMENT

The corporation may amend or repeal any provision contained in these Articles of Incorporation, or any amendment hereto, and add any Articles in the manner prescribed by statute.

* * * * *

The date of adoption of each amendment was November 13, 2008. The Amended and Restated Articles of Incorporation were adopted by the sole shareholder.

IN WITNESS WHEREOF, the undersigned has executed these Amended and Restated Articles of Incorporation on the date of signing.

 

Dated: November 13, 2008     PERRIGO FLORIDA HOLDINGS, INC.
    By:    /s/ Joseph C. Papa
    Name:    Joseph C. Papa
    Its:    President and Chairman

Having been named as registered agent and to accept service of process for the above stated corporation at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as a registered agent as provided for in Chapter 608, F.S.

 

CORPORATION SERVICE COMPANY
By:   /s/ Sue G. Knight
Name:   Sue G. Knight
Its:   as its agent

 

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EX-3.43 42 d772859dex343.htm EX-3.43 EX-3.43

Exhibit 3.43

 

 

BYLAWS

of

PERRIGO FLORIDA, INC.

as adopted on November 13, 2008

PERRIGO FLORIDA, INC.

BYLAWS

ARTICLE I

Offices

The Corporation may have offices at such places as the Board of Directors may from time to time determine.

ARTICLE II

Shareholders

Section 1 - Place of Meeting

Except as otherwise provided by applicable law, the Board of Directors may designate any place as the place of meeting for any annual meeting of shareholders or for any special meeting of shareholders.

Section 2 - Annual Meeting

The annual meeting of shareholders shall be held on such date and at such time and place as shall be selected by the Board of Directors, for the purpose of electing directors, setting the number of directors and for the transaction of such other business as may properly be brought before the meeting.

Section 3 - Special Meeting

A special meeting of shareholders may be called at any time by the Chairman, the President or a majority of the directors then in office.

Section 4 - Notice of Meeting

Written notice of the place, date, hour and purposes of each meeting of shareholders shall be given to the holders of record of the shares of capital stock of the Corporation entitled to vote at the meeting by (a) mail, postage prepaid, (b) facsimile, (c) email (d) overnight mail (e) courier service or (f) personal delivery not later than 10 days prior to such meeting nor more than 60 days before the date of such meeting to each such holder at the postal address, facsimile number or email address, as applicable, designated by him or her for that purpose or, if none is designated, at his or her last known postal address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation. If transmitted via facsimile, such notice shall be deemed to be delivered when a confirmation of the transmission of the facsimile to the shareholder at his or her facsimile number as it appears

on the stock transfer books of the Corporation has been received. If transmitted via email, such notice shall be deemed to be delivered when a confirmation of the transmission of the email to the shareholder at his or her email address as it appears on the stock transfer books of the Corporation has been received. If delivered by other means, such notice shall be deemed to be delivered upon confirmed personal deliver to the shareholder or upon delivery to the address of the shareholder at his or her address as it appears on the stock transfer books of the Corporation. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all shareholders entitled to vote are present, or if notice is waived by those not present in accordance with Article VI of these Bylaws.

If a meeting of shareholders is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and only such business is transacted at the adjourned meeting as might have been transacted at the original meeting provided that, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record on the new record date.

Section 5 - Quorum: Adjournment

At all meetings of shareholders there shall be present in person or by proxy holders of a majority of the shares entitled to vote at the meeting in order to constitute a quorum. From time to time and whether or not there is such a quorum, the chairman of the meeting or the holders of a majority of the shares entitled to vote at the meeting present in person or by proxy, without notice other than announcement at the meeting of the time and place to which the meeting is adjourned, may adjourn the meeting to such time and place, subject, however, to the provisions of the proviso last set forth in Section 4 of this Article II of these Bylaws. The shareholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

The chairman of any meeting of shareholders shall be the President, unless the Board of Directors shall by resolution prior to such meeting designate another person as chairman of such meeting.

Section 6 - Voting

At each meeting of shareholders, each shareholder present in person or represented by a valid proxy that satisfies the requirements of Section 9 of this Article II of these Bylaws shall be entitled to one vote for each share of common stock registered in the shareholder’s name on the books of the Corporation at the record date determined in accordance with Section 5 of Article V of these Bylaws.

Election of directors at all meetings of the shareholders at which directors are to be elected shall be by ballot, and, a plurality of the votes cast thereat shall elect directors. In all

 

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matters other than the election of directors, when an action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by applicable law.

Section 7 - Action Without Meetings of Shareholders

Unless otherwise provided in the Articles of Incorporation, any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by all of the holders of outstanding shares who would be entitled to vote at a meeting.

Section 8 - Inspection of Shareholders List

The Corporation shall keep at its office or at the office of its transfer agent records containing the names and addresses of all shareholders, the number of shares held by each, and the dates when they respectively became holders of record thereof. A person who is a shareholder of record of the Corporation, upon at least 10 days written demand, may examine for any proper purpose, in person or by agent or attorney, during usual business hours, the record of shareholders and make extracts therefrom, at such place as such records are kept.

The officer or agent of the Corporation having charge of the stock transfer books for shares of the Corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. Such list shall be produced at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

Section 9 - Proxies

Any shareholder entitled to vote upon any matter at any meeting of shareholders may so vote by proxy; but no proxy shall be exercised after eleven months from its date unless said proxy provides for a longer period for which it shall remain in force. Every proxy shall be in writing and signed by the shareholder or his or her duly authorized agent or representative. Proxies shall be delivered to the Secretary of the Corporation before such meeting.

ARTICLE III

Board of Directors

Section 1 - Number; Method of Election; Terms of Office; Qualification and Removal

The business and affairs of the Corporation shall be managed by the Board of Directors. The number of directors comprising the Board of Directors shall be fixed by the shareholders at the annual meeting or special meeting. The Board of Directors may consist of one director. Until otherwise resolved in a meeting of the shareholders, the Board of Directors shall be

 

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three (3) in number. Directors shall be elected by the shareholders at the annual meeting of the shareholders or at any adjournment of such meeting. Directors so elected shall hold office for the term of one (1) year or until others are chosen and qualified in their stead.

During the intervals between annual meetings of shareholders, any vacancy in the Board of Directors caused by resignation, removal, death, or other incapacity may be filled by majority vote of the directors then in office, though less than quorum of the Board. A directorship to be filled because of a vacancy may be filled by the Board for a term of office continuing only until the next election of the directors.

Any director may be removed from office as a director at any time, but only for cause, by the affirmative vote of shareholders holding a majority of the outstanding shares of Common Stock of the Corporation entitled to vote for the election of directors at a meeting of the shareholders called for that purpose.

If for any reason the annual meeting of shareholders shall not be held at the time appointed by these Bylaws, the directors shall cause a meeting to be held for the election of the directors as soon thereafter as conveniently may be, and the directors then in office who are nominees for reelection or for whom successors are to be elected shall continue in office until such election shall have been held and until their reelection or their successors have been duly elected and qualified.

Section 2 - Meetings

The Board of Directors may hold its meetings and have an office and keep the books of the Corporation, except as otherwise provided by applicable law or these Bylaws, in such place or places as the Board may from time to time determine.

The Board of Directors may in its discretion provide for regular meetings of the Board. Notice of regular meetings need not be given. Special meetings of the Board shall be held whenever called by direction of the President or any two of the directors for the time being in office. The Secretary shall give notice of a special meeting by mailing same at least three days, or by delivering personally or by overnight mail or courier service, or by telegraphing the same at least one day, or by telephoning or delivering by facsimile transmission at least 12 hours, before the meeting to each director, but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

A meeting may be held without notice, and any business may be transacted thereat, if every director shall be present, or if those not present waive notice of the meeting in accordance with Article VI of these Bylaws. No notice of any adjourned meeting need be given.

Section 3 - Quorum and Actions of the Board of Directors

Except as provided in Section 6 of this Article III of these Bylaws, a majority of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a

 

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majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors; but if there be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

A member of the Board may participate in any meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 4 - Committees

The Board of Directors may designate from among its members such committees as it may deem appropriate from time to time, and such committees shall exercise the authority delegated to them.

Section 5 - Quorum and Action of a Committee

Except as provided in Section 6 of this Article III of these Bylaws, a majority of any committee of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the committee members present at a meeting at which a quorum is present shall be the acts of the committee; but if there be less than a quorum at any meeting of a committee, a majority of those present may adjourn the meeting from time to time. The members of a committee present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough committee members to leave less than a quorum.

A majority, or the chairperson, of any committee may fix the time and place of its meeting, unless the Board shall otherwise provide. Notice of meetings of a committee shall be given to each member of the committee in the manner provided for in the second paragraph of Section 2 of this Article III of these Bylaws.

In the absence or disqualification of a member of a committee, the remaining members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of such absent or disqualified member.

A member of a committee of the Board of Directors may participate in any meeting of the committee by means of conference telephone or similar communication equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

 

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Section 6 - Action by Unanimous Written Consent

Any action required or permitted to be taken at any meeting of the Board of Directors or a committee thereof may be taken without a meeting if, before the action, all members of the Board or of the committee consent thereto in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent shall have the same effect as a vote of the Board or committee for all purposes.

Section 7 - Compensation of the Board of Directors

Directors, unless employed by and receiving a salary from the Corporation, shall receive such compensation for serving on the Board and for attending meetings of the Board and any committee thereof as may be fixed by the Board. Directors shall be reimbursed their reasonable expenses incurred while engaged in the business of the Corporation.

ARTICLE IV

Officers

Section 1 - Selection and Removal

The officers of the Corporation shall be a President, Secretary and Treasurer, who shall be elected by the Board of Directors after each annual meeting of shareholders. The Board is authorized to elect or appoint from time to time such other officers, including a Chairman, one or more Vice-Chairmen, one or more Vice Presidents, including Senior Vice Presidents or Executive Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. No one of said officers need be a director. All of the officers, except the Secretary, shall be regular full-time employees of the Corporation or an affiliated company. Any two of the above offices except those of (a) President and Vice President, (b) Secretary and Assistant Secretary or (c) Treasurer and Assistant Treasurer may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity.

An officer shall hold office for the term of one year and until his or her successor shall have been elected or appointed and qualified, or until resignation or removal.

Any officer may be removed by the Board of Directors with or without cause.

The Board of Directors may fill any vacancies in any offices occurring for whatever reason. The Board of Directors is authorized from time to time to elect or appoint one of its members as Chairman of the Board or Vice-Chairman of the Board and such person or persons shall perform such duties as shall be prescribed by these Bylaws or by the Board of Directors from time to time.

 

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Section 2 - Powers and Duties of the President

The President shall preside at all meetings of the shareholders and Board of Directors. Subject to the direction of the Board of Directors, the President shall have general and active management of the business of the Corporation and shall have supervisory power and authority over all officers and agents elected or appointed by the Board of Directors and over the appointment of employment, functions, duties, removal or discharge of all other employees and agents of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation and shall have control over the general operations of the Corporation. The President may delegate any of his or her powers or functions to any officer of the Corporation.

The President shall at least once in each year cause a true statement of the operations and properties of the Corporation for the preceding fiscal year to be made and to be communicated or distributed to each shareholder thereof within four months after the end of the preceding fiscal year.

Section 3 - Powers and Duties of Vice Presidents

The Vice Presidents, if any, shall perform such duties as may from time to time be assigned to them by the Board of Directors or the President.

Section 4 - Powers and Duties of Secretary

The Secretary or any Assistant Secretary shall record the proceedings of all meetings of the Board of Directors and of the shareholders in books kept for that purpose. The Secretary shall be the custodian of the corporate seal, and the Secretary or any Assistant Secretary shall affix the same to and countersign papers requiring such acts. The Secretary and any Assistant Secretary shall perform such other duties as may be assigned by the Board of Directors or the President.

Section 5 - Powers and Duties of Treasurer

The Treasurer and any Assistant Treasurer shall have care and custody of all funds of the Corporation and disburse and administer the same under the direction of the Board of Directors, the President, or a designated Vice President, and shall perform such other duties as may be assigned by the Board of Directors, the President, or a designated Vice President.

Section 6 - Voting Shares of Other Corporations

Unless otherwise ordered by the Board of Directors, the President or such proxy as the President may appoint, shall vote all shares which the Corporation may own in another corporation or other entity, and if solicited, shall consent in writing, in the name of the Corporation as such holder, to or against any action by such other corporation or other entity, and if the President himself or herself is not so voting or consenting, the President may instruct such proxy as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as the President may deem necessary or proper in the premises.

 

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Section 7 - Execution of Instruments

The President or any Vice President is authorized to sign and the Secretary or any Assistant Secretary to attest under the corporate seal, on behalf of the Corporation, contracts and other instruments in writing, including bonds and other obligations required in legal proceedings, surety and indemnifying bonds required in the conduct of the business of the Corporation, papers required by the applicable laws of any state with respect to the right to conduct business in such state, and reports required by the applicable laws of the United States or any state, territory, or foreign country.

Section 8 - Officers Appointed by the President

The President may appoint such officers, other than those that shall be elected by the Board of Directors pursuant to Section 1 of this Article IV of these Bylaws, and such agents as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be provided by the Board of Directors or any committee thereof or the President, as the case may be. Any such officer of agent appointed by the President may be removed by the President with or without cause. The President may fill any vacancies in any office appointed by the President occurring for whatever reason.

Section 9 - Delegation

Subject to any restrictions imposed by the Board of Directors, the President or any Vice President of the Corporation may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

ARTICLE V

Capital Stock

Section 1 - Certificates of Stock

Every shareholder shall be entitled to have a certificate of stock signed by or in the name of the Corporation by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation, and such signatures may be facsimiles, sealed with the Corporation’s seal, certifying the number and class of shares represented by such certificate, and where such certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee, the signatures of the officers may be facsimiles.

 

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In case any officer who shall have signed or whose facsimile signature shall have been placed upon a certificate shall cease to be such officer, whether because of death, resignation or otherwise, before such certificate shall have been issued by the Corporation, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer at the date of issue. If the Corporation is authorized to issue shares of more than one class of stock, the certificate shall state on its face or back that the Corporation will furnish a shareholder upon request and without charge a full statement of the designation, relative rights, preferences and limitations of the shares of each class to be issued, and if the Corporation is authorized to issue any class of shares in a series, the designation, relative rights, preferences and limitations of each series so far as the same have been prescribed and the authority of the Board to designate and prescribe the relative rights, preferences and limitations of other series.

Section 2 - Transfers of Shares

Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate for not more than the same number of shares (appropriately adjusted for any dividends paid in shares of the Corporation, or any subdivision, combination or reclassification of the shares of the Corporation) to the person entitled thereto, cancel the old certificate, and record the transaction upon the books of the Corporation. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

Section 3 - Lost, Stolen, or Destroyed Certificates

The President, Secretary, or any Vice President may approve issuance of replacement stock certificates upon presentation of such documentation and obligation bond(s), if any, as such officer, in his or her discretion, shall deem adequate for the protection of the Corporation.

Section 4 - Transfer Agent and Registrar; Regulations

The Corporation shall, if and whenever the Board of Directors shall so determine, maintain one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors, where the shares of the capital stock of the Corporation shall be directly transferable, or a transfer clerk to act on behalf of the Corporation in connection with such transfers, and also one or more registry offices, each in charge of a registrar designated by the Board of Directors, where such shares of stock shall be registered; and no certificate for shares of the capital stock of the Corporation in respect of which a transfer agent or transfer clerk and registrar shall have been designated shall be valid unless countersigned by such transfer agent or transfer clerk and registered by such registrar, and such signature may be a facsimile. The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Corporation.

 

- 9 -

Section 5 - Fixing of Record Date

For the purpose of determining shareholders entitled to notice of and to vote at a meeting of shareholders, the Board of Directors may fix, in advance, a date as the record date not more than 60 nor less than 48 hours before the date of the meeting.

For the purpose of determining (a) shareholders entitled to receive payment of any dividend, or (b) shareholders for any other purpose, the Board of Directors may fix, in advance, a date as the record date for any such determination, such date to be not more than 60 days before the date of the action to be taken.

If a record date is not fixed, (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given and (b) the record date for determining shareholders for any other purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE VI

Waiver of Notice

Notice of the time, place, and purpose of any meeting of the Board of Directors, a committee thereof, or shareholders may be waived by facsimile transmission or other writing or electronic transmission by those not present, and entitled to vote thereat, either before or after the holding thereof.

ARTICLE VII

Indemnification and Insurance

Section 1 - Right to Indemnification and Advance Payment of Expenses a Contract Right

All rights to indemnification and payment of expenses in advance of the final disposition of any action, suit or proceeding conferred by the Corporation’s Articles of Incorporation and this Article VII of these Bylaws shall be a contract right inuring to the benefit of (i) the person conferred such rights to indemnification and advance payment of expenses by the Corporation’s Articles of Incorporation and this Article VII of these Bylaws, and (ii) such person’s heirs, executors and administrators.

 

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Section 2 - Advance Payment of Expenses

The Corporation shall pay and/or reimburse (as applicable) the reasonable expenses incurred by a director or officer, or a former director or officer who was appointed or elected on or after November 13, 2008, or other person designated as entitled to indemnification and/or advance payment of expenses under the Corporation’s Articles of Incorporation and/or this Article VII of these Bylaws, who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the action, suit or proceeding. The Corporation may pay and/or reimburse (as applicable) the reasonable expenses incurred by a director or officer who was appointed or elected prior to November 13, 2008, who is a party or threatened to be made a party to an action, suit, or procedure in advance of final disposition of the action, suit or proceeding. Such advance payment of expenses shall be made upon satisfaction of the following (to the extent required by the statutes of the state of incorporation of the Corporation and the Business Coordination Act of the State of Florida):

(1) the person seeking advance payment of expenses furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in the Florida Business Coordination Act allowing the Corporation to indemnify such person;

(2) the person seeking advance payment of expenses furnishes the Corporation a written undertaking, executed personally or on his or her own behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct set forth in the Florida Business Coordination Act allowing the Corporation to indemnify such person;

(3) a determination is made that the facts then known to those making the determination as to the entitlement to advance payment of expenses would not preclude indemnification under the Florida Business Coordination Act.

The determinations and evaluations under this Section 2 of this Article VII of these Bylaws shall be made in the applicable manner specified in the Corporation’s Articles of Incorporation, this Article VII of these Bylaws, and the Florida Business Coordination Act or, if the person seeking advance payment of expenses is party to an indemnification agreement with the Corporation (or any of its subsidiaries), in the applicable manner (if any) specified in such agreement.

Section 3 - Claim of Indemnification and Advance Payment of Expenses

In the event a claimant shall submit to the Corporation a written request for indemnification and/or advance payment of expenses pursuant to the Corporation’s Articles of Incorporation and this Article VII of these Bylaws and there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification and/or advance payment of expenses is claimed a Change of Control (as hereinafter defined), determination of entitlement to indemnification and/or advance payment of expenses is to be made by Independent Counsel (as hereinafter defined) selected by the claimant

 

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unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification and/or advance payment of expenses, payment to the claimant shall be made within 10 days after such determination.

Section 4 - Enforcement of Right to Indemnification and Advance Payment of Expenses

If a claim for indemnification and/or advance payment of expenses under the Corporation’s Articles of Incorporation and/or this Article VII of these Bylaws is not paid in full by the Corporation within thirty days after a written claim requesting such payment has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such Claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the Business Coordination Act of the State of Florida for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or shareholders) to have made a determination prior to the commencement of such action that indemnification and/or advance payment of the expenses of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Business Coordination Act of the State of Florida, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 5 - Determination of Entitlement to Indemnification and/or Advance Payment of Expenses

If a determination shall have been made pursuant to the Corporation’s Articles of Incorporation or Section 3 of this Article VII of these Bylaws that the claimant is entitled to indemnification and/or advance payment of expenses, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws.

Section 6 - Procedures Not to be Contested

The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws that the procedures and presumptions set forth in the indemnification and other applicable provisions of the Corporation’s Articles of Incorporation and/or this Article VII of these Bylaws are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all such provisions of the Corporation’s Articles of Incorporation and this Article VII of these Bylaws.

 

- 12 -

Section 7 - No Retroactive Effect of Amendments

No repeal or modification of the indemnification or other applicable provisions of the Corporation’s Articles of Incorporation and/or of this Article VII of these Bylaws shall in any way diminish or adversely affect the rights of any present, former or future director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

Section 8 - Severability

If any provision or provisions of this Article VII of these Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article VII of these Bylaws (including, without limitation, each portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article VII of these Bylaws (including, without limitation, each such portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 9 - Definitions

For purposes of this Article VII of these Bylaws:

(A) “Change of Control” means:

(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this Section 9(A)(1) of this Article VII of these Bylaws, the following acquisitions shall not constitute a Change of Control (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any other corporation controlled by the Corporation, or (iv) any acquisition by any other corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 9(A)(3) of this Article VII of these Bylaws; or

(2) Individuals who, as of the date hereof constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the

 

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Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

(3) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Corporation resulting from such Business Combination (including, without limitation, another corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(4) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(B) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Article VII of these Bylaws.

Section 10 - Notices

 

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Any notice, request or other communication required or permitted to be given to the Corporation under the indemnification provisions of the Corporation’s Articles of Incorporation or under this Article VII of these Bylaws shall be in writing and either delivered in person or sent by telegram or facsimile transmission, or overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

ARTICLE VIII

Miscellaneous Provisions

Section 1 - Fiscal Year

The fiscal year of the Corporation shall be the 52 or 53 week period that ends on the Saturday closest to each June 30.

Section 2 - Reliance Upon Records

In discharging his or her duties, a director or an officer, when acting in good faith, may rely upon the opinion of counsel for the Corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or upon financial statements of the Corporation represented to him or her to be correct by the President or the officer of the Corporation having charge of its books of account, or stated in a written report by an independent or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation.

Section 3 - Checks

All checks, drafts or orders for the payment of money and all notes and acceptances shall be signed by such officer(s) or agent(s) or both as the Board of Directors may from time to time designate. No check, draft, or note shall be signed in blank.

ARTICLE IX

Amendments

To the extent not in conflict or inconsistent with the Articles of Incorporation of the Corporation, these Bylaws may be amended or repealed or new Bylaws may be adopted by a majority of the Board of Directors then in office. So long as the shareholders of the Corporation shall be empowered by applicable law to adopt, amend or repeal bylaws for the Corporation or adopt any provision inconsistent herewith, such action may be taken by the shareholders by the favorable vote of the holders of not less than eighty percent (80%) of the issued and outstanding shares of the common stock of the Corporation unless such action has first been recommended by the favorable vote of at least a majority of the whole Board of Directors.

 

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EX-3.44 43 d772859dex344.htm EX-3.44 EX-3.44

Exhibit 3.44

 

Corporations Section

P.O.Box 13697

Austin, Texas 78711-3697

   LOGO   

John Steen

Secretary of State

    

Office of the Secretary of State

CERTIFICATE OF FILING

OF

SPC TRADEMARKS, LLC

800069244

The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Amendment for the above named entity has been received in this office and has been found to conform to the applicable provisions of law.

ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.

Dated: 11/20/2013

Effective: 11/20/2013

 

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/s/  John Steen        

John Steen

Secretary of State

 

 

Phone: (512) 463-5555

Prepared by: Delores Eitt

   

Come visit us on the internet at http://www.sos.state.tx.us/

Fax: (512) 463-5709

TID: 10303

    Dial: 7-1-1 for Relay Services Document: 516014680002

Form 424

(Revised 05/11)

 

Submit in duplicate to:

Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512 463-5555

FAX: 512/463-5709

Filing Fee: See instructions

 

   

 

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Certificate of Amendment

    This space reserved for office use.

Entity Information

The name of the filing entity is:

SPC Trademarks, LLC

 

State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.

 

The filing entity is a: (Select the appropriate entity type below.)
¨ For-profit Corporation    ¨ Professional Corporation
¨ Nonprofit Corporation    ¨ Professional Limited Liability Company
¨ Cooperative Association    ¨ Professional Association
x Limited Liability Company    ¨ Limited Partnership

The file number issued to the filing entity by the secretary of state is:     800069244                                                                   

The date of formation of the entity is:     March 28, 2002                                                                                                              

Amendments

1. Amended Name

(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)

The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:

The name of the filing entity is: (state the new name of the entity below)

 

 

The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:

 

Form 424    6   

Registered Agent

(Complete either A or B, but not both. Also complete C.)

 

    ¨ A. The registered agent is an organization (cannot be entity named above) by the name of:
                     
    OR            
    ¨ B. The registered agent is an individual resident of the state whose name is:
           
    First Name    M.I.    Last Name    Suffix     

 

The person executing this instrument affirms that the person designated as the new registered agent has consented to serve as registered agent.

C. The business address of the registered agent and the registered office address is:

 

          TX         

Street Address (No P.O. Box)

    City    State   Zip Code   

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

 

¨ Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as fallows:

 

 

 

x Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:

Article 3 Management. The limited liability company will not have managers. Management of the company is reserved for the members. The name and address of the member are:

SERGEANT’S PET CARE PRODUCTS, INC.

515 Eastern Avenue

Allegan, Michigan 49010-9070.

 

¨ Delete each of the provisions identified below from the certificate of formation.

 

 

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.

 

Form 424    7   

Effectiveness of Filing (Select either A, B, or C.)

A. x This document becomes effective when the document is filed by the secretary of state.

B. ¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                                                                      

C. ¨ This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90th day after the date of signing is:                                                                      

The following event or fact will cause the document to take effect in the manner described below:

 

 

 

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

 

Date: November 19, 2013    
  By:  

  Sergeant’s Pet Care Products, Inc.

   

/s/  Todd W. Kingma

      Signature of authorized person
   

  Todd W. Kingma

      Printed or typed name of authorized person (see instructions)

 

Form 424    8    #9393761

Corporations Section

P.O. Box 13697

Austin, Texas 78711-3697

  

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Gwyn Shea

Secretary of State

    

Office of the Secretary of State

CERTIFICATE OF ORGANIZATION

OF

SPC TRADEMARKS, LLC

Filing Number: 800069244

The undersigned, as Secretary of State of Texas, hereby certifies that Articles of Organization for the above named company have been received in this office and have been found to conform to law.

ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Organization.

Issuance of this Certificate of Organization does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law.

Dated: 03/28/2002

Effective: 03/28/2002

 

LOGO   

/s/  Gwyn Shea

Gwyn Shea

Secretary of State

 

 

   Come visit us on the internet at http://www.sos.state.tx.us/   

PHONE(512) 463-5555

Prepared by: Rosa Ruedas

    FAX(512) 463-5709    TTY7-1-1

LOGO

 

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EX-3.45 44 d772859dex345.htm EX-3.45 EX-3.45

Exhibit 3.45

COMPANY AGREEMENT

OF

SPC TRADEMARKS, LLC

This Operating Agreement (this “Agreement”) of SPC TRADEMARKS, LLC is entered into and effective as of November 18, 2013 by SERGEANT’S PET CARE PRODUCTS, INC., a Michigan corporation (the “Member”) pursuant to and in accordance with the Texas Business Organizations Code, as amended from time to time (the “Act”). This Agreement supersedes and completely replaces those certain Regulations of SPC Trademarks LLC dated as of March 28, 2002.

1. Name. The name of the limited liability company governed hereby is SPC Trademarks, LLC (the “Company”).

2. Articles of Organization. The Articles of Organization were originally filed with the Office of the Secretary of State of Texas on March 28, 2002.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

4. Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement.

5. Principal Business Office. The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Texas is c/o Corporation Service Company, 211 E. 7th Street, Suite 620, Austin, Texas 78701.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Texas is: Corporation Service Company, 211 E. 7th Street, Suite 620, Austin, Texas 78701.

8. Member. The name and the mailing address of the Member is as follows:

 

1

Name    Address
SERGEANT’S PET CARE PRODUCTS, INC.   

515 Eastern Avenue

Allegan, Michigan 49010

9. Term. The term of the Company shall continue until dissolution of the Company in accordance with Section 21 of this Agreement.

10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member nor any officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11. Capital Contributions. The Member is the sole Member of the Company as of the date of this Agreement. The Member was not required to make any initial contribution to the Company. The Member is not required to make additional capital contributions to the Company.

12. Capital Accounts. A capital account shall be maintained for the Member on the books of the Company. The capital account shall be adjusted to reflect allocations of profit and loss, distributions as provided in Section 13 of this Agreement, and any additional capital contributions to the Company or withdrawals of capital from the Company. Such capital accounts shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as interpreted in good faith by the Member.

13. Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member shall determine. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of the Member’s interest in the Company if such distribution would violate Section 101.206 of the Act or other applicable law.

14. Management.

a. In accordance with Section 101.251 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all things necessary to carry out the terms and provisions of this Agreement.

b. The Member may delegate to any person any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the Company as the Member may reasonably determine.

 

2

15. Officers. The Member may, from time to time as it deems advisable, appoint one or more officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business entity formed under the Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 15 may be revoked at any time by the Member. The Member hereby appoints the following persons to the respective offices set forth below, to serve, in each case, until resignation or removal:

 

Joseph C. Papa    President
Judy L. Brown    Executive Vice President
John T. Hendrickson    Executive Vice President
Scott R. Rush    Vice President
Todd W. Kingma    Secretary
Ronald L. Winowiecki    Treasurer
David W. Mason    Assistant Secretary
Michael J. Kelly    Assistant Treasurer

16. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

17. Exculpation and Indemnification. Neither the Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity that has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of

 

3

gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

18. Admission of Additional Members; Assignment of Interest in the Company. The Member may assign or transfer a portion of the Member’s interest in the Company, and one or more additional members of the Company may be admitted to the Company, only if all of the resulting members enter into a multiple member operating agreement that provides for voting rights, allocations of profit and loss, timing of distributions, designation of a tax matters partner, and other matters customarily addressed in a multiple member limited liability company operating agreement. Any transfer of a portion of the Member’s interest without entering into a multiple member operating agreement shall be void. An assignee of an interest in the Company shall only be admitted as a member of the Company to the extent expressly provided in the transfer document or multiple member operating agreement, as the case may be.

19. No Certificates for LLC Interests. The membership interests in the Company shall not be represented by certificates.

20. Termination of Membership. Subject to Section 21, the termination, dissolution, death, bankruptcy or adjudicated incompetency of the Member shall not cause a dissolution of the Company, but the rights of the Member to share in the allocations and distributions and to vote on any matter on which the Member has the right to vote shall, on the happening of such an event, devolve on the person designated below the Member’s signature on this Agreement to manage the Company upon the inability to act of the Member or, if such person is unable to so act, on the legal representative of the Member.

21. Terminate and Winding Up.

a. Dissolution. The Company shall terminate, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the death, disability, bankruptcy or withdrawal of the last remaining Member and (iii) the happening of an event requiring the winding up of a domestic entity pursuant to Section 11.051 of the Act.

b. Winding Up. In the event of dissolution, the Company shall conduct only such activities permitted by Chapter 11, Subchapter C and Chapter 101, Subchapter L of the Act, including such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner) in accordance with the Act.

22. Tax Matters Partner. The Member shall be the tax matters partner within the meaning of Section 6231(a)(7) of the Code. All expenses incurred by the tax matters partner in connection with his duties as tax matters partner shall be expenses of the Company.

 

4

23. Elections. The Member shall determine the accounting methods and conventions under the tax laws of any and all applicable jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns.

24. Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

25. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

26. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Texas (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

27. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Signature page follows.]

 

5

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

 

MEMBER:

 

SERGEANT’S PET CARF PRODUCTS, INC.

By:   /s/ Joseph C. Papa        
Name:   Joseph C. Papa

Its:

   President

The person designated to manage the Company upon the death or inability to act of the Member is                                    .

 

6

EX-3.46 45 d772859dex346.htm EX-3.46 EX-3.46

Exhibit 3.46

 

   

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 01:00 PM 02/12/1998

981056055 – 2858534

CERTIFICATE OF FORMATION

of

PET LOGIC, L.L.C.

This Certificate of Formation of PET LOGIC, L.L.C. (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act.

 

  1. The name of the limited liability company is:

Pet Logic, L.L.C.

 

  2. The address of the registered office of the Company in Delaware is: c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company’s registered agent at that address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned, an authorized person of the Company, has caused this Certificate of Formation to be duly executed as of the 10th day of February, 1998.

 

SERGEANTS PET PRODUCTS, INC.,

Member/Authorized Person

By:    /s/ William J. Meyer
  William J. Meyer

Its:

   Controller
 EX-3.47 46 d772859dex347.htm EX-3.47 EX-3.47

Exhibit 3.47

LIABILITY COMPANY AGREEMENT

OF

PET LOGIC, L.L.C.

This Limited Liability Company Agreement (this “Agreement”) of PET LOGIC, L.L.C. is entered into and effective as of November 18, 2013 by SERGEANT’S PET CARE PRODUCTS, INC., a Michigan corporation (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”). This Agreement supercedes and completely replaces that certain Amended and Restated Limited Liability Company Agreement of Pet Logic, L.L.C. dated November 12, 2007.

1. Name. The name of the limited liability company governed hereby is Pet Logic, L.L.C. (the “Company”).

2. Certificates. The Company’s Certificate of Formation was filed with the Delaware Secretary of State on February 12, 1998.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

4. Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement.

5. Principal Business Office. The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

8. Member. The name and the mailing address of the Member is as follows:

Name    Address

SERGEANT’S PET CARE PRODUCTS, INC.

    515 Eastern Avenue
   Allegan, Michigan 49010

9. Term. The term of the Company shall continue until dissolution of the Company in accordance with Section 21 of this Agreement.

10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member, any officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11. Capital Contributions. The Member is the sole Member of the Company as of the date of this Agreement. The Member was not required to make any initial contribution to the Company. The Member is not required to make additional capital contributions to the Company.

12. Capital Accounts. A capital account shall be maintained for the Member on the books of the Company. The capital account shall be adjusted to reflect allocations of profit and loss, distributions as provided in Section 13 of this Agreement, and any additional capital contributions to the Company or withdrawals of capital from the Company. Such capital accounts shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as interpreted in good faith by the Member.

13. Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member shall determine. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of the Member’s interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

14. Management.

a. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all things necessary to carry out the terms and provisions of this Agreement.

b. The Member may delegate to any person any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the Company as the Member may reasonably determine.

15. Officers. The Member may, from time to time as it deems advisable, appoint one or more officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 15 may be revoked at any time by the Member. The Member hereby appoints the following persons to the respective offices set forth below, to serve, in each case, until resignation or removal:

 

  Joseph C. Papa    President   
  Judy L. Brown    Executive Vice President   
  John T. Hendrickson    Executive Vice President   
  Scott R. Rush    Vice President   
  Todd W. Kingma    Secretary   
  Ronald L. Winowiecki    Treasurer   
  David W. Mason    Assistant Secretary   
  Michael J. Kelly    Assistant Treasurer   

16. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

17. Exculpation and Indemnification. Neither the Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity that has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in

respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

18. Admission of Additional Members; Assignment of Interest in the Company. The Member may assign or transfer a portion of the Member’s interest in the Company, and one or more additional members of the Company may be admitted to the Company, only if all of the resulting members enter into a multiple member limited liability company agreement that provides for voting rights, allocations of profit and loss, timing of distributions, designation of a tax matters partner, and other matters customarily addressed in a multiple member limited liability company operating agreement. Any transfer of a portion of the Member’s interest without entering into a multiple member agreement shall be void. An assignee of an interest in the Company shall only be admitted as a member of the Company to the extent expressly provided in the transfer document or multiple member agreement, as the case may be.

19. No Certificates for LLC Interests. The membership interests in the Company shall not be represented by certificates.

20. Termination of Membership. Subject to Section 21, the termination, dissolution, death, bankruptcy or adjudicated incompetency of the Member shall not cause a dissolution of the Company, but the rights of the Member to share in the allocations and distributions and to vote on any matter on which the Member has the right to vote shall, on the happening of such an event, devolve on the person designated below the Member’s signature on this Agreement to manage the Company upon the inability to act of the Member or, if such person is unable to so act, on the legal representative of the Member.

21. Dissolution and Winding Up.

a. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the death, disability, bankruptcy or withdrawal of the last remaining Member and (iii) the happening of an event requiring dissolution or the entry of a decree of judicial dissolution under Sections 18-801-802 of the Act.

b. Winding Up. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner).

22. Tax Matters Partner. The Member shall be the tax matters partner within the meaning of Section 6231(a)(7) of the Code. All expenses incurred by the tax matters partner in connection with his duties as tax matters partner shall be expenses of the Company.

23. Elections. The Member shall determine the accounting methods and conventions under the tax laws of any and all applicable jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns.

24. Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

25. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

26. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

27. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

 

MEMBER:

 

SERGEANT’S PET CARE PRODUCTS, INC.

 

By:

   /s/  Joseph C. Papa

Name: 

   Joseph C. Papa

Its:

   President

The person designated to manage the Company upon the death or inability to act of the member is                                             .

EX-3.48 47 d772859dex348.htm EX-3.48 EX-3.48

Exhibit 3.48

 

 

Document must be filed electronically.

Paper documents will not be accepted.
Document processing fee

Fees & forms/cover sheets
are subject to change.

To access other information or print
copies of filed documents,
visit www.sos.state.co.us and
select Business Center.

   LOGO  

 

$50.00

     

Colorado Secretary of State

Date and Time: 04/13/2009 09:30 AM

ID Number: 20091210380

 

Document number: 20091210380

Amount Paid: $50.00

       ABOVE SPACE FOR OFFICE USE ONLY

Articles of Incorporation for a Profit Corporation

filed pursuant to § 7-102-101 and § 7-102-102 of the Colorado Revised Statutes (C.R.S.)

1. The domestic entity name for the corporation is

 

 

  

LoradoChem, Inc.

  (The name of a corporation must contain the term or abbreviation “corporation”, “incorporated”, “company”, “limited”, “corp.”, “inc.”, “co.”, or “ltd.”. See §7-90-601, C.R.S. If the corporation is a professional or special purpose corporation, other law may apply.)

(Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.)

2. The principal office address of the corporation’s initial principal office is      

Street address

  

Cira Centre, 12th Floor

  (Street number and name)
 

2929 Arch Street

 

Philadelphia

   

PA

   

19104-2891            

  (City)    (State)    (ZIP/Postal Code)
 

     

   

    United States    

   
  (Province – if applicable)    (Country)   

Mailing address

  

     

(leave blank if same as street address)

   (Street number and name or Post Office Box information)
 

     

 

     

   

     

   

     

  (City)    (State)    (ZIP/Postal Code)
 

     

   

     

   
  (Province – if applicable)    (Country)   
3. The registered agent name and registered agent address of the corporation’s initial registered agent are  
Name                  

(if an individual)

  

                          

   

     

   

     

  

     

  (Last)    (First)    (Middle)   (Suffix)

OR

          

(if an entity)

  

National Registered Agents, Inc.

(Caution: Do not provide both an individual and an entity name.)

Street address

  

1535 Grant Street

 

(Street number and name)

 

 

   

Denver

   

CO

   

80203

    
    (City)    (State)    (ZIP/Postal Code)    

 

ARTINC_PC    Page 1 of 3    Rev. 02/28/2008

Mailing address

     

(leave blank if same as street address)

    (Street number and name or Post Office Box information)
    
         CO      
                     (City)                                (State)                         (ZIP/Postal Code)            

    (The following statement is adopted by marking the box.)

    þ The person appointed as registered agent above has consented to being so appointed.

4. The true name and mailing address of the incorporator are

 

Name

                

    (if an individual)

   Caldwell                 John         W.      
          (Last)                 (First)                   (Middle)                     (Suffix)        

    OR

                

    (if an entity)

                                

(Caution: Do not provide both an individual and an entity name.)

 

Mailing address

  

 

Circa Centre, 12th Floor

            
  (Street number and name or Post Office Box information)
 

2929 Arch Street

            
  Philadelphia               PA         19104-2891
  (City)         (State)         (ZIP/Postal Code)    
               

United States

    
  (Province – if applicable)     (Country)    

 

         (If the following statement applies, adopt the statement by marking the box and include an attachment.)
  ¨ The corporation has one or more additional incorporators and the name and mailing address of each additional incorporator are stated in an attachment.

5. The classes of shares and number of shares of each class that the corporation is authorized to issue are as follows.

 

         (If the following statement applies, adopt the statement by marking the box and enter the number of shares.)
  þ The corporation is authorized to issue 100,000,000 common shares that shall have unlimited voting rights and are entitled to receive the net assets of the corporation upon dissolution.

 

         (If the following statement applies, adopt the statement by marking the box and include an attachment.)
  þ Additional information regarding shares as required by section 7-106-101, C.R.S., is included in an attachment.

    (Caution: At least one box must be marked. Both boxes may be marked, if applicable.)

6. (If the following statement applies, adopt the statement by marking the box and include an attachment.)

  þ   This document contains additional information as provided by law.

 

7. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)

    (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)

    The delayed effective date and, if applicable, time of this document is/are   .
 

(mm/dd/yyyy hour:minute am/pm)

 

ARTINC_PC    Page 2 of 3    Rev. 02/28/2008

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered.

8. The true name and mailing address of the individual causing the document to be delivered for filing are

 

  Caldwell

 

             John        

 

     W.

 

      
  (Last)             (First)             (Middle)     (Suffix)
  Cira Centre, 12th Floor

 

  (Street number and name or Post Office Box information)
  2929 Arch Street

 

  Philadelphia

 

     PA

 

     19104-2891

 

  (City)         (State)     (Zip/Postal Code)
          United States

 

    
          (Province - if applicable)                 (Country)    
             

 

     (if the following statement applies, adopt the statement by marking the box and include an attachment.)
  ¨ This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).

 

 

ARTINC_PC    Page 3 of 3    Rev. 02/28/2008

ARTICLES OF INCORPORATION

OF

LoradoChem, Inc.

The undersigned, a natural person of at least the age of 18 years or more, acting as an incorporator of a corporation (hereinafter referred to as the “Corporation”) under the provisions of the Colorado Business Corporation Act, adopt the following Articles of Incorporation of a business corporation:

Article I: The corporate name for the corporation shall be LoradoChem, Inc.

Article II: The principal street address of the corporation is:

Cira Centre, 12th Floor, 2929 Arch Street, Philadelphia, PA 19104-2891

Article III: Cumulative voting shares of stock is not authorized in the election of directors.

Article IV: No holder of any of the shares of the corporation shall, as such holder, have any right to purchase or subscribe for any shares of any class which the corporation may issue or sell, whether or not such shares are exchangeable for any shares of the corporation of any other class or classes, and whether such shares are issued out of the number of shares authorized by the Articles of Incorporation of the corporation as originally filed, or by any amendment thereof, or out of shares of the corporation acquired by it after the issue thereof; nor shall any holder of any of the shares of the corporation, as such holder, have any right to purchase or subscribe for any obligations which the corporation may issue or sell that shall be convertible into, or exchangeable for, any shares of the corporation of any class or classes, or to which shall be attached or shall appertain to any warrant or warrants or other instrument or instruments that shall confer upon the holder thereof the right to subscribe for, or purchase from the corporation any shares of any class or classes.

Article V: The aggregate number of shares which this Corporation shall have authority to issue is 100,000,000 shares of common stock, $.01 par value; and 10,000,000 shares of preferred stock, $.01 par value. The preferred shares may be issued in one or more series at the discretion of the Board of Directors. In establishing any series of preferred stock the Board of Directors shall give the series a designation so as to distinguish it from the shares of all other series and classes, shall fix the number of shares in such series, and the preferences, rights and restrictions of the series.

Article VI: The name of the initial registered agent and the address of the registered office is National Registered Agents, Inc., 1535 Grant Street, Suite 140, Denver, Colorado 80203.

Article VII: The name and the address of the incorporator is:

 

NAME    ADDRESS
John W. Caldwell    Cira Centre, 12th Floor
   2929 Arch Street
   Philadelphia, PA 19104-2891

Article VIII: The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the Colorado Business Corporation Act.

Article IX: The corporation shall, to the fullest extent legally permissible under the provisions of the Colorado Business Corporation Act, as the same may be amended and supplemented, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by any such person in connection with any action, suit or other proceeding in which such person may be involved or with which such person may be threatened, or other matters referred to in or covered by said provisions both as to action in such person’s 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 Bylaw, Agreement or Resolution adopted by the shareholders entitled to vote thereon after notice.

Article X: The personal liability of all of the directors of the corporation is hereby eliminated to the fullest extent allowed as provided by the Colorado Business Corporation Act, as the same may be supplemented and amended.

Executed on this 10th day of April, 2009.

 

/s/ John W. Caldwell
John W. Caldwell, Incorporator

ACCEPTANCE OF APPOINTMENT AS REGISTERED AGENT

The undersigned, an officer authorized to sign on behalf of National Registered Agents, Inc., a Delaware corporation, hereby accepts the appointment as the initial registered agent of the corporation named in Article I of the Articles of Incorporation.

 

LOGO

 

 EX-3.49 48 d772859dex349.htm EX-3.49 EX-3.49

Exhibit 3.49

BYLAWS

OF

LoradoChem, Inc.

(A Colorado Corporation)

ARTICLE I.

OFFICE.

The principal office of the Corporation is at Cira Centre, 12th Floor, 2929 Arch Street, Philadelphia, PA 19104.

ARTICLE II.

STOCKHOLDERS’ MEETINGS.

Section 1. Annual Meetings.

 

(a) The annual meeting of the stockholders of the Corporation, commencing with the year 2010 shall be held at a place within or without the State of Colorado as may be determined by the Board of Directors and as may be designated in the notice of that meeting.

The meeting shall be held at least once in a 12-month period and shall be on a date to be determined by the Board of Directors. The business to be transacted at the meeting shall be the election of directors and such other business as properly brought before the meeting.

 

(b) If the election of directors shall not be held on the day herein designated for any annual meeting, or at any adjournment of that meeting, the Board of Directors shall call a special meeting of the stockholders as soon as possible thereafter.

At this meeting the election of directors shall take place, and the election and any other business transacted shall have the same force and effect as at an annual meeting duly called and held.

 

(c) No change in the time or place for a meeting for the election of directors shall be made within 20 days preceding the day on which the election is to be held. Written notice of any change shall be given each stockholder at least 20 days before the election is held, either in person or by letter mailed to the stockholder at the address last shown on the books of the Corporation.

 

- 1 -

(d) In the event the annual meeting is not held at the time prescribed in Article II, Section 1(a) above, and if the Board of Directors shall not call a special meeting as prescribed in Article II, Section 1(b) above within three months after the date prescribed for the annual meeting, then any stockholder may call that meeting, and at that meeting the stockholders may elect the directors and transact other business with the same force and effect as at an annual meeting duly called and held.

Section 2. Special Meetings.

Special meetings of the stockholders may be called by the Board of Directors. At any time, upon the written request of any person or persons entitled to call a special meeting, it shall be the duty of the Secretary to send out notices of the meeting, to be held within or without the State of Colorado and at such time, but not less than 10 days nor more than 60 days after receipt of the request, as may be fixed by the Board of Directors. If the Board of Directors fails to fix a time or place, the meeting shall be held at the principal office of the Corporation at a time as shall be fixed by the Secretary within the above limits.

Section 3. Notice and Purpose of Meetings; Waiver.

Each stockholder of record entitled to vote at any meeting shall be given in person, or by mail, or by prepaid telegram, written or printed notice of the purpose or purposes, and the time and place within or outside the State of Colorado of every meeting of stockholders. This notice shall be delivered not less than ten (10) days nor more than sixty (60) days before the meeting. If mailed or telegraphed, it should be directed to the stockholder at the address last shown on the books of the Corporation. No publication of the notice of meeting shall be required. A stockholder may waive the notice of meeting by attendance, either in person or by proxy, at the meeting, or by so stating in writing, either before or after the meeting. Attendance at a meeting for the express purpose of objecting that the meeting was not lawfully called or convened shall not, however, constitute a waiver of notice. Except where otherwise required by law, notice need not be given of any adjourned meeting of the stockholders.

Section 4. Quorum.

Except as otherwise provided by law, a quorum at all meetings of stockholders shall consist of the holders of record of a majority of the shares entitled to vote present in person or by proxy.

Section 5. Closing of Transfer Books; Record Date.

 

(a) In order to determine the holders of record of the Corporation’s stock who are entitled to notice of meetings, to vote at a meeting or its adjournment, to receive payment of any dividend, or to make a determination of the stockholders of record for any other proper purpose, the Board of Directors of the Corporation may order that the Stock Transfer Books be closed for a period not to exceed seventy days. If the purpose of this closing is to determine who is entitled to notice of a meeting and to vote at such meeting, the Stock Transfer Books shall be closed for at least thirty days preceding such meeting.

 

- 2 -

(b) In lieu of closing the Stock Transfer Books, the Board of Directors may fix a date as the record date for the determination of stockholders. This date shall be no more than seventy days prior to the date of the action which requires the determination, nor, in the case of a stockholders’ meeting, shall it be less than thirty days in advance of such meeting.

 

(c) If the Stock Transfer Books are not closed and no record date is fixed for the determination of the stockholders of record, the date of which notice of the meeting is mailed, or on which the resolution of the Board of Directors declaring a dividend is adopted, as the case may be, shall be the record date for the determination of stockholders.

 

(d) When a determination of stockholders entitled to vote at any meeting has been made as provided in this section, this determination shall apply to any adjournment of the meeting, except when the determination has been made by the closing of the Stock Transfer Books and the stated period of closing has expired.

Section 6. Presiding Officer; Order of Business

 

(a) Meetings of the stockholders shall be presided over by the Chairman of the Board, or, if he or she is not present, by the Chief Executive Officer, or if not present, by the President, or if he or she is not present, by a Vice-President, or if neither the Chairman of the Board nor the Chief Executive Officer nor the President nor a Vice-President is present, by a chairman to be chosen by a majority of the stockholders entitled to vote at the meeting who are present in person or by proxy. The Secretary of the Corporation, or, in her or his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the stockholders present at the meeting shall choose any person present to act as secretary of the meeting.

 

(b) The order of business shall be as follows:

 

  1. Call of meeting to order.

 

  2. Proof of notice of meeting.

 

  3. Reading of minutes of last previous annual meeting.

 

  4. Reports of officers.

 

  5. Reports of committees.

 

  6. Election of directors.

 

  7. Miscellaneous business.

Section 7. Voting.

 

(a)

As provided in the Articles of Incorporation, the Bylaws, and the laws of the State of Colorado at every meeting of the stockholders, each stockholder of the Corporation entitled to vote at the meeting shall have, as to each matter submitted to a vote, one vote in person or by proxy for each share of stock having voting rights registered in his or her

 

- 3 -

  name on the books of the Corporation. A stockholder may vote his or her shares through a proxy appointed by a written instrument signed by the stockholder or by a duly authorized attorney-in-fact and delivered to the secretary of the meeting. No proxy shall be valid after three months from the date of its execution unless a longer period is expressly provided.

 

(b) A majority vote of those shares entitled to vote and represented at the meeting, a quorum being present, shall be the act of the meeting except that in electing directors a plurality of the votes cast shall elect.

 

(c) At all elections of directors, the voting shall be by ballot.

Section 8. List of Stockholders.

 

(a) A complete list of the stockholders of the Corporation entitled to vote at the ensuing meeting, arranged in alphabetical order, and showing the address of, and number of shares owned by, each stockholder shall be prepared by the Secretary, or other officer of the Corporation having charge of the Stock Transfer Books. This list shall be kept on file for a period of at least ten days prior to the meeting at the principal office of the Corporation and shall be subject to inspection during the usual business hours of such period by any stockholder. This list shall also be available at the meeting and shall be open to inspection by any stockholder at any time during the meeting.

 

(b) The original Stock Transfer Books shall be prima facie evidence as to who are the stockholders entitled to examine the list or to vote at any meeting of the stockholders.

 

(c) Failure to comply with the requirements of this section shall not affect the validity of any action taken at any meetings of the stockholders.

ARTICLE III. DIRECTORS.

Section 1. Number, Qualification, Term, Quorum, and Vacancies.

 

(a) The property, affairs and business of the Corporation shall be managed by a Board of Directors of four persons. Except as provided, directors shall be elected at the annual meeting of the stockholders and each director shall serve for one year and/or until his or her successor shall be elected and qualify.

 

(b) The number of directors may be increased or decreased from time to time by an amendment to these Bylaws. Any increased number of directors shall be elected by the stockholders at the next regular annual meeting or at a special meeting called for that purpose. The number of directors shall never be less than two.

 

(c) Directors need not be stockholders of the Corporation.

 

- 4 -

(d) A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business. If, at any meeting of the Board of Directors, there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall have been obtained. In case there are vacancies on the Board of Directors, other than vacancies created by the removal of a director or directors by the stockholders or by an increase in the number of directors, the remaining directors, although less than a quorum, may by a majority vote elect a successor or successors for the unexpired term or terms.

Section 2. Meetings.

Meetings of the Board of Directors may be held either within or without the State of Colorado. Meetings of the Board of Directors shall be held at those times as are fixed from time to time by resolution of the Board. Special meetings may be held at any time upon call of the Chairman of the Board, the Chief Executive Officer, the President, or a Vice-President, or a majority of directors, upon written or telegraphic notice deposited in the U.S. mail or delivered to the telegraph company at least thirty days prior to the day of the meetings. A meeting of the Board of Directors may be held without notice immediately following the annual meeting of the stockholders. Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board of Directors nor need notice be given of adjourned meetings. Meetings may be held at any time without notice if all the directors are present or if, before the meeting, those not present waive such notice in writing. Notice of a meeting of the Board of Directors need not state the purpose of, nor the business to be transacted at, any meeting.

Section 3. Removal.

 

(a) At any meeting of the stockholders, any director or directors may be removed from office, without assignment of any reason, by a majority vote of the shares or class of shares, as the case may be, which elected the director or directors to be removed, provided, however, that if less than all the directors are to be removed, no individual director shall be removed if the number of votes cast against her or his removal would be sufficient, if cumulatively voted at an election of the entire board, to elect one or more directors.

 

(b) When any director or directors are removed, new directors may be elected at the same meeting of the stockholders for the unexpired term of the director or directors removed. If the stockholders fail to elect persons to fill the unexpired term or terms of the director or directors removed, these unexpired terms shall be considered vacancies on the board to be filled by the remaining directors.

 

- 5 -

Section 4. Indemnification.

 

(a) The Corporation shall indemnify each of its directors, officers, and employees whether or not then in service as such (and his or her executor, administrator and heirs), against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been made a party because he or she is or was a director, officer or employee of the Corporation. The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the Corporation for negligence or misconduct in the performance of his or her duties, or was derelict in the performance of his or her duty as director, officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his or her office or employment. The right to indemnity for expenses shall also apply to the expenses of suits which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement.

 

(b) The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such director, officer or employee may be entitled.

Section 5. Compensation.

Directors, and members of any committee of the Board of Directors, shall be entitled to any reasonable compensation for their services as directors and members of any committee as shall be fixed from time to time by resolution of the Board of Directors, and shall also be entitled to reimbursement for any reasonable expense incurred in attending those meetings. The compensation of directors may be on any basis as determined in the resolution of the Board of Directors. Any director receiving compensation under these provisions shall not be barred from serving the Corporation in any other capacity and receiving reasonable compensation for such other services.

Section 6. Committees.

 

(a) The Board of Directors, by a resolution or resolutions adopted by a majority of the members of the whole Board, may appoint an Executive Committee, an Audit Committee, and any other committees as it may deem appropriate. Each committee shall consist of at least one member of the Board of Directors. Each committee shall have and may exercise any and all powers as are conferred or authorized by the resolution appointing it. A majority of each committee may determine its action and may fix the time and place of its meetings, unless provided otherwise by the Board of Directors. The Board of Directors shall have the power at any time to fill vacancies in, to change the size of membership of, and to discharge any committee.

 

- 6 -

(b) Each committee shall keep a written record of its acts and proceedings and shall submit that record to the Board of Directors at each regular meeting and at any other times as requested by the Board of Directors. Failure to submit the record, or failure of the Board to approve any action indicated therein will not, however, invalidate the action to the extent it has been carried out by the Corporation prior to the time the record of such action was, or should have been, submitted to the Board of Directors as provided.

Section 7. Dividends.

Subject always to the provisions of law and the Articles of Incorporation, the Board of Directors shall have full power to determine whether any, and, if so, what part, of the funds legally available for the payment of dividends shall be declared in dividends and paid to the stockholders of the Corporation. The Board of Directors may fix a sum which may be set aside or reserved over and above the paid-in capital of the Corporation for working capital or as a reserve for any proper purpose, and from time to time may increase, diminish, and vary this fund in the Board’s absolute judgment and discretion.

ARTICLE IV. OFFICERS.

Section 1. Number.

The officers of the Corporation shall be a Chairman of the Board, Chief Executive Officer or President, a Chief Financial Officer or Treasurer, and a Secretary. In addition, there may be a Controller, one or more Vice-Presidents, and one or more Assistant Secretaries in addition to such other subordinate officers as the Board of Directors may deem necessary. A person may hold more than one office.

Section 2. Term of Office.

The principal officers shall be chosen annually by the Board of Directors at the first meeting of the Board following the stockholders’ annual meeting, or as soon as is conveniently possible. Subordinate officers may be elected from time to time. Each officer shall serve until his or her successor shall have been chosen and qualified, or until his, death, resignation, or removal.

Section 3. Removal.

Any officer may be removed from office with or without cause, at any time by the affirmative vote of a majority of the Board of Directors then in office. Such removal shall not prejudice the contract rights, if any, of the person so removed.

Section 4. Vacancies.

Any vacancy in any office from any cause may be filled for the unexpired portion of the term by the Board of Directors.

 

- 7 -

Section 5. Duties.

 

(a) The Chairman of the Board shall preside at all meetings of the stockholders and the Board of Directors. Except where, by law, the signature of the President is required, the Chairman shall possess the same power as the President to sign all certificates, contracts, and other instruments of the Corporation which may be authorized by the Board of Directors.

 

(b) The Chief Executive Officer shall have general active management of the business of the corporation, and in the absence of the Chairman of the Board, shall preside at all meetings of the shareholders and the Board of Directors; and shall see that all orders and resolutions of the Board of Directors are carried into effect.

 

(c) The President, in the absence of the Chairman of the Board, shall preside at all meetings of the stockholders and the Board of Directors. She or he shall have general supervision of the affairs of the Corporation, shall sign or countersign all certificates, contracts, or other instruments of the Corporation as authorized by the Board of Directors, shall make reports to the Board of Directors and stockholders, and shall perform any and all other duties as are incident to her or his office or are properly required of him or her by the Board of Directors.

 

(d) The Secretary, the Treasurer, and the Controller shall perform those duties as are incident to their offices, or are properly required of them by the Board of Directors, or are assigned to them by the Articles of Incorporation or these Bylaws. The Assistant Secretaries, if any, in the order of their seniority, shall, in the absence of the Secretary, perform the duties and exercise the powers of the Secretary, and shall perform any other duties as may be assigned by the Board of Directors.

 

(e) The Vice-Presidents, if any, in the order designated by the Board of Directors, shall exercise the functions of the President during the absence or disability of the President. Each Vice-President shall have any other duties as are assigned from time to time by the Board of Directors.

 

(f) Other subordinate officers appointed by the Board of Directors shall exercise any powers and perform any duties as may be delegated to them by the resolutions appointing them, or by subsequent resolutions adopted from time to time.

 

(g) In case of the absence or disability of any officer of the Corporation and of any person authorized to act in his or her place during such period of absence or disability, the Board of Directors may from time to time delegate the powers and duties of that officer to any other officer, or any director, or any other person whom it may select.

 

- 8 -

Section 6. Salaries

The salaries of all officers of the Corporation shall be fixed by the Board of Directors. No officer shall be ineligible to receive such salary by reason of the fact that he is also a Director of the Corporation and receiving compensation therefor.

ARTICLE V. CERTIFICATES OF STOCK.

Section 1. Form.

 

(a) The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock, certifying the number of shares represented thereby and in such form not inconsistent with the Articles of Incorporation as the Board of Directors may from time to time prescribe.

 

(b) The certificates of stock shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary or the Treasurer, and, if the corporation has a seal, sealed with the seal of the corporation. This seal may be a facsimile, engraved or printed. Where any certificate is manually signed by a transfer agent or a transfer clerk and by a registrar, the signatures of the President, Vice-President, Secretary, Assistant Secretary, or Treasurer upon that certificate may be facsimiles, engraved or printed. In case any officer who has signed or whose facsimile signature has been placed upon any certificate shall have ceased to be an officer before the certificate is issued, it may be issued by the corporation with the same effect as if that officer had not ceased to be so at the time of its issue.

Section 2. Subscriptions for Shares.

Unless the subscription agreement provides otherwise, subscriptions for shares, regardless of the time when they are made, shall be paid in full at that time, or in installments and at any periods, as shall be specified by the Board of Directors. All calls for payments on subscriptions shall carry the same terms with regard to all shares of the time class.

Section 3. Transfers.

 

(a) Transfers of shares of the capital stock of the Corporation shall be made only on the books of the Corporation by the registered owner, or by his or her duly authorized attorney, with a transfer clerk or transfer agent appointed as provided in Section 5 of this Article of the Bylaws, and on surrender of the certificate or certificates for those shares properly endorsed with all taxes paid.

 

- 9 -

(b) The person in whose name shares of stock stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. However, if any transfer of shares is made only for the purpose of furnishing collateral security, and that fact is made known to the Secretary of the Corporation, or to the Corporation’s transfer clerk or transfer agent, the entry of the transfer may record that fact.

Section 4. Lost, Destroyed, or Stolen Certificates

No certificate for shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed, or stolen except on production of evidence, satisfactory to the Board of Directors, of that loss, destruction or theft, and, if the Board of Directors so requires, upon the furnishing of an indemnity bond in such amount (but not to exceed twice the value of the shares represented by the certificate) and with such terms and surety as the Board of Directors, if any, in its discretion, require.

Section 5. Transfer Agent and Registrar.

The Board of Directors may appoint one or more transfer agents or transfer clerks and one or more registrars, and may require all certificates for shares to bear the signature or signatures of any of them.

ARTICLE VI. CORPORATE ACTIONS.

Section 1. Deposits.

The Board of Directors shall select banks, trust companies, or other depositories in which all funds of the Corporation not otherwise employed shall, from time to time, be deposited to the credit of the Corporation.

Section 2. Voting Securities Held by the Corporation.

Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act, and vote at any meeting of security holders of other corporations in which the Corporation may hold securities. At that meeting the President shall possess and may exercise any and all rights and powers incident to the ownership of those securities which the corporation might have possessed and exercised if it had been present. The Board of Directors may, from time to time, confer like powers upon any other person or persons.

ARTICLE VII. CORPORATE SEAL.

The corporate may or may not have a corporate seal. If the Corporation adopts a corporate seal, it shall consist of two concentric circles, between which shall be the name of the Corporation, and in the center of which shall be inscribed the year of its incorporation and the words “Corporate Seal, State of Colorado”.

 

- 10 -

ARTICLE VIII. AMENDMENT OF BYLAWS.

The Board of Directors shall have the power to amend, alter or repeal these Bylaws, and to adopt new Bylaws, from time to time, by an affirmative vote of a majority of the whole Board as then constituted, provided that notice of the proposal to make, alter, amend, or repeal the Bylaws was included in the notice of the directors’ meeting at which such action takes place. At the next stockholders’ meeting following any action by the Board of Directors, the stockholders, by a majority vote of those present and entitled to vote, shall have the power to alter or repeal Bylaws newly adopted by the Board of Directors, or to restore to their original status Bylaws which the Board may have altered or repealed, and the notice of such stockholders’ meeting shall include notice that the stockholders will be called on to ratify the action taken by the Board of Directors with regard to the Bylaws.

I hereby certify that the foregoing is a full, true and correct copy of the Bylaws of LoradoChem, Inc., a corporation of the State of Colorado, as in effect on the date hereof.

WITNESS my hand and the seal of the corporation this      day of April, 2009.

 

LOGO

(THIS CORPORATION

HAS NO SEAL)

 

- 11 -

EX-3.50 49 d772859dex350.htm EX-3.50 EX-3.50

Exhibit 3.50

Michigan Department of Energy, Labor & Economic Growth

Filing Endorsement

This is to Certify that the ARTICLES OF INCORPORATION - PROFIT

for

PERRIGO SOURCING SOLUTIONS, INC.

ID NUMBER: 02669X

received by facsimile transmission on August 3, 2009 is hereby endorsed

Filed on August 4, 2009 by the Administrator.

 

The document is effective on the date filed, unless a

subsequent effective date within 90 days after

received date is stated in the document.

 

LOGO   

In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 11TH day of August, 2009.

 

LOGO

  

                     , Deputy Director

 

LOGO

ARTICLES OF INCORPORATION

For use by Domestic Profit Corporations

(Please read information and instructions on the last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned executes the following Articles:

ARTICLE I

The name of the corporation is Perrigo Sourcing Solutions, Inc.

ARTICLE II

The purpose of the corporation is to engage in any one or more lawful acts or activities within the purposes for which a corporation may: be formed under the Michigan Business Corporation Act.

ARTICLE III

The total authorized capital stock of the corporation is 60,000 shares of common stock all of one class.

ARTICLE IV

The street address (which is the mailing address) of the initial registered office of the corporation is 601 Abbott Road, East Lansing, Michigan 48823.

The name of the resident agent at the registered office is CSC-Lawyers Incorporating Service (Company).

ARTICLE V

The name and address of the incorporator are as follows:

 

Name    Address

Todd W. Kingma

   

515 Eastern Avenue

Allegan, Michigan 49010-9070

ARTICLE VI

When a compromise or arrangement or a plan of reorganization of the corporation is proposed between the corporation and its creditors or any class of them or between the corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of the corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of the corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on the corporation.

ARTICLE VII

Any action required or permitted by the Michigan Business Corporation Act, these Articles, or the bylaws of the corporation to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented to the action in writing.

 

- 2 -

An electronic transmission consenting to an action transmitted by a shareholder or proxy holder, or by a person authorized to act for the shareholder or proxy holder, shall be considered written, signed, and dated if the electronic transmission is delivered with information from which the corporation can determine (a) that the electronic transmission was transmitted by the shareholder or proxy holder, or by the person authorized to act for the shareholder or proxy holder, and (b) the date on which the electronic transmission was transmitted. The date on which an electronic transmission is transmitted is the date on which the consent was signed. A consent given by electronic transmission is not delivered until it is received by the Secretary or any other designated officer of the corporation and reproduced in paper form by the corporation.

ARTICLE VIII

The corporation shall indemnify any director of the corporation who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that he or she is or was a director, or is or was serving at the request of the corporation in another capacity, to the fullest extent permitted (in the absence of rights granted under these Articles, the corporation’s bylaws, or a contractual agreement) by the Michigan Business Corporation Act. The corporation may further indemnify directors, and may indemnify persons who are not directors, to the extent authorized by the Michigan Business Corporation Act, bylaw, resolution of the board of directors, or contractual agreement authorized by the board of directors. A change in the Michigan Business Corporation Act, these Articles, or the bylaws that reduces the scope of indemnification shall not apply to any action or omission that occurs before the change.

ARTICLE IX

A director of the corporation shall not be liable to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except that a director’s liability is not limited for:

(1) the amount of a financial benefit received by a director to which he or she is not entitled;

(2) intentional infliction of harm on the corporation or the shareholders;

(3) a violation of section 551 of the Michigan Business Corporation Act; or

(4) an intentional criminal act.

If the Michigan Business Corporation Act is amended to further eliminate or limit the liability of a director, then a director of the corporation (in addition to the circumstances in which a director is not liable as set forth in the preceding paragraph) shall, to the fullest extent permitted by the Michigan Business Corporation Act, as so amended, not be liable to the corporation or its shareholders. No amendment to or modification or repeal of this Article shall increase the liability of any director of the corporation for; or with respect to any acts or omissions of such director occurring prior to such amendment, modification, or repeal.

 

- 3 -

ARTICLE X

The corporation may amend or repeal any provision contained in these Articles and add Articles in the manner prescribed by statute.

The incorporator has executed these Articles of Incorporation on July 31, 2009.

 

/s/  Todd W. Kingma
Todd W. Kingma Incorporator

 

- 4 -

EX-3.51 50 d772859dex351.htm EX-3.51 EX-3.51

Exhibit 3.51

 

 

BYLAWS

OF

PERRIGO SOURCING SOLUTIONS, INC.

TABLE OF CONTENTS

 

         Page  

ARTICLE 1 SHAREHOLDERS

      1   
1.1  

Time and Place of Meetings

      1   
1.2  

Annual Meetings of Shareholders

      1   
1.3  

Special Meetings

      1   
1.4  

Notice of Meetings

      1   
1.5  

Shareholder Proposals

      1   
1.6  

Adjournments

      2   
1.7  

Waiver of Notice

      3   
1.8  

List of Shareholders Entitled to Vote

      3   
1.9  

Quorum

      3   
1.10  

Voting Rights

      4   
1.11  

Vote Required

      4   
1.12  

Class Voting

      4   
1.13  

Participation in Meeting by Remote Communication

      4   
1.14  

Electronic Meeting

      4   
1.15  

Conduct of Meetings

      4   
1.16  

Business Transacted

      5   
1.17  

Action Without a Meeting

      5   
1.18  

Record Date

      6   
1.19  

Proxies

      7   

ARTICLE 2 DIRECTORS

      8   
2.1  

Powers

      8   
2.2  

Number and Term of Directors

      8   
2.3  

Vacancies

      8   
2.4  

Removal

      8   
2.5  

Resignation

      8   
2.6  

Directors’ Compensation

      8   
2.7  

Regular Meetings

      8   
2.8  

Special Meetings

      9   
2.9  

Notice of Meetings

      9   
2.10  

Waiver of Notice

      9   
2.11  

Purpose of Meetings

      9   
2.12  

Quorum and Required Vote

      9   
2.13  

Action by Written Consent

      9   
2.14  

Electronic Participation in Meeting

      10   
2.15  

Committees of Directors

      10   

ARTICLE 3 OFFICERS

      11   
3.1  

Appointment

      11   
3.2  

Term and Removal

      11   
3.3  

Chairperson of the Board

      11   

 

- i -

3.4  

Vice Chairperson of the Board

      11   
3.5  

President

      11   
3.6  

Vice Presidents

      12   
3.7  

Secretary

      12   
3.8  

Treasurer

      12   
3.9  

Assistant Secretaries and Assistant Treasurers

      12   
3.10  

Other Officers

      12   
ARTICLE 4 INDEMNIFICATION      12   
4.1  

Indemnification in Action by Third Party

      12   
4.2  

Indemnification in Action by or in Right of the Corporation

      13   
4.3  

Expenses

      13   
4.4  

Determination, Evaluation, and Authorization of Indemnification

      13   
4.5  

Advances

      16   
4.6  

Other Indemnification Agreements

      16   
4.7  

Insurance

      16   
4.8  

Constituent Corporation

      17   
4.9  

Definitions

      17   
ARTICLE 5 SHARE CERTIFICATES AND TRANSFERS      17   
5.1  

Share Certificates; Required Signatures

      17   
5.2  

Issuance of Shares Without Certificates

      17   
5.3  

Replacement of Certificates

      18   
5.4  

Registered Shareholders

      18   
5.5  

Transfer Agent and Registrar

      18   
5.6  

Transfer of Shares

      18   
ARTICLE 6 GENERAL PROVISIONS      18   
6.1  

Dividends or Other Distributions

      18   
6.2  

Voting of Securities

      18   
6.3  

Checks

      18   
6.4  

Signing of Instruments

      19   
6.5  

Corporate Books and Records

      19   
6.6  

Seal

      19   
ARTICLE 7 AMENDMENTS      19   

 

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BYLAWS

OF

PERRIGO SOURCING SOLUTIONS, INC.

Adopted and effective as of July 31, 2009

ARTICLE 1

SHAREHOLDERS

1.1 Time and Place of Meetings. Shareholder meetings shall be held at the corporation’s principal executive office during regular business hours or at such other time and place as the board of directors determines.

1.2 Annual Meetings of Shareholders. An annual meeting of shareholders shall, unless action to be taken at the meeting is instead taken by written consent as permitted by law, be held on such date and time as the board of directors determines.

1.3 Special Meetings. The board of directors, the Chairperson of the board of directors, or the President of the corporation may call a special meeting of shareholders by giving notice of the meeting to each shareholder entitled to vote at the meeting.

1.4 Notice of Meetings. Written notice of the date, time, place, if any, and purposes of a shareholder meeting shall be given not less than 10 nor more than 60 days before the date of the meeting, either personally, by mail, or, if authorized by the board of directors, by a form of electronic transmission to which the shareholder has consented, to each shareholder of record entitled to vote at the meeting. For the purposes of these bylaws, “electronic transmission” means any form of communication that does not directly involve the physical transmission of paper, that creates a record that may be retained and retrieved by the recipient and that may be reproduced in paper form by the recipient through an automated process. If, as authorized by the board of directors, a shareholder or proxy holder may be present and vote at the meeting by remote communication, the means of remote communication allowed shall be specified in the notice of the meeting. Notice of the purposes of the meeting shall include notice of any shareholder proposals that are proper subjects for shareholder action and are intended to be presented by shareholders who have notified the corporation in writing of their intention to present the proposals at the meeting in accordance with these bylaws.

1.5 Shareholder Proposals. Except as otherwise provided by statute, the articles of incorporation, or these bylaws:

(a) No matter may be presented for shareholder action at an annual or special meeting of shareholders unless such matter is: (i) specified in the notice of the meeting (or any supplement to the notice) given by or at the direction of the

board of directors, Chairperson, or President; (ii) otherwise presented at the meeting by or at the direction of the board of directors, Chairperson, or President; (iii) properly presented for action at the meeting by a shareholder in accordance with the notice provisions set forth in this Section and any other applicable requirements; or (iv) a matter accepted for presentation by the Chairperson in his or her sole discretion.

(b) For a matter to be properly presented by a shareholder and to be included in the notice of the purposes of a shareholder meeting, the shareholder must have given timely notice of the matter in writing to the Secretary, President, or Chairperson of the corporation. If notice of a proper shareholder proposal is received at the principal executive office of the corporation not later than the first day of the corporation’s fiscal year, the matter shall be included in the notice of the purposes of, and may be presented at, the first shareholder meeting held after the end of the 3rd calendar month of the corporation’s fiscal year. The notice by the shareholder must set forth: (i) a brief description of the matter the shareholder desires to present for shareholder action; (ii) the name and record address of the shareholder proposing the matter for shareholder action; and (iii) any material interest of the shareholder in the matter proposed for shareholder action.

(c) Shareholder proposals must be proper subjects for shareholder action. A submitted proposal or matter shall be omitted if it: (i) relates to the enforcement of a personal claim or the redress of a personal grievance against the corporation, its management, or any other person, (ii) consists of a recommendation, request, or mandate that action be taken with respect to a matter, including a general economic, political, racial, religious, social, or similar cause, that is not significantly related to the corporation’s business or is not within the corporation’s power to effectuate, (iii) has at the shareholder’s request previously been submitted in either of the last two annual shareholder meetings and the shareholder has failed to present the proposal, in person or by proxy, for action at the meeting, (iv) is substantially similar to a matter or proposal that has previously been presented at any of the preceding five annual shareholder meetings and the matter or proposal received less than 10% of the total number of votes cast, or (v) consists of a recommendation or request that the management take action with respect to a matter relating to the conduct of the corporation’s ordinary business operations.

1.6 Adjournments. If a meeting is adjourned, it is not necessary to give notice of the adjourned meeting if (a) the date, time, and place, if any, to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and (b) at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. A shareholder or proxy holder may be present and vote at the adjourned meeting by means of remote communication if he or she was permitted to be present and vote by that means of remote communication in the original meeting notice. If after the adjournment the board of directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with Section 1.4.

 

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1.7 Waiver of Notice. A shareholder or a shareholder’s attorney-in-fact may waive the shareholder’s right to notice before or after a meeting by a signed waiver of notice. A shareholder’s attendance at a meeting will result in a waiver of objection to:

(a) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(b) consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

1.8 List of Shareholders Entitled to Vote. The officer or agent having charge of the stock transfer books for shares of the corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholder meeting or any adjournment thereof. The list shall be:

(a) arranged alphabetically within each class and series, with the address of, and the number of shares held by, each shareholder;

(b) produced at the time and place of the meeting;

(c) subject to inspection by any shareholder at any time during the meeting; and

(d) prima facie evidence as to who are the shareholders entitled to examine the list or to vote at the meeting.

If the meeting is held solely by means of remote communication, then the list shall be open to the examination of any shareholder during the entire meeting by posting the list on a reasonably accessible electronic network and the information required to access the list shall be provided with the notice of the meeting. Failure to comply with the requirements of this Section shall not affect the validity of an action taken at the meeting before a shareholder makes a demand to comply with the requirements.

1.9 Quorum. Unless a greater quorum is required by the articles of incorporation or statute, shares entitled to cast a majority of the votes at a shareholder meeting constitute a quorum at the meeting. The shareholders present in person or by proxy at the meeting are counted for the purpose of determining a quorum. Once a quorum is present, business may be conducted until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the shares present. When the holders of a class or series of shares are entitled to vote separately on an item of business, each class or series must have a quorum, as determined by this Section, for the purpose of transacting the item of business.

 

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1.10 Voting Rights. Except as otherwise provided by statute or the articles of incorporation, each share is entitled to one vote on each matter submitted to a vote.

1.11 Vote Required. An action, other than the election of directors, to be taken by shareholder vote shall be authorized by a majority of the votes cast by shareholders entitled to vote on the action, unless a greater vote is required by statute or the articles of incorporation. Unless the articles of incorporation provide otherwise, directors shall be elected by a plurality of votes cast. Shareholders may not cumulate their votes.

1.12 Class Voting. If the articles of incorporation provide that a class of shares or a series of a class shall vote as a class, either generally or to authorize one or more specified actions, such voting as a class or series shall be in addition to any other required vote. Where voting as a class or series is provided in the articles of incorporation, it shall be by the proportionate vote provided in the articles or, if a proportionate vote is not so provided, then for any action other than the election of directors, the action shall be authorized by a majority of the votes cast by the holders of the class or series entitled to vote on the action, unless a greater vote is required by statute or the articles of incorporation.

1.13 Participation in Meeting by Remote Communication. A shareholder may participate in a shareholder meeting by a conference telephone or by other means of remote communication through which all persons participating in the meeting may communicate with the other participants, if (a) the board of directors authorizes such participation; (b) all participants are advised of the means of remote communication and the names of the participants in the meeting; (c) the corporation implements reasonable measures to verify that each person considered present and permitted to vote at the meeting by means of remote communication is a shareholder or proxy holder; (d) the corporation implements reasonable measures to provide each shareholder and proxy holder a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and (e) if any shareholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action is maintained by the corporation. Such participation in a meeting constitutes presence in person at the meeting.

1.14 Electronic Meeting. Unless otherwise restricted by the articles of incorporation or these bylaws, the board of directors may hold a meeting of shareholders solely by means of remote communication if the requirements of Section 1.13 are met.

1.15 Conduct of Meetings. Shareholder meetings shall be conducted as follows:

(a) The Chairperson of the meeting shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting. Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.

 

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(b) The Chairperson of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall close upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes nor any revocations or changes to ballots, proxies, or votes may be accepted.

(c) If disorder arises that prevents the continuation of the business of the meeting, the Chairperson may adjourn the meeting.

(d) The Chairperson may require any person who is not a shareholder of record or holding a proxy to leave the meeting.

1.16 Business Transacted. The business effectively transacted at a shareholder meeting shall be confined to the following:

(a) any matter specified in the notice or reasonably related to a matter specified in the notice; and

(b) any matter (i) the consideration of which is not objected to by any shareholder attending the meeting, and (ii) notice of which is waived by all shareholders not attending the meeting.

1.17 Action Without a Meeting. Any action required or permitted to be taken at a shareholder meeting may be taken without a meeting, without prior notice, and without a vote, if:

(a) before or after the action all the shareholders entitled to vote at the meeting consent in writing or, if authorized by the board of directors, by a form of electronic transmission; or

(b) the articles of incorporation provide for shareholder action without a meeting, and consents in writing setting forth the action taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. A written consent under this Subsection (b) must bear the date of signature of each shareholder who signs the consent and is not effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be made to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a

 

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corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented in writing.

An electronic transmission consenting to an action transmitted by a shareholder or proxy holder, or by a person authorized to act for the shareholder or proxy holder, is written, signed, and dated for the purposes of this Section if the electronic transmission is delivered with information from which the corporation can determine that the electronic transmission was transmitted by the shareholder or proxy holder, or by the person authorized to act for the shareholder or proxy holder, and the date on which the electronic transmission was transmitted. The date on which an electronic transmission is transmitted is the date on which the consent was signed for purposes of this Section. A consent given by electronic transmission is not delivered until it is received by the Secretary or any other designated officer of the corporation and reproduced in paper form by the corporation.

1.18 Record Date.

(a) For the purpose of determining shareholders entitled to notice of and to vote at a shareholder meeting or an adjournment of a meeting, the board of directors shall fix a record date, which shall not precede the date on which the board adopts the resolution fixing the record date. The date shall not be more than 60 nor less than 10 days before the date of the meeting. If a record date is not fixed, the record date for determination of shareholders entitled to notice of or to vote at a shareholder meeting shall be the close of business on the day next preceding the day on which notice is given or, if no notice is given, the day next preceding the day on which the meeting is held. When a determination of shareholders of record entitled to notice of or to vote at a shareholder meeting is made as provided in this Section, the determination applies to any adjournment of the meeting, unless the board of directors fixes a new record date under this Section for the adjourned meeting.

(b) For the purpose of determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, the board of directors shall fix a record date, which shall not precede the date on which the board adopts the resolution fixing the record date and shall not be more than 10 days after the board resolution. If a record date is not fixed and prior action by the board of directors is required with respect to the corporate action to be taken without a meeting, the record date is the close of business on the day on which the board resolution is adopted. If a record date is not fixed and prior board action is not required, the record date is the first date on which a signed written consent is delivered to the corporation as provided in these bylaws.

 

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(c) For the purpose of determining shareholders entitled to receive payment of a share dividend or distribution, or allotment of a right, or for the purpose of any other action, the board of directors shall fix a record date, which shall not precede the date on which the board adopts the resolution fixing the record date. The date shall not be more than 60 days before the payment of the share dividend or distribution, allotment of a right, or other action. If a record date is not fixed, the record date is the close of business on the day on which the board resolution relating to the corporate action is adopted.

1.19 Proxies. A shareholder entitled to vote at a shareholder meeting or to express consent or dissent without a meeting may authorize one or more other persons to act for the shareholder by proxy only by one of the following methods:

(a) The execution of a writing authorizing another person or persons to act for the shareholder as proxy. Execution may be accomplished by the shareholder or by an authorized officer, director, employee, or agent of the shareholder by either signing the writing or causing his or her signature to be affixed to the writing by any reasonable means including, but not limited to, facsimile signature; or

(b) Transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will hold the proxy or to a proxy solicitation firm, proxy support service organization, or similar agent fully authorized by the person who will hold the proxy to receive that transmission. Any telegram, cablegram, or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram, or other electronic transmission was authorized by the shareholder. If a telegram, cablegram, or other electronic transmission is determined to be valid, the inspectors, or, if there are no inspectors, the persons making the determination shall specify the information upon which they relied.

A copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission created pursuant to Subsection (a) or (b) may be substituted or used in lieu of the original writing or transmission for any purpose for which the original writing or transmission could be used, if the copy, facsimile telecommunication, or other reproduction is a complete reproduction of the entire original writing or transmission.

A proxy is not valid after the expiration of three years from its date unless otherwise provided in the proxy. A proxy must be filed with the corporation at or before the meeting.

 

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ARTICLE 2

DIRECTORS

2.1 Powers. The corporation’s business and affairs shall be managed by or under the direction of the board of directors, except as otherwise provided by statute or the articles of incorporation.

2.2 Number and Term of Directors. The board of directors shall consist of one or more directors as determined initially by the incorporator(s) and, thereafter, from time to time by the board of directors. A director need not be a shareholder. The first board of directors shall hold office until the first annual shareholder meeting. Directors shall be elected at each annual shareholder meeting, except as provided in Section 2.3, and each director shall hold office until a successor is elected and qualified, or until his or her resignation or removal. If shareholders of any class or series of shares have the exclusive right to elect one or more directors, those directors may be elected only by the vote of those shareholders.

2.3 Vacancies. Except as otherwise provided in the articles of incorporation, a vacancy occurring in the board (including a vacancy resulting from an increase in the number of directors) may be filled by the shareholders, by the board or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of the remaining directors. Except as otherwise provided in the articles of incorporation, if the holders of any class of shares or series are entitled to elect one or more directors to the exclusion of other shareholders, vacancies of that class or series may be filled by a majority of the directors elected by the holders of that class or series then in office whether or not those directors constitute a quorum or by the holders of shares of that class or series. A vacancy that will occur at a specific date, by reason of resignation effective at a later date, may be filled before the vacancy occurs, but the newly elected or appointed director may not take office until the vacancy occurs.

2.4 Removal. The holders of a majority of the shares entitled to vote at an election of directors may remove one or more directors with or without cause.

2.5 Resignation. A director may resign by written notice to the corporation. A resignation is effective upon its receipt by the corporation or at a later time specified in the notice.

2.6 Directors’ Compensation. The board of directors, by affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, may establish reasonable compensation for a director’s services to the corporation as a director or officer. Directors may also be reimbursed for their expenses, if any, of attendance at each meeting of the board or a committee.

2.7 Regular Meetings. Regular meetings of the board of directors shall be held at the date, time, and place that the board determines. A notice to directors is not required for a regular meeting, except that, when the board establishes or thereafter changes the schedule of regular meetings, or changes the date, time, or place of a previously scheduled regular meeting, notice of the action shall be given to each director who was absent from the meeting at which the action was taken.

 

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2.8 Special Meetings. The Chairperson, the President, or directors constituting at least one-third of the directors then in office may call a special meeting of the board of directors by giving notice to each director.

2.9 Notice of Meetings. Except as otherwise provided by these bylaws, notice of the date, time, and place of each meeting of the board of directors shall be given to each director by either of the following methods:

(a) by mailing a written notice of the meeting to the address that the director designates or, in the absence of designation, to the last known address of the director, at least five days before the date of the meeting; or

(b) by delivering a written notice of the meeting to the director at least one full business day before the meeting, personally or by a form of electronic transmission to which the director has consented, to the director’s last known office or home.

2.10 Waiver of Notice. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting, unless, at the beginning of the meeting or promptly upon the director’s arrival, the director objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. A director may waive notice in writing or by electronic transmission before or after a meeting.

2.11 Purpose of Meetings. Neither the business to be transacted at, nor the purpose of, a regular or special meeting need be specified in the notice or waiver of notice of the meeting. If the purpose is stated in the notice, the business transacted at the meeting is not limited to the purpose stated.

2.12 Quorum and Required Vote. A majority of the directors then in office, or of the members of a committee of the board of directors, constitutes a quorum for the transaction of business, unless the articles of incorporation, these bylaws, or, in the case of a committee, the board resolution establishing the committee, provide for a larger or smaller number. The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the board or of the committee, unless the vote of a larger number is required by statute, the articles of incorporation, these bylaws, or, in the case of a committee, the board resolution establishing the committee.

2.13 Action by Written Consent. Action required or permitted to be taken under authorization voted at a meeting of the board of directors or a committee of the board may be taken without a meeting if, before or after the action, all members of the board then in office or of the committee consent to the action in writing or by electronic transmission. The written consents shall be filed with the minutes of the board or committee. The consent has the same effect as a vote of the board or committee for all purposes.

 

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2.14 Electronic Participation in Meeting. A member of the board of directors or of a committee of the board may participate in a meeting by means of conference telephone or other means of remote communication through which all persons participating in the meeting can communicate with each other. Such participation in a meeting constitutes presence in person at the meeting. A director must be permitted to participate in a meeting by such means if the director so requests.

2.15 Committees of Directors.

(a) The board of directors may designate one or more committees consisting of one or more directors. The board may designate one or more directors as alternate members of a committee, who may replace an absent or disqualified member at a meeting of the committee. Unless prohibited by the board resolution creating the committee, in the absence or disqualification of a committee member, the committee members present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of the absent or disqualified member.

(b) A committee, to the extent provided in the board resolution creating the committee, may exercise all of the board’s power and authority in the management of the business and affairs of the corporation, except that a committee may not: (i) amend the articles of incorporation, except that a committee may prescribe the relative rights and preferences of the shares of any series designated in the articles of incorporation; (ii) adopt an agreement of merger or share exchange; (iii) recommend to shareholders the sale, lease, or exchange of all or substantially all of the corporation’s property and assets; (iv) recommend to shareholders a dissolution of the corporation or a revocation of a dissolution; (v) amend the bylaws of the corporation; or (vi) fill vacancies in the board of directors. Unless the articles of incorporation, these bylaws, or a resolution of the board of directors expressly so provides, a committee may not declare a distribution or dividend or authorize the issuance of stock.

(c) A committee exists, and each member serves, at the pleasure of the board. A committee may establish a time and place for regular meetings, for which no notice is required, except that, if the committee changes the date, time, or place of a regular meeting, notice of the change shall be given to each member who was absent from the meeting at which the change was made. Otherwise, a notice of a committee meeting shall be given in the same manner as a notice of a board meeting.

 

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ARTICLE 3

OFFICERS

3.1 Appointment. The board of directors, at its first meeting following appointment by the incorporator(s) and thereafter at its first meeting following the annual shareholder meeting, shall appoint a President, Secretary, and Treasurer and may elect from their number a Chairperson and one or more Vice Chairpersons. The board may also appoint one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers and agents that it deems necessary. The board of directors need not appoint or elect an officer to an office that is already filled and whose specified term has not expired. The same person may hold two or more offices, but an officer may not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law, the articles of incorporation, or these bylaws to be executed, acknowledged, or verified by two or more officers.

3.2 Term and Removal. An officer shall hold office for the term the board specifies upon election or appointment and until a successor is elected or appointed and qualified, or until the officer’s resignation or removal. The board may remove an officer with or without cause. An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a later date specified in the notice.

3.3 Chairperson of the Board. The Chairperson of the board, if one is elected, shall preside when present at all meetings of the shareholders and the board of directors. The Chairperson shall perform any other duties and exercise any other authority that the board prescribes and, unless otherwise provided by board resolution, is an ex officio member of all committees. Except where by law the signature of the President is required, the Chairperson possesses the same power and authority as the President to make and execute contracts, instruments, papers, and documents of every kind in the name of and on behalf of the corporation.

3.4 Vice Chairperson of the Board. During the unavailability or disability of the Chairperson, or while that office is vacant, the Vice Chairpersons, in the order the board designates, may exercise all of the powers and discharge all of the duties of the Chairperson. A Vice Chairperson shall perform any other duties that the board prescribes.

3.5 President. The President shall be the corporation’s chief executive officer and have the general control and management of its business, under the direction of the board. The President shall ensure that all orders and resolutions of the board are carried into effect. Unless the board specifically provides otherwise, the President shall be an ex officio member of all committees. The President shall perform all duties incident to the office of President and other duties that the board prescribes. The President may make and execute contracts, instruments, papers, and documents of every kind in the name and on behalf of the corporation, except when the board specifies the same to be done by another officer or agent. During the absence or disability of the Chairperson and the Vice Chairpersons, or while those offices are vacant, the President shall preside over all meetings of the board of directors and the shareholders and perform all of the duties and have all of the power and authority of the Chairperson.

 

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3.6 Vice Presidents. The board may designate one or more Vice Presidents to perform the duties and exercise the authority of the President during the President’s absence or disability. Each Vice President shall perform other duties that the President assigns or the board prescribes.

3.7 Secretary. The Secretary shall cause to be recorded and maintained minutes of all meetings of the board, board committees, and shareholders. The Secretary shall cause to be given all notices required by law, these bylaws, or resolution of the board and shall perform other duties that the President assigns or the board prescribes.

3.8 Treasurer. The Treasurer shall cause to be kept in books belonging to the corporation a full and accurate account of all receipts, disbursements, and other financial transactions of the corporation. The Treasurer shall perform other duties that the President assigns or the board prescribes.

3.9 Assistant Secretaries and Assistant Treasurers. An Assistant Secretary or an Assistant Treasurer may perform any duty or exercise any authority of the Secretary or Treasurer, respectively. An Assistant Secretary or Assistant Treasurer also shall perform duties that the Secretary or the Treasurer, respectively, or the President assigns or that the board prescribes.

3.10 Other Officers. The board of directors may appoint other officers to perform duties and exercise authority that the President assigns or the board prescribes.

ARTICLE 4

INDEMNIFICATION

4.1 Indemnification in Action by Third Party. The corporation shall indemnify any director and may indemnify any officer, employee, agent, or other person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in the right of the corporation), whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses (including attorneys’ fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and, with respect to a criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an

 

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action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

4.2 Indemnification in Action by or in Right of the Corporation. The corporation shall indemnify any director and may indemnify any officer, employee, agent, or other person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders. Indemnification shall not be made for a claim, issue, or matter in which the person shall have been found liable to the corporation except to the extent authorized by statute.

4.3 Expenses. To the extent that a director or officer of the corporation or any other person entitled to mandatory indemnification under Section 4.1 of this Article has been successful on the merits or otherwise in defense of an action, suit, or proceeding referred to in Section 4.1 or 4.2 of this Article, or in defense of a claim, issue, or matter in the action, suit, or proceeding, the corporation shall indemnify that person against actual and reasonable expenses (including attorneys’ fees), incurred by the person in connection with the action, suit, or proceeding and an action, suit, or proceeding brought to enforce the mandatory indemnification provided in this Section. The corporation may indemnify any other employee, agent or person who may be indemnified under Section 4.1 or 4.2 to the extent that person has been successful on the merits or otherwise against actual and reasonable expenses (including attorneys’ fees) incurred by the person in connection with the action, suit, or proceeding and an action, suit, or proceeding brought to enforce the mandatory indemnification provided in this Section.

4.4 Determination, Evaluation, and Authorization of Indemnification.

(a) Except as otherwise provided in Subsection (e) or unless ordered by a court, the corporation shall make an indemnification under Section 4.1 or 4.2 of this Article only upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 4.1 or 4.2 of this Article and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination and evaluation may be made in any of the following ways:

 

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(i) By a majority vote of a quorum of the board of directors consisting of directors who are not parties or threatened to be made parties to the action, suit, or proceeding.

(ii) If a quorum cannot be obtained under Subsection (i) above, by majority vote of a committee duly designated by the board and consisting solely of two or more directors not at the time parties or threatened to be made parties to the action, suit, or proceeding.

(iii) By independent legal counsel in a written opinion, which counsel shall be selected in one of the following ways:

(A) By the board or its committee in the manner prescribed in Subsection (i) or (ii) above.

(B) If a quorum of the board cannot be obtained under Subsection (i) above and a committee cannot be designated under Subsection (ii) above, by the board.

(iv) By all independent directors (as that term is defined in the Michigan Business Corporation Act) who are not parties or threatened to be made parties to the action, suit, or proceeding.

(v) By the shareholders, but shares held by directors, officers, employees, or agents who are parties or threatened to be made parties to the action, suit, or proceeding may not be voted.

(b) In the designation of a committee under Subsection (a)(ii) or in the selection of independent legal counsel under Subsection (a)(iii)(B), all directors may participate.

(c) If a person is entitled to indemnification under Section 4.1 or 4.2 for a portion of expenses, including reasonable attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the corporation may indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

(d) The corporation shall authorize payment of indemnification under this Section in one of the following ways:

(i) By the board in one of the following ways:

(A) If there are two or more directors who are not parties or threatened to be made parties to the action, suit, or proceeding, by a majority vote of all directors who are not parties or threatened to be made parties, a majority of whom shall constitute a quorum for this purpose.

 

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(B) By a majority of the members of a committee of two or more directors who are not parties or threatened to be made parties to the action, suit, or proceeding.

(C) If the corporation has one or more independent directors who are not parties or threatened to be made parties to the action, suit, or proceeding, by a majority vote of all independent directors who are not parties or are threatened to be made parties, a majority of whom shall constitute a quorum for this purpose.

(D) If there are no independent directors and less than two directors who are not parties or threatened to be made parties to the action, suit, or proceedings, by the vote necessary for action by the board in accordance with Section 523 of the Michigan Business Corporation Act, in which authorization all directors may participate.

(ii) By the shareholders, but shares held by directors, officers, employees, or agents who are parties or threatened to be made parties to the action, suit, or proceeding may not be voted on the authorization.

(e) To the extent that the articles of incorporation include a provision eliminating or limiting the liability of a director pursuant to Section 209(1)(c) of the Michigan Business Corporation Act, the corporation may indemnify a director for the expenses and liabilities described in this Subsection without a determination that the director has met the standard of conduct set forth in Section 4.1 or 4.2, but no indemnification shall be made except to the extent authorized in Section 564c of the Michigan Business Corporation Act if the director received a financial benefit to which he or she was not entitled, intentionally inflicted harm on the corporation or its shareholders, violated Section 551 of the Michigan Business Corporation Act, or intentionally committed a criminal act. In connection with an action or suit by or in the right of the corporation as described in Section 4.2, indemnification under this Subsection shall be for expenses, including attorneys’ fees, actually and reasonably incurred. In connection with an action, suit, or proceeding other than an action, suit, or proceeding by or in the right of the corporation, as described in Section 4.1, indemnification under this Subsection shall be for expenses, including attorneys’ fees, actually and reasonably incurred, and for judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred.

 

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4.5 Advances.

(a) The corporation may pay or reimburse the reasonable expenses incurred by a director, officer, employee, or agent who is a party or threatened to be made a party to an action, suit, or proceeding before final disposition of the proceeding if the person furnishes the corporation a written undertaking, executed personally or on the person’s behalf, to repay the advance if it is ultimately determined that the person did not meet the applicable standard of conduct, if any, required by statute for the indemnification of a person under the circumstances.

(b) The undertaking required by Subsection (a) above must be an unlimited general obligation of the person, but need not be secured and may be accepted without reference to the financial ability of the person to make repayment.

(c) An evaluation of reasonableness under this Section shall be made in the manner specified in Section 4.4(a) above, and authorizations shall be made in the manner specified in Section 4.4(d) above.

(d) A provision in the articles of incorporation or bylaws, a resolution of the board or shareholders, or an agreement making indemnification mandatory shall also make the advancement of expenses mandatory unless the provision, resolution, or agreement specifically provides otherwise.

4.6 Other Indemnification Agreements. The indemnification or advancement of expenses provided by this Article is not exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation, these bylaws, or a contractual agreement. The total amount of expenses advanced or indemnified from all sources combined may not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided in Sections 4.1 to 4.6 continues as to a person who ceases to be a director, officer, employee, or agent and shall inure to the benefit of the person’s heirs, personal representatives, and administrators.

4.7 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by the person in any such capacity or arising out of the person’s status as such, whether or not the corporation would have power to indemnify the person against the liability under Sections 4.1 to 4.6. To the extent that the articles of incorporation include a provision eliminating or limiting the liability of a director pursuant to Section 209(l)(c) of the Michigan Business Corporation Act, the corporation may purchase insurance on behalf of a director from an insurer owned by the corporation, but insurance purchased from that insurer may insure a director against monetary liability to the corporation or its shareholders only to the extent that the corporation could indemnify the director under Section 4.4(e).

 

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4.8 Constituent Corporation. For the purposes of this Article, “corporation” includes all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation, so that a person who is or was a director, officer, employee, or agent of the constituent corporation or is or was serving at the request of the constituent corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise whether for profit or not shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as the person would if the person had served the resulting or surviving corporation in the same capacity.

4.9 Definitions. For the purposes of this Article: (a) “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; (b) “other enterprises” shall include employee benefit plans; (c) “serving at the request of the corporation” shall include any service as a director, officer, employee, or agent of the corporation which service imposes duties on, or involves services by, the director, officer, employee, or agent with respect to any employee benefit plan, its participants, or beneficiaries; and (d) a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in manner “not opposed to the best interest of the corporation or its shareholders” as referred to in Sections 4.1 and 4.2.

ARTICLE 5

SHARE CERTIFICATES AND TRANSFERS

5.1 Share Certificates; Required Signatures. Every holder of stock in the corporation shall be entitled to have a certificate in the name of the corporation signed by the Chairperson, a Vice Chairperson, the President, or a Vice President. Share certificates may, but need not be, sealed with the seal of the corporation or a facsimile of the seal. The signatures of the officers may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or its employee. The corporation may issue a certificate even though the officer who has signed or whose facsimile signature has been placed upon the certificate ceases to be an officer before the certificate is issued.

5.2 Issuance of Shares Without Certificates. The corporation may issue some or all of the shares of any or all of its classes or series without certificates. Within a reasonable time after issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement confirming the issuance of shares without certificates. Such written statements shall include: (a) the name of the corporation and that it is formed under the laws of the State of Michigan; (b) the name of the person to whom the shares are issued; (c) the number and class of shares and the designation of the series, if any, which the certificate represents; (d) that the holder of the shares is entitled to have a certificate upon written request made to the Secretary of the corporation, and (e) any other information required by law to appear on a stock certificate.

 

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5.3 Replacement of Certificates. The corporation shall issue a new certificate for shares in place of a certificate alleged to have been lost or destroyed. The board of directors may require the owner of the lost or destroyed certificate, or the owner’s legal representative, to give the corporation a bond or other security sufficient to indemnify the corporation against any claim that may be made against it on account of the lost or destroyed certificate or the issuance of a replacement certificate.

5.4 Registered Shareholders. The corporation may treat the registered holder of a share as the absolute owner of the share and shall not be bound to recognize any equitable interest in or other claim to the share by any other person, whether or not the corporation has actual notice of the interest or claim, except as otherwise provided by law.

5.5 Transfer Agent and Registrar. The board of directors may appoint a transfer agent and a registrar for the transfer and registration of its securities.

5.6 Transfer of Shares. A sale, assignment, exchange, conveyance, gift, pledge, hypothecation, or other transfer of shares of the corporation’s stock, whether by operation of law or otherwise, shall not be effective as to the corporation until recorded on the corporation’s stock transfer books.

ARTICLE 6

GENERAL PROVISIONS

6.1 Dividends or Other Distributions. By action of the board of directors, the corporation may declare and pay dividends or make other distributions as permitted by law.

6.2 Voting of Securities. Unless the board directs otherwise, the Chairperson or the President, or, during their absence or disability, the Vice Presidents in the order that the board designates, may on behalf of the corporation attend and vote (or execute in the name or on behalf of the corporation a consent in writing or by electronic transmission in lieu of a meeting of shareholders or a proxy authorizing an agent or attorney-in-fact for the corporation to attend and vote) at any meeting of security holders of any corporation in which the corporation holds securities. At such meetings such person may exercise all rights incident to the ownership of such securities which the corporation might exercise if present. The board may confer this voting power upon any other person.

6.3 Checks. The corporation’s checks, drafts, and orders for the payment of money shall be signed in the name of the corporation in the manner and by the persons that the board of directors designates.

 

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6.4 Signing of Instruments. When the board or these bylaws authorize the signing of a contract, conveyance, or other instrument without specification of the signing officer, the Chairperson, the President, any Vice President, the Secretary, or the Treasurer may sign in the name and on behalf of the corporation and may affix the corporate seal to the instrument. The board may authorize other officers and agents to sign instruments in the name and on behalf of the corporation.

6.5 Corporate Books and Records. The corporation shall keep books and records of account and minutes of the proceedings of its shareholders, board of directors, and executive committee, if any. The books, records, and minutes may be kept outside the State of Michigan. The corporation shall keep at its registered office, or at the office of its transfer agent within or without the State of Michigan, records containing the names and addresses of all shareholders, the number, class and series of shares held by each, and the dates when they respectively became holders of record. Any of the books, records, or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. The corporation shall convert into written form without charge any record not in written form, unless otherwise requested by a person entitled to inspect the record.

6.6 Seal. The corporation may have a seal in the form that the board of directors determines. The seal may be used by causing it or a facsimile to be affixed, impressed, or reproduced.

ARTICLE 7

AMENDMENTS

The shareholders or the board of directors may amend or repeal these bylaws or adopt new bylaws, unless the articles of incorporation or these bylaws provide that the power to adopt new bylaws is reserved exclusively to the shareholders or that the board may not alter or repeal these bylaws or any particular bylaw. Amendment of these bylaws by the board requires the vote of a majority of the directors then in office.

1691931-1

 

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EX-3.52 51 d772859dex352.htm EX-3.52 EX-3.52

Exhibit 3.52

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

For use by Domestic Corporations

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes the following Certificate:

 

1. The present name of the corporation is Perrigo Asia Limited.

 

2. The corporation identification number (CID) assigned by the Bureau is 284-690.

 

3. The location of its registered office is 117 Water Street, Allegan, Michigan 49010.

 

4. Article I of the Articles of Incorporation is hereby amended in its entirety to read as follows:

The name of the corporation is Perrigo Sales Corporation.

 

5. The foregoing amendment to the Articles of Incorporation was duly adopted on the 19th day of December, 1995. The amendment was duly adopted by the written consent of all the shareholders entitled to vote in accordance with Section 407(2) of the Act.

Signed this 20th day of December, 1995.

 

/s/ John R. Nichols
John R. Nichols
Vice President and
General Counsel

 

LOGO

 

LOGO

CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION

For use by Domestic Corporations

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes the following Certificate:

 

1. The present name of the corporation is Nippon Perrigo, Ltd.

 

2. The corporation identification number (CID) assigned by the Bureau is 284-690.

 

3. The location of its registered office is 117 Water Street, Allegan, Michigan 49010.

 

4. Article I of the Articles of Incorporation is hereby amended to read as follows:

The name of the corporation is Perrigo Asia Limited.

 

5. The foregoing amendment to the Articles of Incorporation was duly adopted on the 10th day of May, 1994. The amendment was duly adopted by the written consent of all the shareholders entitled to vote in accordance with Section 407(2) of the Act.

Signed this 10th day of May, 1995.

 

/s/ Steve M. Neil
Steve M. Neil
Vice President

 

LOGO

LOGO    LOGO

 

   Corporation Number:
   284 - 690

ARTICLES OF INCORPORATION

OF

NIPPON PERRIGO, LTD.

These Articles of Incorporation are signed by the Incorporator for the purpose of forming a domestic profit corporation pursuant to the provisions of Act 284, Public Acts of 1972, as amended, as follows:

ARTICLE I

The name of the corporation is: Nippon Perrigo, Ltd.

ARTICLE II

The purpose or purposes for which the corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan.

ARTICLE III

The total authorized shares:

 

Common Shares

      60,000   

A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows:

There is one class of capital stock. Each share thereof shall have equal rights and privileges to each other share thereof.

ARTICLE IV

Address of the registered office is:

117 Water Street

Allegan, Michigan 49010

The name of the Resident Agent at the registered office is Richard G. Hansen.

ARTICLE V

The name and address of the Incorporator is:

Perrigo International, Inc.

117 Water Street

Allegan, Michigan 490010

ARTICLE VI

The term of corporate existence is perpetual.

ARTICLE VII

Any action required or permitted by this act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

Prompt notice of the taking of the corporate action with out a meeting by less than unanimous written consent shall be given to shareholders who have not consented in writing.

ARTICLE VIII

1. No Director shall be liable to the corporation or its shareholders for monetary damages for breach of the director’s fiduciary duty, but this provision shall not limit or eliminate a director’s liability for (a) a breach of the director’s duty of loyalty to the corporation or its shareholders, (b) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law, (c) a violation of Section 551(1) of the Michigan Business Corporation Act, or (d) a transaction from which a director derived an improper personal benefit.

 

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2. The corporation shall indemnify any person who is or was a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement, conviction, or upon plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

3. The corporation shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders. Indemnification shall not be made for a claim, issue or matter in which the person has been found liable to the corporation except to the extent authorized in section 564c of the Michigan Business Corporation Act, as such section may be modified or amended from time to time, or any successor section of the Michigan Business Corporation Act.

 

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4. To the extent that a director or officer or a former director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3 of this Article VIII, or in defense of any claim, issue or matter in the action, suit or proceeding, he or she shall be indemnified against actual and reasonable expenses, including attorneys’ fees, incurred by him or her in connection with the action, suit or proceeding and an action, suit or proceeding brought to enforce the mandatory indemnification provided in this section.

5. An indemnification under Sections 2 or 3 of this Article VIII, unless ordered by a court of competent jurisdiction, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer or former director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article VIII and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination and evaluation shall be made in any of the following ways:

(a) by a majority vote of a quorum of the Board of Directors consisting of directors who are not parties or threatened to be made parties to the action, suit or proceeding; or

(b) if such quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors and consisting solely of two or more directors not at the time parties or threatened to be made parties to the action, suit, or proceeding, or

(c) by independent legal counsel in a written opinion, selected either i) by the Board of Directors or its committee in the manner prescribed in subsection (a) or (b) of this Section 5, or ii) if a quorum of the Board of Directors cannot be obtained under subdivision (a) and a committee cannot be designated under subsection (b), by the Board of Directors; or

(d) by all independent directors who are designated as such under the provisions of the Michigan Business Corporation Act and are not parties or threatened to be made parties to the action, suit or proceeding; or

(e) by the shareholders, but shares held by directors or officers who are parties or threatened to be made parties to the action, suit, or proceeding may not be voted.

 

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In the designation of a committee under subsection (b) or in the selection of independent legal counsel under (c)(ii), all directors may participate.

6. The corporation may pay or reimburse the reasonable expenses incurred by a director or officer or a former director or officer who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the proceeding if all of the following apply:

(a) the person furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article VIII; and

(b) the person furnishes the corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct, which undertaking is an unlimited general obligation of the person,; and

(c) a determination is made that the facts then known to those making the determination would not preclude indemnification under the Michigan Business Corporation Act.

Determinations and evaluations under this Section 6 shall be made in the manner specified in Section 5 of this Article VIII.

7. Nothing contained in this Article VIII shall affect or limit the rights to indemnification to which a director or officer or former director or officer of the corporation or of another corporation, partnership, joint venture, trust or other enterprise which he is or was serving at the request of the corporation may be entitled by contract, under the bylaws of the corporation or otherwise by law. The total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided in this Article VIII shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, personal representatives and administrators of such person.

8. The corporation may indemnify any person for liability incurred by reason of the fact he is or was an employee or agent (but not a director or officer) of the corporation or is

 

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or was serving at the request of the corporation as an employee or agent (but not a director or officer) of another corporation, partnership, joint venture, trust or other enterprise whenever the Board of Directors deems it equitable or desirable that such indemnification be made.

9. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify him or her against liability under the foregoing provisions of this Article VIII.

10. For purposes of this Article VIII, references to the “corporation” include all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation, so that a person who is or was a director, officer, employee or agent of the constituent corporation or is or was serving at the request of the constituent corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise whether for profit or not shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as the person would if he or she had served the resulting or surviving corporation in the same capacity.

ARTICLE IX

This corporation reserves the right to amend, alter, change, add to or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights and powers conferred by these Articles of Incorporation on shareholders, directors and officers are granted subject to this reservation.

The Incorporator, by its authorized officer, has signed these Articles of Incorporation this 14th day of April, 1995.

 

PERRIGO INTERNATIONAL, INC.
By    /s/ Steven M. Neil
  Steven M. Neil
  Its Vice President

 

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EX-3.53 52 d772859dex353.htm EX-3.53 EX-3.53

Exhibit 3.53

AMENDED AND RESTATED BYLAWS

of

PERRIGO SALES CORPORATION

as amended through October 1, 2006

Bylaws MI 200611

PERRIGO SALES CORPORATION

AMENDED AND RESTATED BYLAWS

ARTICLE I

Offices

The Corporation may have offices at such places as the Board of Directors may from time to time determine.

ARTICLE II

Shareholders

Section 1—Place of Meeting

Except as otherwise provided by applicable law, the Board of Directors may designate any place as the place of meeting for any annual meeting of shareholders or for any special meeting of shareholders.

Section 2—Annual Meeting

The annual meeting of shareholders shall be held on such date and at such time and place as shall be selected by the Board of Directors, for the purpose of electing directors, setting the number of directors and for the transaction of such other business as may properly be brought before the meeting.

Section 3—Special Meeting

A special meeting of shareholders may be called at any time by the Chairman, the President or a majority of the directors then in office.

Section 4—Notice of Meeting

Written notice of the place, date, hour and purposes of each meeting of shareholders shall be given to the holders of record of the shares of capital stock of the Corporation entitled to vote at the meeting by (a) mail, postage prepaid, (b) facsimile, (c) email (d) overnight mail (e) courier service or (f) personal delivery not later than 48 hours prior to such meeting nor more than 60 days before the date of such meeting to each such holder at the postal address, facsimile number or email address, as applicable, designated by him or her for that purpose or, if none is designated, at his or her last known postal address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation. If transmitted via facsimile, such

Bylaws MI 200611

notice shall be deemed to be delivered when a confirmation of the transmission of the facsimile to the shareholder at his or her facsimile number as it appears on the stock transfer books of the Corporation has been received. If transmitted via email, such notice shall be deemed to be delivered when a confirmation of the transmission of the email to the shareholder at his or her email address as it appears on the stock transfer books of the Corporation has been received. If delivered by other means, such notice shall be deemed to be delivered upon confirmed personal deliver to the shareholder or upon delivery to the address of the shareholder at his or her address as it appears on the stock transfer books of the Corporation. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all shareholders entitled to vote are present, or if notice is waived by those not present in accordance with Article VI of these Bylaws.

If a meeting of shareholders is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and only such business is transacted at the adjourned meeting as might have been transacted at the original meeting; provided that, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record on the new record date

Section 5—Quorum: Adjournment

At all meetings of shareholders there shall be present in person or by proxy holders of a majority of the shares entitled to vote at the meeting in order to constitute a quorum. From time to time and whether or not there is such a quorum, the chairman of the meeting or the holders of a majority of the shares entitled to vote at the meeting present in person or by proxy, without notice other than announcement at the meeting of the time and place to which the meeting is adjourned, may adjourn the meeting to such time and place, subject, however, to the provisions of the proviso last set forth in Section 4 of this Article II of these Bylaws. The shareholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

The chairman of any meeting of shareholders shall be the President, unless the Board of Directors shall by resolution prior to such meeting designate another person as chairman of such meeting.

Section 6—Voting

At each meeting of shareholders, each shareholder present in person or represented by a valid proxy that satisfies the requirements of Section 9 of this Article II of these Bylaws shall be entitled to one vote for each share of common stock registered in the shareholder’s name on the books of the Corporation at the record date determined in accordance with Section 5 of Article V of these Bylaws.

 

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Election of directors at all meetings of the shareholders at which directors are to be elected shall be by ballot, and, a plurality of the votes cast thereat shall elect directors. In all matters other than the election of directors, when an action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by applicable law.

Section 7—Action Without Meetings of Shareholders

Unless otherwise provided in the Articles of Incorporation, any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by all of the holders of outstanding shares who would be entitled to vote at a meeting.

Section 8—Inspection of Shareholders List

The Corporation shall keep at its office or at the office of its transfer agent records containing the names and addresses of all shareholders, the number of shares held by each, and the dates when they respectively became holders of record thereof. A person who is a shareholder of record of the Corporation, upon at least 10 days written demand, may examine for any proper purpose, in person or by agent or attorney, during usual business hours, the record of shareholders and make extracts therefrom, at such place as such records are kept.

The officer or agent of the Corporation having charge of the stock transfer books for shares of the Corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. Such list shall be produced at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

Section 9—Proxies

Any shareholder entitled to vote upon any matter at any meeting of shareholders may so vote by proxy; but no proxy shall be exercised after eleven months from its date unless said proxy provides for a longer period for which it shall remain in force. Every proxy shall be in writing and signed by the shareholder or his or her duly authorized agent or representative. Proxies shall be delivered to the Secretary of the Corporation before such meeting.

 

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ARTICLE III

Board of Directors

Section 1—Number: Method of Election; Terms of Office; Qualification and Removal

The business and affairs of the Corporation shall be managed by the Board of Directors. The number of directors comprising the Board of Directors shall be fixed by the shareholders at the annual meeting or special meeting. The Board of Directors may consist of one director. Until otherwise resolved in a meeting of the shareholders, the Board of Directors shall be three (3) in number. Directors shall be elected by the shareholders at the annual meeting of the shareholders or at any adjournment of such meeting. Directors so elected shall hold office for the term of one (l) year or until others are chosen and qualified in their stead.

During the intervals between annual meetings of shareholders, any vacancy in the Board of Directors caused by resignation, removal, death, or other incapacity may be filled by majority vote of the directors then in office, though less than quorum of the Board. A directorship to be filled because of a vacancy may be filled by the Board for a term of office continuing only until the next election of the directors.

Any director may be removed from office as a director at any time, but only for cause, by the affirmative vote of shareholders holding a majority of the outstanding shares of Common Stock of the Corporation entitled to vote for the election of directors at a meeting of the shareholders called for that purpose.

If for any reason the annual meeting of shareholders shall not be held at the time appointed by these Bylaws, the directors shall cause a meeting to be held for the election of the directors as soon thereafter as conveniently may be, and the directors then in office who are nominees for reelection or for whom successors are to be elected shall continue in office until such election shall have been held and until their reelection or their successors have been duly elected and qualified.

Section 2—Meetings

The Board of Directors may hold its meetings and have an office and keep the books of the Corporation, except as otherwise provided by applicable law or these Bylaws, in such place or places as the Board may from time to time determine.

The Board of Directors may in its discretion provide for regular meetings of the Board. Notice of regular meetings need not be given. Special meetings of the Board shall be held whenever called by direction of the President or any two of the directors for the time being in office. The Secretary shall give notice of a special meeting by mailing same at least three days, or by delivering personally or by overnight mail or courier service, or by

Bylaws MI 200611

telegraphing the same at least one day, or by telephoning or delivering by facsimile transmission at least 12 hours, before the meeting to each director, but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

A meeting may be held without notice, and any business may be transacted thereat, if every director shall be present, or if those not present waive notice of the meeting in accordance with Article VI of these Bylaws. No notice of any adjourned meeting need be given.

Section 3—Quorum and Actions of the Board of Directors

Except as provided in Section 6 of this Article III of these Bylaws, a majority of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors; but if there be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

A member of the Board may participate in any meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 4—Committees

The Board of Directors may designate from among its members such committees as it may deem appropriate from time to time, and such committees shall exercise the authority delegated to them.

Section 5—Quorum and Action of a Committee

Except as provided in Section 6 of this Article III of these Bylaws, a majority of any committee of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the committee members present at a meeting at which a quorum is present shall be the acts of the committee; but if there be less than a quorum at any meeting of a committee, a majority of those present may adjourn the meeting from time to time. The members of a committee present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough committee members to leave less than a quorum.

A majority, or the chairperson, of any committee may fix the time and place of its meeting, unless the Board shall otherwise provide. Notice of meetings of a committee shall be given to each member of the committee in the manner provided for in the second paragraph of Section 2 of this Article III of these Bylaws.

 

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In the absence or disqualification of a member of a committee, the remaining members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of such absent or disqualified member.

A member of a committee of the Board of Directors may participate in any meeting of the committee by means of conference telephone or similar communication equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 6—Action by Unanimous Written Consent

Any action required or permitted to be taken at any meeting of the Board of Directors or a committee thereof may be taken without a meeting if, before the action, all members of the Board or of the committee consent thereto in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent shall have the same effect as a vote of the Board or committee for all purposes.

Section 7—Compensation of the Board of Directors

Directors, unless employed by and receiving a salary from the Corporation, shall receive such compensation for serving on the Board and for attending meetings of the Board and any committee thereof as may be fixed by the Board. Directors shall be reimbursed their reasonable expenses incurred while engaged in the business of the Corporation.

ARTICLE IV

Officers

Section 1—Selection and Removal

The officers of the Corporation shall be a President, Secretary and Treasurer, who shall be elected by the Board of Directors after each annual meeting of shareholders. The Board is authorized to elect or appoint from time to time such other officers, including a Chairman, one or more Vice-Chairmen, one or more Vice Presidents, including Senior Vice Presidents or Executive Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. No one of said officers need be a director. All of the officers, except the Secretary, shall be regular full-time employees of the Corporation or an affiliated company. Any two of the above offices except those of (a) President and Vice President, (b) Secretary and Assistant Secretary or (c) Treasurer and Assistant Treasurer may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity.

 

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An officer shall hold office for the term of one year and until his or her successor shall have been elected or appointed and qualified, or until resignation or removal.

Any officer may be removed by the Board of Directors with or without cause.

The Board of Directors may fill any vacancies in any offices occurring for whatever reason. The Board of Directors is authorized from time to time to elect or appoint one of its members as Chairman of the Board or Vice-Chairman of the Board and such person or persons shall perform such duties as shall be prescribed by these Bylaws or by the Board of Directors from time to time.

Section 2—Powers and Duties of the President

The President shall preside at all meetings of the shareholders and Board of Directors. Subject to the direction of the Board of Directors, the President shall have general and active management of the business of the Corporation and shall have supervisory power and authority over all officers and agents elected or appointed by the Board of Directors and over the appointment of employment, functions, duties, removal or discharge of all other employees and agents of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation and shall have control over the general operations of the Corporation. The President may delegate any of his or her powers or functions to any officer of the Corporation.

The President shall at least once in each year cause a true statement of the operations and properties of the Corporation for the preceding fiscal year to be made and to be communicated or distributed to each shareholder thereof within four months after the end of the preceding fiscal year.

Section 3—Powers and Duties of Vice Presidents

The Vice Presidents, if any, shall perform such duties as may from time to time be assigned to them by the Board of Directors or the President.

Section 4—Powers and Duties of Secretary

The Secretary or any Assistant Secretary shall record the proceedings of all meetings of the Board of Directors and of the shareholders in books kept for that purpose. The Secretary shall be the custodian of the corporate seal, and the Secretary or any Assistant Secretary shall affix the same to and countersign papers requiring such acts. The Secretary and any Assistant Secretary shall perform such other duties as may be assigned by the Board of Directors or the President.

 

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Section 5—Powers and Duties of Treasurer

The Treasurer and any Assistant Treasurer shall have care and custody of all funds of the Corporation and disburse and administer the same under the direction of the Board of Directors, the President, or a designated Vice President, and shall perform such other duties as may be assigned by the Board of Directors, the President, or a designated Vice President.

Section 6—Voting Shares of Other Corporations

Unless otherwise ordered by the Board of Directors, the President or such proxy as the President may appoint, shall vote all shares which the Corporation may own in another corporation or other entity, and if solicited, shall consent in writing, in the name of the Corporation as such holder, to or against any action by such other corporation or other entity, and if the President himself or herself is not so voting or consenting, the President may instruct such proxy as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as the President may deem necessary or proper in the premises.

Section 7—Execution of Instruments

The President or any Vice President is authorized to sign and the Secretary or any Assistant Secretary to attest under the corporate seal, on behalf of the Corporation, contracts and other instruments in writing, including bonds and other obligations required in legal proceedings, surety and indemnifying bonds required in the conduct of the business of the Corporation, papers required by the applicable laws of any state with respect to the right to conduct business in such state, and reports required by the applicable laws of the United States or any state, territory, or foreign country.

Section 8—Officers Appointed by the President

The President may appoint such officers, other than those that shall be elected by the Board of Directors pursuant to Section 1 of this Article IV of these Bylaws, and such agents as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be provided by the Board of Directors or any committee thereof or the President, as the case may be. Any such officer of agent appointed by the President may be removed by the President with or without cause. The President may fill any vacancies in any office appointed by the President occurring for whatever reason.

Section 9—Delegation

Subject to any restrictions imposed by the Board of Directors, the President or any Vice-President of the Corporation may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

 

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ARTICLE V

Capital Stock

Section 1—Certificates of Stock

Every shareholder shall be entitled to have a certificate of stock signed by or in the name of the Corporation by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation, and such signatures may be facsimiles, sealed with the Corporation’s seal, certifying the number and class of shares represented by such certificate, and where such certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee, the signatures of the officers may be facsimiles.

In case any officer who shall have signed or whose facsimile signature shall have been placed upon a certificate shall cease to be such officer, whether because of death, resignation or otherwise, before such certificate shall have been issued by the Corporation, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer at the date of issue. If the Corporation is authorized to issue shares of more than one class of stock, the certificate shall state on its face or back that the Corporation will furnish a shareholder upon request and without charge a full statement of the designation, relative rights, preferences and limitations of the shares of each class to be issued, and if the Corporation is authorized to issue any class of shares in a series, the designation, relative rights, preferences and limitations of each series so far as the same have been prescribed and the authority of the Board to designate and prescribe the relative rights, preferences and limitations of other series.

Section 2—Transfers of Shares

Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate for not more than the same number of shares (appropriately adjusted for any dividends paid in shares of the Corporation, or any subdivision, combination or reclassification of the shares of the Corporation) to the person entitled thereto, cancel the old certificate, and record the transaction upon the books of the Corporation. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

 

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Section 3—Lost, Stolen, or Destroyed Certificates

The President, Secretary, or any Vice President may approve issuance of replacement stock certificates upon presentation of such documentation and obligation bond(s), if any, as such officer, in his or her discretion, shall deem adequate for the protection of the Corporation.

Section 4—Transfer Agent and Registrar; Regulations

The Corporation shall, if and whenever the Board of Directors shall so determine, maintain one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors, where the shares of the capital stock of the Corporation shall be directly transferable, or a transfer clerk to act on behalf of the Corporation in connection with such transfers, and also one or more registry offices, each in charge of a registrar designated by the Board of Directors, where such shares of stock shall be registered; and no certificate for shares of the capital stock of the Corporation in respect of which a transfer agent or transfer clerk and registrar shall have been designated shall be valid unless countersigned by such transfer agent or transfer clerk and registered by such registrar, and such signature may be a facsimile. The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Corporation.

Section 5—Fixing of Record Date

For the purpose of determining (a) shareholders entitled to notice of and to vote at a meeting of shareholders, (b) shareholders entitled to receive payment of any dividend, or (c) shareholders for any other purpose, the Board of Directors may fix, in advance, a date as the record date for any such determination, such date in the case of a meeting to be not more than 60 nor less than 48 hours before the date of the meeting and in any other case to be not more than 60 days before the date of the action to be taken.

If a record date is not fixed, (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given and (b) the record date for determining shareholders for any other purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.

 

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ARTICLE VI

Waiver of Notice

Notice of the time, place, and purpose of any meeting of the Board of Directors, a committee thereof, or shareholders may be waived by facsimile transmission or other writing or electronic transmission by those not present, and entitled to vote thereat, either before or after the holding thereof.

ARTICLE VII

Indemnification and Insurance

Section 1—Right to Indemnification and Advance Payment of Expenses a Contract Right

All rights to indemnification and payment of expenses in advance of the final disposition of any action, suit or proceeding conferred by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws shall be a contract right inuring to the benefit of (i) the person conferred such rights to indemnification and advance payment of expenses by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws, and (ii) such person’s heirs, executors and administrators.

Section 2—Advance Payment of Expenses

The Corporation shall pay and/or reimburse (as applicable) the reasonable expenses incurred by a director or officer or a former director or officer, or other person designated as entitled to indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws, who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the action, suit or proceeding. Such advance payment of expenses shall be made upon satisfaction of the following (to the extent required by the statutes of the state of incorporation of the CorporationBusiness Corporation Act of the State of Michigan):

(1) the person seeking advance payment of expenses furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(2) the person seeking advance payment of expenses furnishes the Corporation a written undertaking, executed personally or on his or her own behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(3) a determination is made that the facts then known to those making the determination as to the entitlement to advance payment of expenses would not preclude indemnification under the Corporation’s Restated Articles of Incorporation.

 

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The determinations and evaluations under this Section 2 of this Article VII of these Bylaws shall be made in the applicable manner specified in the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws or, if the person seeking advance payment of expenses is party to an indemnification agreement with the Corporation (or any of its subsidiaries), in the applicable manner (if any) specified in such agreement.

Section 3—Claim of Indemnification and Advance Payment of Expenses

In the event a claimant shall submit to the Corporation a written request for indemnification and/or advance payment of expenses pursuant to the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws and there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification and/or advance payment of expenses is claimed a Change of Control (as hereinafter defined), determination of entitlement to indemnification and/or advance payment of expenses is to be made by Independent Counsel (as hereinafter defined) selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification and/or advance payment of expenses, payment to the claimant shall be made within 10 days after such determination.

Section 4—Enforcement of Right to Indemnification and Advance Payment of Expenses

If a claim for indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws is not paid in full by the Corporation within thirty days after a written claim requesting such payment has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the Business Corporation Act of the State of Michigan for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or shareholders) to have made a determination prior to the commencement of such action that indemnification and/or advance payment of the expenses of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Business Corporation Act of the State of Michigan, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 5—Determination of Entitlement to Indemnification and/or Advance Payment of Expenses

If a determination shall have been made pursuant to the Corporation’s Restated Articles of Incorporation or Section 3 of this Article VII of these Bylaws that the claimant is entitled to indemnification and/or advance payment of expenses, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws.

Section 6—Procedures Not to be Contested

The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws that the procedures and presumptions set forth in the indemnification and other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all such provisions of the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws.

Section 7—No Retroactive Effect of Amendments

No repeal or modification of the indemnification or other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or of this Article VII of these Bylaws shall in any way diminish or adversely affect the rights of any present, former or future director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

Section 8—Severability

If any provision or provisions of this Article VII of these Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article VII of these Bylaws (including, without limitation, each portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article VII of these Bylaws (including, without limitation, each such portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

 

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Section 9—Definitions

For purposes of this Article VII of these Bylaws:

(A) “Change of Control” means:

(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this Section 9(A)(1) of this Article VII of these Bylaws, the following acquisitions shall not constitute a Change of Control (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any other corporation controlled by the Corporation, or (iv) any acquisition by any other corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 9(A)(3) of this Article VII of these Bylaws; or

(2) Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

(3) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Corporation resulting from such Business Combination (including, without limitation, another corporation which as a result of such transaction owns the Corporation or all or substantially all of the

 

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Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(4) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(B) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Article VII of these Bylaws.

Section 10—Notices

Any notice, request or other communication required or permitted to be given to the Corporation under the indemnification provisions of the Corporation’s Restated Articles of Incorporation or under this Article VII of these Bylaws shall be in writing and either delivered in person or sent by telegram or facsimile transmission, or overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

ARTICLE VIII

Miscellaneous Provisions

Section 1—Fiscal Year

The fiscal year of the Corporation shall be the 52 or 53 week period that ends on the Saturday closest to each June 30.

 

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Section 2—Reliance Upon Records

In discharging his or her duties, a director or an officer, when acting in good faith, may rely upon the opinion of counsel for the Corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or upon financial statements of the Corporation represented to him or her to be correct by the President or the officer of the Corporation having charge of its books of account, or stated in a written report by an independent or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation.

Section 3—Checks

All checks, drafts or orders for the payment of money and all notes and acceptances shall be signed by such officer(s) or agent(s) or both as the Board of Directors may from time to time designate. No check, draft, or note shall be signed in blank.

ARTICLE IX

Amendments

To the extent not in conflict or inconsistent with the Restated Articles of Incorporation of the Corporation, these Bylaws may be amended or repealed or new Bylaws may be adopted by a majority of the Board of Directors then in office. So long as the shareholders of the Corporation shall be empowered by applicable law to adopt, amend or repeal bylaws for the Corporation or adopt any provision inconsistent herewith, such action may be taken by the shareholders by the favorable vote of the holders of not less than eighty percent (80%) of the issued and outstanding shares of the common stock of the Corporation unless such action has first been recommended by the favorable vote of at least a majority of the whole Board of Directors.

 

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EX-3.54 53 d772859dex354.htm EX-3.54 EX-3.54

Exhibit 3.54

 

LOGO    LOGO

ARTICLES OF INCORPORATION

OF

PERRIGO RESEARCH & DEVELOPMENT COMPANY

These Articles of Incorporation are signed by the incorporator for the purpose of forming a domestic profit corporation pursuant to the provisions of Act 284, Public Acts of 1972, as amended, as follows:

ARTICLE I

The name of the corporation is:

PERRIGO RESEARCH & DEVELOPMENT COMPANY

ARTICLE II

The corporation may engage in any activity within the purposes for which corporations may be organized under the Michigan Business Corporation Act.

ARTICLE III

The total authorized capital stock is sixty thousand (60,000) shares of common stock with no par value. The authorized shares of stock are all of one class with equal voting rights, and each share shall be equal with every other share.

ARTICLE IV

The street address and mailing address of the initial registered office is 515 Eastern Avenue, Allegan, Michigan 49010. The name of the Resident Agent at the registered office is John R. Nichols.

ARTICLE V

The name and address of the incorporator are:

Douglas R. Schrank

515 Eastern Avenue

Allegan, Michigan 49010

ARTICLE VI

The term of corporate existence is perpetual.

ARTICLE VII

Any action required or permitted by the Michigan Business Corporation Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who have not consented in writing.

ARTICLE VIII

So long as the shareholders of the corporation shall be empowered by law to adopt, amend or repeal by-laws for the corporation, such action may be taken by the shareholders only by the favorable vote of the holders of not less than eighty percent (80%) of the issued and outstanding shares of the Common Stock of the corporation unless such action has first been recommended by the favorable vote of at least a majority of the whole Board of Directors of the corporation. To the extent not in conflict or inconsistent with the other provisions of these Articles of Incorporation, the by-laws for the corporation may be amended in whole or in part by a majority of the Board of Directors then in office.

ARTICLE IX

1. No Director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action as a director, except liability for (a) the amount of a financial benefit received by a director to which the director is not entitled, (b) intentional infliction of harm on the corporation or its shareholders, (c) a violation of Section 551 of the Michigan Business Corporation Act, or (d) an intentional criminal act. If the Michigan Business Corporation Act is amended to authorize the further elimination or limitation of liability of directors, then, in addition to the limitation on personal liability contained in these Articles of Incorporation, the liability of each director of the corporation shall be eliminated or limited to the fullest extent permitted by the Michigan Business Corporation Act as so amended. No amendment to these Articles of Incorporation inconsistent with this Article IX shall have any effect to increase the liability of any director of the corporation with respect to any act or omission of such director occurring prior to such amendment.

 

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2. The corporation shall indemnify any person who is or was a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation or its shareholders, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation or its shareholders, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

3. The corporation shall indemnify any person who is or was a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

4. To the extent that a director or officer or a former director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 2 or 3 of this Article IX, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

5. Except as provided in Section 7 of this Article IX, any indemnification under Sections 2 or 3 of this Article IX (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer or former director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 2 or 3 of this Article IX. Such

 

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determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (b) if such quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders.

6. Expenses incurred in defending a civil or criminal action, suit or proceeding described in Sections 2 or 3 of this Article IX shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding provided that such advance payments are authorized in the same manner as provided in Section 5 of this Article IX, and the corporation receives an undertaking by or on behalf of the director or officer or former director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.

7. Nothing contained in this Article IX shall affect or limit the rights to indemnification to which a director or officer or former director or officer of the corporation or of another corporation, partnership, joint venture, trust or other enterprise which he is or was serving at the request of the corporation may be entitled by contract, under the corporation’s bylaws, or otherwise by law. The indemnification provided in this Article IX shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, personal representatives, and administrators of such person.

8. The corporation may indemnify any person for liability incurred by reason of the fact he is or was an employee or agent (but not a director or officer) of the corporation or is or was serving at the request of the corporation as an employee or agent (but not a director or officer) of another corporation, partnership, joint venture, trust or other enterprise whenever the Board of Directors deems it equitable or desirable that such indemnification be made.

9. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have power to indemnify him against such liability under the foregoing provisions of this Article IX.

10. For the purpose of this Article IX, references to “the corporation” include all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation, so that a person who is or was a director, officer, employee or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

 

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ARTICLE X

This corporation reserves the right to amend, alter, change, add to or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights and powers conferred by these Articles of Incorporation on shareholders, directors and officers are granted subject to this reservation.

The Incorporator, by its authorized officer, has signed these Articles of Incorporation this 14 day of May, 2002.

 

/s/ Douglas R. Schrank
Douglas R. Schrank, Incorporator

00035 (001) 163384.001

 

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EX-3.55 54 d772859dex355.htm EX-3.55 EX-3.55

Exhibit 3.55

AMENDED AND RESTATED BYLAWS

of

PERRIGO RESEARCH & DEVELOPMENT COMPANY

as amended through October 1, 2006

Bylaws MI 200611

PERRIGO RESEARCH & DEVELOPMENT COMPANY

AMENDED AND RESTATED BYLAWS

ARTICLE I

Offices

The Corporation may have offices at such places as the Board of Directors may from time to time determine.

ARTICLE II

Shareholders

Section 1—Place of Meeting

Except as otherwise provided by applicable law, the Board of Directors may designate any place as the place of meeting for any annual meeting of shareholders or for any special meeting of shareholders.

Section 2—Annual Meeting

The annual meeting of shareholders shall be held on such date and at such time and place as shall be selected by the Board of Directors, for the purpose of electing directors, setting the number of directors and for the transaction of such other business as may properly be brought before the meeting.

Section 3—Special Meeting

A special meeting of shareholders may be called at any time by the Chairman, the President or a majority of the directors then in office.

Section 4—Notice of Meeting

Written notice of the place, date, hour and purposes of each meeting of shareholders shall be given to the holders of record of the shares of capital stock of the Corporation entitled to vote at the meeting by (a) mail, postage prepaid, (b) facsimile, (c) email (d) overnight mail (e) courier service or (f) personal delivery not later than 48 hours prior to such meeting nor more than 60 days before the date of such meeting to each such holder at the postal address, facsimile number or email address, as applicable, designated by him or her for that purpose or, if none is designated, at his or her last known postal address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation. If transmitted via facsimile, such

Bylaws MI 200611

notice shall be deemed to be delivered when a confirmation of the transmission of the facsimile to the shareholder at his or her facsimile number as it appears on the stock transfer books of the Corporation has been received. If transmitted via email, such notice shall be deemed to be delivered when a confirmation of the transmission of the email to the shareholder at his or her email address as it appears on the stock transfer books of the Corporation has been received. If delivered by other means, such notice shall be deemed to be delivered upon confirmed personal deliver to the shareholder or upon delivery to the address of the shareholder at his or her address as it appears on the stock transfer books of the Corporation. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all shareholders entitled to vote are present, or if notice is waived by those not present in accordance with Article VI of these Bylaws.

If a meeting of shareholders is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and only such business is transacted at the adjourned meeting as might have been transacted at the original meeting; provided that, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record on the new record date

Section 5—Quorum: Adjournment

At all meetings of shareholders there shall be present in person or by proxy holders of a majority of the shares entitled to vote at the meeting in order to constitute a quorum. From time to time and whether or not there is such a quorum, the chairman of the meeting or the holders of a majority of the shares entitled to vote at the meeting present in person or by proxy, without notice other than announcement at the meeting of the time and place to which the meeting is adjourned, may adjourn the meeting to such time and place, subject, however, to the provisions of the proviso last set forth in Section 4 of this Article II of these Bylaws. The shareholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

The chairman of any meeting of shareholders shall be the President, unless the Board of Directors shall by resolution prior to such meeting designate another person as chairman of such meeting.

Section 6—Voting

At each meeting of shareholders, each shareholder present in person or represented by a valid proxy that satisfies the requirements of Section 9 of this Article II of these Bylaws shall be entitled to one vote for each share of common stock registered in the shareholder’s name on the books of the Corporation at the record date determined in accordance with Section 5 of Article V of these Bylaws.

 

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Election of directors at all meetings of the shareholders at which directors are to be elected shall be by ballot, and, a plurality of the votes cast thereat shall elect directors. In all matters other than the election of directors, when an action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by applicable law.

Section 7—Action Without Meetings of Shareholders

Unless otherwise provided in the Articles of Incorporation, any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by all of the holders of outstanding shares who would be entitled to vote at a meeting.

Section 8—Inspection of Shareholders List

The Corporation shall keep at its office or at the office of its transfer agent records containing the names and addresses of all shareholders, the number of shares held by each, and the dates when they respectively became holders of record thereof. A person who is a shareholder of record of the Corporation, upon at least 10 days written demand, may examine for any proper purpose, in person or by agent or attorney, during usual business hours, the record of shareholders and make extracts therefrom, at such place as such records are kept.

The officer or agent of the Corporation having charge of the stock transfer books for shares of the Corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. Such list shall be produced at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

Section 9—Proxies

Any shareholder entitled to vote upon any matter at any meeting of shareholders may so vote by proxy; but no proxy shall be exercised after eleven months from its date unless said proxy provides for a longer period for which it shall remain in force. Every proxy shall be in writing and signed by the shareholder or his or her duly authorized agent or representative. Proxies shall be delivered to the Secretary of the Corporation before such meeting.

 

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ARTICLE III

Board of Directors

Section 1—Number: Method of Election; Terms of Office; Qualification and Removal

The business and affairs of the Corporation shall be managed by the Board of Directors. The number of directors comprising the Board of Directors shall be fixed by the shareholders at the annual meeting or special meeting. The Board of Directors may consist of one director. Until otherwise resolved in a meeting of the shareholders, the Board of Directors shall be three (3) in number. Directors shall be elected by the shareholders at the annual meeting of the shareholders or at any adjournment of such meeting. Directors so elected shall hold office for the term of one (1) year or until others are chosen and qualified in their stead.

During the intervals between annual meetings of shareholders, any vacancy in the Board of Directors caused by resignation, removal, death, or other incapacity may be filled by majority vote of the directors then in office, though less than quorum of the Board. A directorship to be filled because of a vacancy may be filled by the Board for a term of office continuing only until the next election of the directors.

Any director may be removed from office as a director at any time, but only for cause, by the affirmative vote of shareholders holding a majority of the outstanding shares of Common Stock of the Corporation entitled to vote for the election of directors at a meeting of the shareholders called for that purpose.

If for any reason the annual meeting of shareholders shall not be held at the time appointed by these Bylaws, the directors shall cause a meeting to be held for the election of the directors as soon thereafter as conveniently may be, and the directors then in office who are nominees for reelection or for whom successors are to be elected shall continue in office until such election shall have been held and until their reelection or their successors have been duly elected and qualified.

Section 2—Meetings

The Board of Directors may hold its meetings and have an office and keep the books of the Corporation, except as otherwise provided by applicable law or these Bylaws, in such place or places as the Board may from time to time determine.

The Board of Directors may in its discretion provide for regular meetings of the Board. Notice of regular meetings need not be given. Special meetings of the Board shall be held whenever called by direction of the President or any two of the directors for the time being in office. The Secretary shall give notice of a special meeting by mailing same at least three days, or by delivering personally or by overnight mail or courier service, or by

Bylaws MI 200611

telegraphing the same at least one day, or by telephoning or delivering by facsimile transmission at least 12 hours, before the meeting to each director, but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

A meeting may be held without notice, and any business may be transacted thereat, if every director shall be present, or if those not present waive notice of the meeting in accordance with Article VI of these Bylaws. No notice of any adjourned meeting need be given.

Section 3—Quorum and Actions of the Board of Directors

Except as provided in Section 6 of this Article III of these Bylaws, a majority of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors; but if there be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

A member of the Board may participate in any meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 4—Committees

The Board of Directors may designate from among its members such committees as it may deem appropriate from time to time, and such committees shall exercise the authority delegated to them.

Section 5—Quorum and Action of a Committee

Except as provided in Section 6 of this Article III of these Bylaws, a majority of any committee of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the committee members present at a meeting at which a quorum is present shall be the acts of the committee; but if there be less than a quorum at any meeting of a committee, a majority of those present may adjourn the meeting from time to time. The members of a committee present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough committee members to leave less than a quorum.

A majority, or the chairperson, of any committee may fix the time and place of its meeting, unless the Board shall otherwise provide. Notice of meetings of a committee shall be given to each member of the committee in the manner provided for in the second paragraph of Section 2 of this Article III of these Bylaws.

 

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In the absence or disqualification of a member of a committee, the remaining members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of such absent or disqualified member.

A member of a committee of the Board of Directors may participate in any meeting of the committee by means of conference telephone or similar communication equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 6—Action by Unanimous Written Consent

Any action required or permitted to be taken at any meeting of the Board of Directors or a committee thereof may be taken without a meeting if, before the action, all members of the Board or of the committee consent thereto in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent shall have the same effect as a vote of the Board or committee for all purposes.

Section 7—Compensation of the Board of Directors

Directors, unless employed by and receiving a salary from the Corporation, shall receive such compensation for serving on the Board and for attending meetings of the Board and any committee thereof as may be fixed by the Board. Directors shall be reimbursed their reasonable expenses incurred while engaged in the business of the Corporation.

ARTICLE IV

Officers

Section 1—Selection and Removal

The officers of the Corporation shall be a President, Secretary and Treasurer, who shall be elected by the Board of Directors after each annual meeting of shareholders. The Board is authorized to elect or appoint from time to time such other officers, including a Chairman, one or more Vice-Chairmen, one or more Vice Presidents, including Senior Vice Presidents or Executive Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. No one of said officers need be a director. All of the officers, except the Secretary, shall be regular full-time employees of the Corporation or an affiliated company. Any two of the above offices except those of (a) President and Vice President, (b) Secretary and Assistant Secretary or (c) Treasurer and Assistant Treasurer may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity.

 

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An officer shall hold office for the term of one year and until his or her successor shall have been elected or appointed and qualified, or until resignation or removal.

Any officer may be removed by the Board of Directors with or without cause.

The Board of Directors may fill any vacancies in any offices occurring for whatever reason. The Board of Directors is authorized from time to time to elect or appoint one of its members as Chairman of the Board or Vice-Chairman of the Board and such person or persons shall perform such duties as shall be prescribed by these Bylaws or by the Board of Directors from time to time.

Section 2—Powers and Duties of the President

The President shall preside at all meetings of the shareholders and Board of Directors. Subject to the direction of the Board of Directors, the President shall have general and active management of the business of the Corporation and shall have supervisory power and authority over all officers and agents elected or appointed by the Board of Directors and over the appointment of employment, functions, duties, removal or discharge of all other employees and agents of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation and shall have control over the general operations of the Corporation. The President may delegate any of his or her powers or functions to any officer of the Corporation.

The President shall at least once in each year cause a true statement of the operations and properties of the Corporation for the preceding fiscal year to be made and to be communicated or distributed to each shareholder thereof within four months after the end of the preceding fiscal year.

Section 3—Powers and Duties of Vice Presidents

The Vice Presidents, if any, shall perform such duties as may from time to time be assigned to them by the Board of Directors or the President.

Section 4—Powers and Duties of Secretary

The Secretary or any Assistant Secretary shall record the proceedings of all meetings of the Board of Directors and of the shareholders in books kept for that purpose. The Secretary shall be the custodian of the corporate seal, and the Secretary or any Assistant Secretary shall affix the same to and countersign papers requiring such acts. The Secretary and any Assistant Secretary shall perform such other duties as may be assigned by the Board of Directors or the President.

 

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Section 5—Powers and Duties of Treasurer

The Treasurer and any Assistant Treasurer shall have care and custody of all funds of the Corporation and disburse and administer the same under the direction of the Board of Directors, the President, or a designated Vice President, and shall perform such other duties as may be assigned by the Board of Directors, the President, or a designated Vice President.

Section 6—Voting Shares of Other Corporations

Unless otherwise ordered by the Board of Directors, the President or such proxy as the President may appoint, shall vote all shares which the Corporation may own in another corporation or other entity, and if solicited, shall consent in writing, in the name of the Corporation as such holder, to or against any action by such other corporation or other entity, and if the President himself or herself is not so voting or consenting, the President may instruct such proxy as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as the President may deem necessary or proper in the premises.

Section 7—Execution of Instruments

The President or any Vice President is authorized to sign and the Secretary or any Assistant Secretary to attest under the corporate seal, on behalf of the Corporation, contracts and other instruments in writing, including bonds and other obligations required in legal proceedings, surety and indemnifying bonds required in the conduct of the business of the Corporation, papers required by the applicable laws of any state with respect to the right to conduct business in such state, and reports required by the applicable laws of the United States or any state, territory, or foreign country.

Section 8—Officers Appointed by the President

The President may appoint such officers, other than those that shall be elected by the Board of Directors pursuant to Section 1 of this Article IV of these Bylaws, and such agents as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be provided by the Board of Directors or any committee thereof or the President, as the case may be. Any such officer of agent appointed by the President may be removed by the President with or without cause. The President may fill any vacancies in any office appointed by the President occurring for whatever reason.

Section 9—Delegation

Subject to any restrictions imposed by the Board of Directors, the President or any Vice-President of the Corporation may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

 

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ARTICLE V

Capital Stock

Section 1—Certificates of Stock

Every shareholder shall be entitled to have a certificate of stock signed by or in the name of the Corporation by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation, and such signatures may be facsimiles, sealed with the Corporation’s seal, certifying the number and class of shares represented by such certificate, and where such certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee, the signatures of the officers may be facsimiles.

In case any officer who shall have signed or whose facsimile signature shall have been placed upon a certificate shall cease to be such officer, whether because of death, resignation or otherwise, before such certificate shall have been issued by the Corporation, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer at the date of issue. If the Corporation is authorized to issue shares of more than one class of stock, the certificate shall state on its face or back that the Corporation will furnish a shareholder upon request and without charge a full statement of the designation, relative rights, preferences and limitations of the shares of each class to be issued, and if the Corporation is authorized to issue any class of shares in a series, the designation, relative rights, preferences and limitations of each series so far as the same have been prescribed and the authority of the Board to designate and prescribe the relative rights, preferences and limitations of other series.

Section 2—Transfers of Shares

Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate for not more than the same number of shares (appropriately adjusted for any dividends paid in shares of the Corporation, or any subdivision, combination or reclassification of the shares of the Corporation) to the person entitled thereto, cancel the old certificate, and record the transaction upon the books of the Corporation. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

 

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Section 3—Lost, Stolen, or Destroyed Certificates

The President, Secretary, or any Vice President may approve issuance of replacement stock certificates upon presentation of such documentation and obligation bond(s), if any, as such officer, in his or her discretion, shall deem adequate for the protection of the Corporation.

Section 4—Transfer Agent and Registrar; Regulations

The Corporation shall, if and whenever the Board of Directors shall so determine, maintain one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors, where the shares of the capital stock of the Corporation shall be directly transferable, or a transfer clerk to act on behalf of the Corporation in connection with such transfers, and also one or more registry offices, each in charge of a registrar designated by the Board of Directors, where such shares of stock shall be registered; and no certificate for shares of the capital stock of the Corporation in respect of which a transfer agent or transfer clerk and registrar shall have been designated shall be valid unless countersigned by such transfer agent or transfer clerk and registered by such registrar, and such signature may be a facsimile. The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Corporation.

Section 5—Fixing of Record Date

For the purpose of determining (a) shareholders entitled to notice of and to vote at a meeting of shareholders, (b) shareholders entitled to receive payment of any dividend, or (c) shareholders for any other purpose, the Board of Directors may fix, in advance, a date as the record date for any such determination, such date in the case of a meeting to be not more than 60 nor less than 48 hours before the date of the meeting and in any other case to be not more than 60 days before the date of the action to be taken.

If a record date is not fixed, (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given and (b) the record date for determining shareholders for any other purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE VI

Waiver of Notice

Notice of the time, place, and purpose of any meeting of the Board of Directors, a committee thereof, or shareholders may be waived by facsimile transmission or other writing or electronic transmission by those not present, and entitled to vote thereat, either before or after the holding thereof.

 

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ARTICLE VII

Indemnification and Insurance

Section 1—Right to Indemnification and Advance Payment of Expenses a Contract Right

All rights to indemnification and payment of expenses in advance of the final disposition of any action, suit or proceeding conferred by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws shall be a contract right inuring to the benefit of (i) the person conferred such rights to indemnification and advance payment of expenses by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws, and (ii) such person’s heirs, executors and administrators.

Section 2—Advance Payment of Expenses

The Corporation shall pay and/or reimburse (as applicable) the reasonable expenses incurred by a director or officer or a former director or officer, or other person designated as entitled to indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws, who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the action, suit or proceeding. Such advance payment of expenses shall be made upon satisfaction of the following (to the extent required by the statutes of the state of incorporation of the CorporationBusiness Corporation Act of the State of Michigan):

(1) the person seeking advance payment of expenses furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(2) the person seeking advance payment of expenses furnishes the Corporation a written undertaking, executed personally or on his or her own behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(3) a determination is made that the facts then known to those making the determination as to the entitlement to advance payment of expenses would not preclude indemnification under the Corporation’s Restated Articles of Incorporation.

 

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The determinations and evaluations under this Section 2 of this Article VII of these Bylaws shall be made in the applicable manner specified in the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws or, if the person seeking advance payment of expenses is party to an indemnification agreement with the Corporation (or any of its subsidiaries), in the applicable manner (if any) specified in such agreement.

Section 3—Claim of Indemnification and Advance Payment of Expenses

In the event a claimant shall submit to the Corporation a written request for indemnification and/or advance payment of expenses pursuant to the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws and there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification and/or advance payment of expenses is claimed a Change of Control (as hereinafter defined), determination of entitlement to indemnification and/or advance payment of expenses is to be made by Independent Counsel (as hereinafter defined) selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification and/or advance payment of expenses, payment to the claimant shall be made within 10 days after such determination.

Section 4—Enforcement of Right to Indemnification and Advance Payment of Expenses

If a claim for indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws is not paid in full by the Corporation within thirty days after a written claim requesting such payment has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the Business Corporation Act of the State of Michigan for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or shareholders) to have made a determination prior to the commencement of such action that indemnification and/or advance payment of the expenses of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Business Corporation Act of the State of Michigan, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 5—Determination of Entitlement to Indemnification and/or Advance Payment of Expenses

If a determination shall have been made pursuant to the Corporation’s Restated Articles of Incorporation or Section 3 of this Article VII of these Bylaws that the claimant is entitled to indemnification and/or advance payment of expenses, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws.

Section 6—Procedures Not to be Contested

The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws that the procedures and presumptions set forth in the indemnification and other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all such provisions of the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws.

Section 7—No Retroactive Effect of Amendments

No repeal or modification of the indemnification or other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or of this Article VII of these Bylaws shall in any way diminish or adversely affect the rights of any present, former or future director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

Section 8—Severability

If any provision or provisions of this Article VII of these Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article VII of these Bylaws (including, without limitation, each portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article VII of these Bylaws (including, without limitation, each such portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

 

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Section 9—Definitions

For purposes of this Article VII of these Bylaws:

(A) “Change of Control” means:

(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this Section 9(A)(1) of this Article VII of these Bylaws, the following acquisitions shall not constitute a Change of Control (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any other corporation controlled by the Corporation, or (iv) any acquisition by any other corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 9(A)(3) of this Article VII of these Bylaws; or

(2) Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

(3) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Corporation resulting from such Business Combination (including, without limitation, another corporation which as a result of such transaction owns the Corporation or all or substantially all of the

 

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Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(4) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(B) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Article VII of these Bylaws.

Section 10—Notices

Any notice, request or other communication required or permitted to be given to the Corporation under the indemnification provisions of the Corporation’s Restated Articles of Incorporation or under this Article VII of these Bylaws shall be in writing and either delivered in person or sent by telegram or facsimile transmission, or overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

ARTICLE VIII

Miscellaneous Provisions

Section 1—Fiscal Year

The fiscal year of the Corporation shall be the 52 or 53 week period that ends on the Saturday closest to each June 30.

 

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Section 2—Reliance Upon Records

In discharging his or her duties, a director or an officer, when acting in good faith, may rely upon the opinion of counsel for the Corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or upon financial statements of the Corporation represented to him or her to be correct by the President or the officer of the Corporation having charge of its books of account, or stated in a written report by an independent or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation.

Section 3—Checks

All checks, drafts or orders for the payment of money and all notes and acceptances shall be signed by such officer(s) or agent(s) or both as the Board of Directors may from time to time designate. No check, draft, or note shall be signed in blank.

ARTICLE IX

Amendments

To the extent not in conflict or inconsistent with the Restated Articles of Incorporation of the Corporation, these Bylaws may be amended or repealed or new Bylaws may be adopted by a majority of the Board of Directors then in office. So long as the shareholders of the Corporation shall be empowered by applicable law to adopt, amend or repeal bylaws for the Corporation or adopt any provision inconsistent herewith, such action may be taken by the shareholders by the favorable vote of the holders of not less than eighty percent (80%) of the issued and outstanding shares of the common stock of the Corporation unless such action has first been recommended by the favorable vote of at least a majority of the whole Board of Directors.

 

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EX-3.56 55 d772859dex356.htm EX-3.56 EX-3.56

Exhibit 3.56

Michigan Department of Licensing and Regulatory Affairs

Filing Endorsement

This is to Certify that the ARTICLES OF INCORPORATION - PROFIT

for

P2C, INC.

ID NUMBER: 04724K

received by facsimile transmission on October 22, 2012 is hereby endorsed

Filed on October 24, 2012 by the Administrator.

The document is effective on the date filed, unless a

subsequent effective date within 90 days after

received date is stated in the document.

 

LOGO     In testimony whereof, I have hereunto set my hand and affixed the Seal of the Department, in the City of Lansing, this 24TH day of October, 2012.
   

 

   

 

 

     LOGO

 

    

 

    Director
    Bureau of Commercial Services

Sent by Facsimile Transmission 12298

 

LOGO

ARTICLES OF INCORPORATION

For use by Domestic Profit Corporations

(Please read information and instructions on the last page)

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned executes the following Articles:

ARTICLE I

The name of the corporation is P2C, Inc.

ARTICLE II

The purpose of the corporation is to engage in any one or more lawful acts or activities within the purposes for which a corporation may be formed under the Michigan Business Corporation Act.

ARTICLE III

The total authorized capital stock of the corporation is 60,000 shares of common stock all of one class.

ARTICLE IV

The street address (which is the mailing address) of the initial registered office of the corporation is 601 Abbott Road, East Lansing, Michigan 48823.

The name of the resident agent at the registered office is CSC-Lawyers Incorporating Service (Company).

ARTICLE V

The name and address of the incorporator are as follows:

 

Name

   

Address

Todd W. Kingma   

515 Eastern Avenue

Allegan, Michigan 49010-9070

ARTICLE VI

When a compromise or arrangement or a plan of reorganization of the corporation is proposed between the corporation and its creditors or any class of them or between the corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of the corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of the corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on the corporation.

ARTICLE VII

Any action required or permitted by the Michigan Business Corporation Act, these Articles, or the bylaws of the corporation to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented to the action in writing.

 

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An electronic transmission consenting to an action transmitted by a shareholder or proxy holder, or by a person authorized to act for the shareholder or proxy holder, shall be considered written, signed, and dated if the electronic transmission is delivered with information from which the corporation can determine (a) that the electronic transmission was transmitted by the shareholder or proxy holder, or by the person authorized to act for the shareholder or proxy holder, and (b) the date on which the electronic transmission was transmitted. The date on which an electronic transmission is transmitted is the date on which the consent was signed. A consent given by electronic transmission is not delivered until it is received by the Secretary or any other designated officer of the corporation and reproduced in paper form by the corporation.

ARTICLE VIII

The corporation shall indemnify any director of the corporation who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that he or she is or was a director, or is or was serving at the request of the corporation in another capacity, to the fullest extent permitted (in the absence of rights granted under these Articles, the corporation’s bylaws, or a contractual agreement) by the Michigan Business Corporation Act. The corporation may further indemnify directors, and may indemnify persons who are not directors, to the extent authorized by the Michigan Business Corporation Act, bylaw, resolution of the board of directors, or contractual agreement authorized by the board of directors. A change in the Michigan Business Corporation Act, these Articles, or the bylaws that reduces the scope of indemnification shall not apply to any action or omission that occurs before the change.

ARTICLE IX

A director of the corporation shall not be liable to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except that a director’s liability is not limited for:

(1) the amount of a financial benefit received by a director to which he or she is not entitled;

(2) intentional infliction of harm on the corporation or the shareholders;

(3) a violation of section 551 of the Michigan Business Corporation Act; or

(4) an intentional criminal act.

If the Michigan Business Corporation Act is amended to further eliminate or limit the liability of a director, then a director of the corporation (in addition to the circumstances in which a director is not liable as set forth, in the preceding paragraph) shall, to the fullest extent permitted by the Michigan Business Corporation Act, as so amended, not be liable to the corporation or its shareholders. No amendment to or modification or repeal of this Article shall increase the liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment, modification, or repeal.

 

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ARTICLE X

The corporation may amend or repeal any provision contained in these Articles and add Articles in the manner prescribed by statute.

The incorporator has executed these Articles of Incorporation on October 18, 2012.

 

/s/ Todd W. Kingma
Todd W. Kingma, Incorporator

8663330-1

 

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EX-3.57 56 d772859dex357.htm EX-3.57 EX-3.57

Exhibit 3.57

BYLAWS

OF

P2C, INC.

TABLE OF CONTENTS

 

     Page  

ARTICLE 1 SHAREHOLDERS

      1   

1.1

    Time and Place of Meetings      1   

1.2

    Annual Meetings of Shareholders      1   

1.3

    Special Meetings      1   

1.4

    Notice of Meetings      1   

1.5

    Shareholder Proposals      1   

1.6

    Adjournments      2   

1.7

    Waiver of Notice      3   

1.8

    List of Shareholders Entitled to Vote      3   

1.9

    Quorum      3   

1.10

    Voting Rights      4   

1.11

    Vote Required      4   

1.12

    Class Voting      4   

1.13

    Participation in Meeting by Remote Communication      4   

1.14

    Electronic Meeting      4   

1.15

    Conduct of Meetings      4   

1.16

    Business Transacted      5   

1.17

    Action Without a Meeting      5   

1.18

    Record Date      6   

1.19

    Proxies      7   

ARTICLE 2 DIRECTORS

      8   

2.1

    Powers      8   

2.2

    Number and Term of Directors      8   

2.3

    Vacancies      8   

2.4

    Removal      8   

2.5

    Resignation      8   

2.6

    Directors’ Compensation      8   

2,7

    Regular Meetings      8   

2.8

    Special Meetings      9   

2.9

    Notice of Meetings      9   

2.10

    Waiver of Notice      9   

2.11

    Purpose of Meetings      9   

2.12

    Quorum and Required Vote      9   

2.13

    Action by Written Consent      9   

2.14

    Electronic Participation in Meeting      10   

2.15

    Committees of Directors      10   

ARTICLE 3 OFFICERS

      11   

3.1

    Appointment      11   

3.2

    Term and Removal      11   

3.3

    Chairperson of the Board      11   

 

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3.4

    Vice Chairperson of the Board      11   

3.5

    President      11   

3.6

    Vice Presidents      12   

3.7

    Secretary      12   

3.8

    Treasurer      12   

3.9

    Assistant Secretaries and Assistant Treasurers      12   

3.10

    Other Officers      12   

ARTICLE 4 INDEMNIFICATION

      12   

4.1

    Indemnification in Action by Third Party      12   

4.2

    Indemnification in Action by or in Right of the Corporation      13   

4.3

    Expenses      13   

4.4

    Determination, Evaluation, and Authorization of Indemnification      13   

4.5

    Advances      16   

4.6

    Other Indemnification Agreements      16   

4.7

    Insurance      16   

4.8

    Constituent Corporation      17   

4.9

    Definitions      17   

ARTICLE 5 SHARE CERTIFICATES AND TRANSFERS

      17   

5.1

    Share Certificates; Required Signatures      17   

5.2

    Issuance of Shares Without Certificates      17   

5.3

    Replacement of Certificates      18   

5.4

    Registered Shareholders      18   

5.5

    Transfer Agent and Registrar      18   

5.6

    Transfer of Shares      18   

ARTICLE 6 GENERAL PROVISIONS

      18   

6.1

    Dividends or Other Distributions      18   

6.2

    Voting of Securities      18   

6.3

    Checks      18   

6.4

    Signing of Instruments      19   

6.5

    Corporate Books and Records      19   

6.6

    Seal      19   

ARTICLE 7 AMENDMENTS

      19   

 

-ii-

BYLAWS

OF

P2C, INC.

Adopted and effective as of October 29, 2012

ARTICLE 1

SHAREHOLDERS

1.1 Time and Place of Meetings. Shareholder meetings shall be held at the corporation’s principal executive office during regular business hours or at such other time and place as the board of directors determines.

1.2 Annual Meetings of Shareholders. An annual meeting of shareholders shall, unless action to be taken at the meeting is instead taken by written consent as permitted by law, be held on such date and time as the board of directors determines.

1.3 Special Meetings. The board of directors, the Chairperson of the board of directors, or the President of the corporation may call a special meeting of shareholders by giving notice of the meeting to each shareholder entitled to vote at the meeting.

1.4 Notice of Meetings. Written notice of the date, time, place, if any, and purposes of a shareholder meeting shall be given not less than 10 nor more than 60 days before the date of the meeting, either personally, by mail, or, if authorized by the board of directors, by a form of electronic transmission to which the shareholder has consented, to each shareholder of record entitled to vote at the meeting. For the purposes of these bylaws, “electronic transmission” means any form of communication that does not directly involve the physical transmission of paper, that creates a record that may be retained and retrieved by the recipient and that may be reproduced in paper form by the recipient through an automated process. If, as authorized by the board of directors, a shareholder or proxy holder may be present and vote at the meeting by remote communication, the means of remote communication allowed shall be specified in the notice of the meeting. Notice of the purposes of the meeting shall include notice of any shareholder proposals that are proper subjects for shareholder action and are intended to be presented by shareholders who have notified the corporation in writing of their intention to present the proposals at the meeting in accordance with these bylaws.

1.5 Shareholder Proposals. Except as otherwise provided by statute, the articles of incorporation, or these bylaws:

(a) No matter may be presented for shareholder action at an annual or special meeting of shareholders unless such matter is: (i) specified in the notice of the meeting (or any supplement to the notice) given by or at the direction of the

board of directors, Chairperson, or President; (ii) otherwise presented at the meeting by or at the direction of the board of directors, Chairperson, or President; (iii) properly presented for action at the meeting by a shareholder in accordance with the notice provisions set forth in this Section and any other applicable requirements; or (iv) a matter accepted for presentation by the Chairperson in his or her sole discretion.

(b) For a matter to be properly presented by a shareholder and to be included in the notice of the purposes of a shareholder meeting, the shareholder must have given timely notice of the matter in writing to the Secretary, President, or Chairperson of the corporation. If notice of a proper shareholder proposal is received at the principal executive office of the corporation not later than the first day of the corporation’s fiscal year, the matter shall be included in the notice of the purposes of, and may be presented at, the first shareholder meeting held after the end of the 3rd calendar month of the corporation’s fiscal year. The notice by the shareholder must set forth: (i) a brief description of the matter the shareholder desires to present for shareholder action; (ii) the name and record address of the shareholder proposing the matter for shareholder action; and (iii) any material interest of the shareholder in the matter proposed for shareholder action.

(c) Shareholder proposals must be proper subjects for shareholder action. A submitted proposal or matter shall be omitted if it: (i) relates to the enforcement of a personal claim or the redress of a personal grievance against the corporation, its management, or any other person, (ii) consists of a recommendation, request, or mandate that action be taken with respect to a matter, including a general economic, political, racial, religious, social, or similar cause, that is not significantly related to the corporation’s business or is not within the corporation’s power to effectuate, (iii) has at the shareholder’s request previously been submitted in either of the last two annual shareholder meetings and the shareholder has failed to present the proposal, in person or by proxy, for action at the meeting, (iv) is substantially similar to a matter or proposal that has previously been presented at any of the preceding five annual shareholder meetings and the matter or proposal received less than 10% of the total number of votes cast, or (v) consists of a recommendation or request that the management take action with respect to a matter relating to the conduct of the corporation’s ordinary business operations.

1.6 Adjournments. If a meeting is adjourned, it is not necessary to give notice of the adjourned meeting if (a) the date, time, and place, if any, to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and (b) at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. A shareholder or proxy holder may be present and vote at the adjourned meeting by means of remote communication if he or she was permitted to be present and vote by that means of remote communication in the original meeting notice. If after the adjournment the board of directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with Section 1.4.

 

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1.7 Waiver of Notice. A shareholder or a shareholder’s attorney-in-fact may waive the shareholder’s right to notice before or after a meeting by a signed waiver of notice. A shareholder’s attendance at a meeting will result in a waiver of objection to:

(a) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(b) consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

1.8 List of Shareholders Entitled to Vote. The officer or agent having charge of the stock transfer books for shares of the corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholder meeting or any adjournment thereof. The list shall be:

(a) arranged alphabetically within each class and series, with the address of, and the number of shares held by, each shareholder;

(b) produced at the time and place of the meeting;

(c) subject to inspection by any shareholder at any time during the meeting; and

(d) prima facie evidence as to who are the shareholders entitled to examine the list or to vote at the meeting.

If the meeting is held solely by means of remote communication, then the list shall be open to the examination of any shareholder during the entire meeting by posting the list on a reasonably accessible electronic network and the information required to access the list shall be provided with the notice of the meeting. Failure to comply with the requirements of this Section shall not affect the validity of an action taken at the meeting before a shareholder makes a demand to comply with the requirements.

1.9 Quorum. Unless a greater quorum is required by the articles of incorporation or statute, shares entitled to cast a majority of the votes at a shareholder meeting constitute a quorum at the meeting. The shareholders present in person or by proxy at the meeting are counted for the purpose of determining a quorum. Once a quorum is present, business may be conducted until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the shares present. When the holders of a class or series of shares are entitled to vote separately on an item of business, each class or series must have a quorum, as determined by this Section, for the purpose of transacting the item of business.

 

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1.10 Voting Rights. Except as otherwise provided by statute or the articles of incorporation, each share is entitled to one vote on each matter submitted to a vote.

1.11 Vote Required. An action, other than the election of directors, to be taken by shareholder vote shall be authorized by a majority of the votes cast by shareholders entitled to vote on the action, unless a greater vote is required by statute or the articles of incorporation. Unless the articles of incorporation provide otherwise, directors shall be elected by a plurality of votes cast. Shareholders may not cumulate their votes.

1.12 Class Voting. If the articles of incorporation provide that a class of shares or a series of a class shall vote as a class, either generally or to authorize one or more specified actions, such voting as a class or series shall be in addition to any other required vote. Where voting as a class or series is provided in the articles of incorporation, it shall be by the proportionate vote provided in the articles or, if a proportionate vote is not so provided, then for any action other than the election of directors, the action shall be authorized by a majority of the votes cast by the holders of the class or series entitled to vote on the action, unless a greater vote is required by statute or the articles of incorporation.

1.13 Participation in Meeting by Remote Communication. A shareholder may participate in a shareholder meeting by a conference telephone or by other means of remote communication through which all persons participating in the meeting may communicate with the other participants, if (a) the board of directors authorizes such participation; (b) all participants are advised of the means of remote communication and the names of the participants in the meeting; (c) the corporation implements reasonable measures to verify that each person considered present and permitted to vote at the meeting by means of remote communication is a shareholder or proxy holder; (d) the corporation implements reasonable measures to provide each shareholder and proxy holder a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and (e) if any shareholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action is maintained by the corporation. Such participation in a meeting constitutes presence in person at the meeting.

1.14 Electronic Meeting. Unless otherwise restricted by the articles of incorporation or these bylaws, the board of directors may hold a meeting of shareholders solely by means of remote communication if the requirements of Section 1.13 are met.

1.15 Conduct of Meetings. Shareholder meetings shall be conducted as follows:

(a) The Chairperson of the meeting shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting. Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.

 

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(b) The Chairperson of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall close upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes nor any revocations or changes to ballots, proxies, or votes may be accepted.

(c) If disorder arises that prevents the continuation of the business of the meeting, the Chairperson may adjourn the meeting.

(d) The Chairperson may require any person who is not a shareholder of record or holding a proxy to leave the meeting.

1.16 Business Transacted. The business effectively transacted at a shareholder meeting shall be confined to the following:

(a) any matter specified in the notice or reasonably related to a matter specified in the notice; and

(b) any matter (i) the consideration of which is not objected to by any shareholder attending the meeting, and (ii) notice of which is waived by all shareholders not attending the meeting.

1.17 Action Without a Meeting. Any action required or permitted to be taken at a shareholder meeting may be taken without a meeting, without prior notice, and without a vote, if:

(a) before or after the action all the shareholders entitled to vote at the meeting consent in writing or, if authorized by the board of directors, by a form of electronic transmission; or

(b) the articles of incorporation provide for shareholder action without a meeting, and consents in writing setting forth the action taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. A written consent under this Subsection (b) must bear the date of signature of each shareholder who signs the consent and is not effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be made to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a

 

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corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented in writing.

An electronic transmission consenting to an action transmitted by a shareholder or proxy holder, or by a person authorized to act for the shareholder or proxy holder, is written, signed, and dated for the purposes of this Section if the electronic transmission is delivered with information from which the corporation can determine that the electronic transmission was transmitted by the shareholder or proxy holder, or by the person authorized to act for the shareholder or proxy holder, and the date on which the electronic transmission was transmitted. The date on which an electronic transmission is transmitted is the date on which the consent was signed for purposes of this Section. A consent given by electronic transmission is not delivered until it is received by the Secretary or any other designated officer of the corporation and reproduced in paper form by the corporation.

1.18 Record Date.

(a) For the purpose of determining shareholders entitled to notice of and to vote at a shareholder meeting or an adjournment of a meeting, the board of directors shall fix a record date, which shall not precede the date on which the board adopts the resolution fixing the record date. The date shall not be more than 60 nor less than 10 days before the date of the meeting. If a record date is not fixed, the record date for determination of shareholders entitled to notice of or to vote at a shareholder meeting shall be the close of business on the day next preceding the day on which notice is given or, if no notice is given, the day next preceding the day on which the meeting is held. When a determination of shareholders of record entitled to notice of or to vote at a shareholder meeting is made as provided in this Section, the determination applies to any adjournment of the meeting, unless the board of directors fixes a new record date under this Section for the adjourned meeting.

(b) For the purpose of determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, the board of directors shall fix a record date, which shall not precede the date on which the board adopts the resolution fixing the record date and shall not be more than 10 days after the board resolution. If a record date is not fixed and prior action by the board of directors is required with respect to the corporate action to be taken without a meeting, the record date is the close of business on the day on which the board resolution is adopted. If a record date is not fixed and prior board action is not required, the record date is the first date on which a signed written consent is delivered to the corporation as provided in these bylaws.

 

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(c) For the purpose of determining shareholders entitled to receive payment of a share dividend or distribution, or allotment of a right, or for the purpose of any other action, the board of directors shall fix a record date, which shall not precede the date on which the board adopts the resolution fixing the record date. The date shall not be more than 60 days before the payment of the share dividend or distribution, allotment of a right, or other action. If a record date is not fixed, the record date is the close of business on the day on which the board resolution relating to the corporate action is adopted.

1.19 Proxies. A shareholder entitled to vote at a shareholder meeting or to express consent or dissent without a meeting may authorize one or more other persons to act for the shareholder by proxy only by one of the following methods:

(a) The execution of a writing authorizing another person or persons to act for the shareholder as proxy. Execution may be accomplished by the shareholder or by an authorized officer, director, employee, or agent of the shareholder by either signing the writing or causing his or her signature to be affixed to the writing by any reasonable means including, but not limited to, facsimile signature; or

(b) Transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will hold the proxy or to a proxy solicitation firm, proxy support service organization, or similar agent fully authorized by the person who will hold the proxy to receive that transmission. Any telegram, cablegram, or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram, or other electronic transmission was authorized by the shareholder. If a telegram, cablegram, or other electronic transmission is determined to be valid, the inspectors, or, if there are no inspectors, the persons making the determination shall specify the information upon which they relied.

A copy, facsimile telecommunication, or other reliable reproduction of the writing or transmission created pursuant to Subsection (a) or (b) may be substituted or used in lieu of the original writing or transmission for any purpose for which the original writing or transmission could be used, if the copy, facsimile telecommunication, or other reproduction is a complete reproduction of the entire original writing or transmission.

A proxy is not valid after the expiration of three years from its date unless otherwise provided in the proxy. A proxy must be filed with the corporation at or before the meeting.

 

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ARTICLE 2

DIRECTORS

2.1 Powers. The corporation’s business and affairs shall be managed by or under the direction of the board of directors, except as otherwise provided by statute or the articles of incorporation.

2.2 Number and Term of Directors. The board of directors shall consist of one or more directors as determined initially by the incorporator(s) and, thereafter, from time to time by the board of directors. A director need not be a shareholder. The first board of directors shall hold office until the first annual shareholder meeting. Directors shall be elected at each annual shareholder meeting, except as provided in Section 2.3, and each director shall hold office until a successor is elected and qualified, or until his or her resignation or removal. If shareholders of any class or series of shares have the exclusive right to elect one or more directors, those directors may be elected only by the vote of those shareholders.

2.3 Vacancies. Except as otherwise provided in the articles of incorporation, a vacancy occurring in the board (including a vacancy resulting from an increase in the number of directors) may be filled by the shareholders, by the board or, if the directors remaining in office constitute fewer than a quorum, by the affirmative vote of a majority of the remaining directors. Except as otherwise provided in the articles of incorporation, if the holders of any class of shares or series are entitled to elect one or more directors to the exclusion of other shareholders, vacancies of that class or series may be filled by a majority of the directors elected by the holders of that class or series then in office whether or not those directors constitute a quorum or by the holders of shares of that class or series. A vacancy that will occur at a specific date, by reason of resignation effective at a later date, may be filled before the vacancy occurs, but the newly elected or appointed director may not take office until the vacancy occurs.

2.4 Removal. The holders of a majority of the shares entitled to vote at an election of directors may remove one or more directors with or without cause.

2.5 Resignation. A director may resign by written notice to the corporation. A resignation is effective upon its receipt by the corporation or at a later time specified in the notice.

2.6 Directors’ Compensation. The board of directors, by affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, may establish reasonable compensation for a director’s services to the corporation as a director or officer. Directors may also be reimbursed for their expenses, if any, of attendance at each meeting of the board or a committee.

2.7 Regular Meetings. Regular meetings of the board of directors shall be held at the date, time, and place that the board determines. A notice to directors is not required for a regular meeting, except that, when the board establishes or thereafter changes the schedule of regular meetings, or changes the date, time, or place of a previously scheduled regular meeting, notice of the action shall be given to each director who was absent from the meeting at which the action was taken.

 

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2.8 Special Meetings. The Chairperson, the President, or directors constituting at least one-third of the directors then in office may call a special meeting of the board of directors by giving notice to each director.

2.9 Notice of Meetings. Except as otherwise provided by these bylaws, notice of the date, time, and place of each meeting of the board of directors shall be given to each director by either of the following methods:

(a) by mailing a written notice of the meeting to the address that the director designates or, in the absence of designation, to the last known address of the director, at least five days before the date of the meeting; or

(b) by delivering a written notice of the meeting to the director at least one full business day before the meeting, personally or by a form of electronic transmission to which the director has consented, to the director’s last known office or home.

2.10 Waiver of Notice. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting, unless, at the beginning of the meeting or promptly upon the director’s arrival, the director objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. A director may waive notice in writing or by electronic transmission before or after a meeting.

2.11 Purpose of Meetings. Neither the business to be transacted at, nor the purpose of, a regular or special meeting need be specified in the notice or waiver of notice of the meeting. If the purpose is stated in the notice, the business transacted at the meeting is not limited to the purpose stated.

2.12 Quorum and Required Vote. A majority of the directors then in office, or of the members of a committee of the board of directors, constitutes a quorum for the transaction of business, unless the articles of incorporation, these bylaws, or, in the case of a committee, the board resolution establishing the committee, provide for a larger or smaller number. The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the board or of the committee, unless the vote of a larger number is required by statute, the articles of incorporation, these bylaws, or, in the case of a committee, the board resolution establishing the committee.

2.13 Action by Written Consent. Action required or permitted to be taken under authorization voted at a meeting of the board of directors or a committee of the board may be taken without a meeting if, before or after the action, all members of the board then in office or of the committee consent to the action in writing or by electronic transmission. The written consents shall be filed with the minutes of the board or committee. The consent has the same effect as a vote of the board or committee for all purposes.

 

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2.14 Electronic Participation in Meeting. A member of the board of directors or of a committee of the board may participate in a meeting by means of conference telephone or other means of remote communication through which all persons participating in the meeting can communicate with each other. Such participation in a meeting constitutes presence in person at the meeting. A director must be permitted to participate in a meeting by such means if the director so requests.

2.15 Committees of Directors.

(a) The board of directors may designate one or more committees consisting of one or more directors. The board may designate one or more directors as alternate members of a committee, who may replace an absent or disqualified member at a meeting of the committee. Unless prohibited by the board resolution creating the committee, in the absence or disqualification of a committee member, the committee members present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of the absent or disqualified member.

(b) A committee, to the extent provided in the board resolution creating the committee, may exercise all of the board’s power and authority in the management of the business and affairs of the corporation, except that a committee may not: (i) amend the articles of incorporation, except that a committee may prescribe the relative rights and preferences of the shares of any series designated in the articles of incorporation; (ii) adopt an agreement of merger or share exchange; (iii) recommend to shareholders the sale, lease, or exchange of all or substantially all of the corporation’s property and assets; (iv) recommend to shareholders a dissolution of the corporation or a revocation of a dissolution; (v) amend the bylaws of the corporation; or (vi) fill vacancies in the board of directors. Unless the articles of incorporation, these bylaws, or a resolution of the board of directors expressly so provides, a committee may not declare a distribution or dividend or authorize the issuance of stock.

(c) A committee exists, and each member serves, at the pleasure of the board. A committee may establish a time and place for regular meetings, for which no notice is required, except that, if the committee changes the date, time, or place of a regular meeting, notice of the change shall be given to each member who was absent from the meeting at which the change was made. Otherwise, a notice of a committee meeting shall be given in the same manner as a notice of a board meeting.

 

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ARTICLE 3

OFFICERS

3.1 Appointment. The board of directors, at its first meeting following appointment by the incorporator(s) and thereafter at its first meeting following the annual shareholder meeting, shall appoint a President, Secretary, and Treasurer and may elect from their number a Chairperson and one or more Vice Chairpersons. The board may also appoint one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers and agents that it deems necessary. The board of directors need not appoint or elect an officer to an office that is already filled and whose specified term has not expired. The same person may hold two or more offices, but an officer may not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law, the articles of incorporation, or these bylaws to be executed, acknowledged, or verified by two or more officers.

3.2 Term and Removal. An officer shall hold office for the term the board specifies upon election or appointment and until a successor is elected or appointed and qualified, or until the officer’s resignation or removal. The board may remove an officer with or without cause. An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a later date specified in the notice.

3.3 Chairperson of the Board. The Chairperson of the board, if one is elected, shall preside when present at all meetings of the shareholders and the board of directors. The Chairperson shall perform any other duties and exercise any other authority that the board prescribes and, unless otherwise provided by board resolution, is an ex officio member of all committees. Except where by law the signature of the President is required, the Chairperson possesses the same power and authority as the President to make and execute contracts, instruments, papers, and documents of every kind in the name of and on behalf of the corporation.

3.4 Vice Chairperson of the Board. During the unavailability or disability of the Chairperson, or while that office is vacant, the Vice Chairpersons, in the order the board designates, may exercise all of the powers and discharge all of the duties of the Chairperson. A Vice Chairperson shall perform any other duties that the board prescribes.

3.5 President. The President shall be the corporation’s chief executive officer and have the general control and management of its business, under the direction of the board. The President shall ensure that all orders and resolutions of the board are carried into effect. Unless the board specifically provides otherwise, the President shall be an ex officio member of all committees. The President shall perform all duties incident to the office of President and other duties that the board prescribes. The President may make and execute contracts, instruments, papers, and documents of every kind in the name and on behalf of the corporation, except when the board specifies the same to be done by another officer or agent. During the absence or disability of the Chairperson and the Vice Chairpersons, or while those offices are vacant, the President shall preside over all meetings of the board of directors and the shareholders and perform all of the duties and have all of the power and authority of the Chairperson.

 

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3.6 Vice Presidents. The board may designate one or more Vice Presidents to perform the duties and exercise the authority of the President during the President’s absence or disability. Each Vice President shall perform other duties that the President assigns or the board prescribes.

3.7 Secretary. The Secretary shall cause to be recorded and maintained minutes of all meetings of the board, board committees, and shareholders. The Secretary shall cause to be given all notices required by law, these bylaws, or resolution of the board and shall perform other duties that the President assigns or the board prescribes.

3.8 Treasurer. The Treasurer shall cause to be kept in books belonging to the corporation a full and accurate account of all receipts, disbursements, and other financial transactions of the corporation. The Treasurer shall perform other duties that the President assigns or the board prescribes.

3.9 Assistant Secretaries and Assistant Treasurers. An Assistant Secretary or an Assistant Treasurer may perform any duty or exercise any authority of the Secretary or Treasurer, respectively. An Assistant Secretary or Assistant Treasurer also shall perform duties that the Secretary or the Treasurer, respectively, or the President assigns or that the board prescribes.

3.10 Other Officers. The board of directors may appoint other officers to perform duties and exercise authority that the President assigns or the board prescribes.

ARTICLE 4

INDEMNIFICATION

4.1 Indemnification in Action by Third Party. The corporation shall indemnify any director and may indemnify any officer, employee, agent, or other person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in the right of the corporation), whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses (including attorneys’ fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and, with respect to a criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an

 

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action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

4.2 Indemnification in Action by or in Right of the Corporation. The corporation shall indemnify any director and may indemnify any officer, employee, agent, or other person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders. Indemnification shall not be made for a claim, issue, or matter in which the person shall have been found liable to the corporation except to the extent authorized by statute.

4.3 Expenses. To the extent that a director or officer of the corporation or any other person entitled to mandatory indemnification under Section 4.1 of this Article has been successful on the merits or otherwise in defense of an action, suit, or proceeding referred to in Section 4.1 or 4.2 of this Article, or in defense of a claim, issue, or matter in the action, suit, or proceeding, the corporation shall indemnify that person against actual and reasonable expenses (including attorneys’ fees), incurred by the person in connection with the action, suit, or proceeding and an action, suit, or proceeding brought to enforce the mandatory indemnification provided in this Section. The corporation may indemnify any other employee, agent or person who may be indemnified under Section 4.1 or 4.2 to the extent that person has been successful on the merits or otherwise against actual and reasonable expenses (including attorneys’ fees) incurred by the person in connection with the action, suit, or proceeding and an action, suit, or proceeding brought to enforce the mandatory indemnification provided in this Section.

4.4 Determination, Evaluation, and Authorization of Indemnification.

(a) Except as otherwise provided in Subsection (e) or unless ordered by a court, the corporation shall make an indemnification under Section 4.1 or 4.2 of this Article only upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 4.1 or 4.2 of this Article and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination and evaluation may be made in any of the following ways:

 

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(i) By a majority vote of a quorum of the board of directors consisting of directors who are not parties or threatened to be made parties to the action, suit, or proceeding.

(ii) If a quorum cannot be obtained under Subsection (i) above, by majority vote of a committee duly designated by the board and consisting solely of two or more directors not at the time parties or threatened to be made parties to the action, suit, or proceeding.

(iii) By independent legal counsel in a written opinion, which counsel shall be selected in one of the following ways:

(A) By the board or its committee in the manner prescribed in Subsection (i) or (ii) above.

(B) If a quorum of the board cannot be obtained under Subsection (i) above and a committee cannot be designated under Subsection (ii) above, by the board.

(iv) By all independent directors (as that term is defined in the Michigan Business Corporation Act) who are not parties or threatened to be made parties to the action, suit, or proceeding.

(v) By the shareholders, but shares held by directors, officers, employees, or agents who are parties or threatened to be made parties to the action, suit, or proceeding may not be voted.

(b) In the designation of a committee under Subsection (a)(ii) or in the selection of independent legal counsel under Subsection (a)(iii)(B), all directors may participate.

(c) If a person is entitled to indemnification under Section 4.1 or 4.2 for a portion of expenses, including reasonable attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the corporation may indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified.

(d) The corporation shall authorize payment of indemnification under this Section in one of the following ways:

(i) By the board in one of the following ways:

(A) If there are two or more directors who are not parties or threatened to be made parties to the action, suit, or proceeding, by a majority vote of all directors who are not parties or threatened to be made parties, a majority of whom shall constitute a quorum for this purpose.

 

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(B) By a majority of the members of a committee of two or more directors who are not parties or threatened to be made parties to the action, suit, or proceeding.

(C) If the corporation has one or more independent directors who are not parties or threatened to be made parties to the action, suit, or proceeding, by a majority vote of all independent directors who are not parties or are threatened to be made parties, a majority of whom shall constitute a quorum for this purpose.

(D) If there are no independent directors and less than two directors who are not parties or threatened to be made parties to the action, suit, or proceedings, by the vote necessary for action by the board in accordance with Section 523 of the Michigan Business Corporation Act, in which authorization all directors may participate.

(ii) By the shareholders, but shares held by directors, officers, employees, or agents who are parties or threatened to be made parties to the action, suit, or proceeding may not be voted on the authorization.

(e) To the extent that the articles of incorporation include a provision eliminating or limiting the liability of a director pursuant to Section 209(1)(c) of the Michigan Business Corporation Act, the corporation may indemnify a director for the expenses and liabilities described in this Subsection without a determination that the director has met the standard of conduct set forth in Section 4.1 or 4.2, but no indemnification shall be made except to the extent authorized in Section 564c of the Michigan Business Corporation Act if the director received a financial benefit to which he or she was not entitled, intentionally inflicted harm on the corporation or its shareholders, violated Section 551 of the Michigan Business Corporation Act, or intentionally committed a criminal act. In connection with an action or suit by or in the right of the corporation as described in Section 4.2, indemnification under this Subsection shall be for expenses, including attorneys’ fees, actually and reasonably incurred. In connection with an action, suit, or proceeding other than an action, suit, or proceeding by or in the right of the corporation, as described in Section 4.1, indemnification under this Subsection shall be for expenses, including attorneys’ fees, actually and reasonably incurred, and for judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred.

 

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4.5 Advances.

(a) The corporation may pay or reimburse the reasonable expenses incurred by a director, officer, employee, or agent who is a party or threatened to be made a party to an action, suit, or proceeding before final disposition of the proceeding if the person furnishes the corporation a written undertaking, executed personally or on the person’s behalf, to repay the advance if it is ultimately determined that the person did not meet the applicable standard of conduct, if any, required by statute for the indemnification of a person under the circumstances.

(b) The undertaking required by Subsection (a) above must be an unlimited general obligation of the person, but need not be secured and may be accepted without reference to the financial ability of the person to make repayment.

(c) An evaluation of reasonableness under this Section shall be made in the manner specified in Section 4.4(a) above, and authorizations shall be made in the manner specified in Section 4.4(d) above.

(d) A provision in the articles of incorporation or bylaws, a resolution of the board or shareholders, or an agreement making indemnification mandatory shall also make the advancement of expenses mandatory unless the provision, resolution, or agreement specifically provides otherwise.

4.6 Other Indemnification Agreements. The indemnification or advancement of expenses provided by this Article is not exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation, these bylaws, or a contractual agreement. The total amount of expenses advanced or indemnified from all sources combined may not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided in Sections 4.1 to 4.6 continues as to a person who ceases to be a director, officer, employee, or agent and shall inure to the benefit of the person’s heirs, personal representatives, and administrators.

4.7 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by the person in any such capacity or arising out of the person’s status as such, whether or not the corporation would have power to indemnify the person against the liability under Sections 4.1 to 4.6. To the extent that the articles of incorporation include a provision eliminating or limiting the liability of a director pursuant to Section 209(1)(c) of the Michigan Business Corporation Act, the corporation may purchase insurance on behalf of a director from an insurer owned by the corporation, but insurance purchased from that insurer may insure a director against monetary liability to the corporation or its shareholders only to the extent that the corporation could indemnify the director under Section 4.4(e).

 

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4.8 Constituent Corporation. For the purposes of this Article, “corporation” includes all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation, so that a person who is or was a director, officer, employee, or agent of the constituent corporation or is or was serving at the request of the constituent corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise whether for profit or not shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as the person would if the person had served the resulting or surviving corporation in the same capacity.

4.9 Definitions. For the purposes of this Article: (a) “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; (b) “other enterprises” shall include employee benefit plans; (c) “serving at the request of the corporation” shall include any service as a director, officer, employee, or agent of the corporation which service imposes duties on, or involves services by, the director, officer, employee, or agent with respect to any employee benefit plan, its participants, or beneficiaries; and (d) a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in manner “not opposed to the best interest of the corporation or its shareholders” as referred to in Sections 4.1 and 4.2.

ARTICLE 5

SHARE CERTIFICATES AND TRANSFERS

5.1 Share Certificates; Required Signatures. Every holder of stock in the corporation shall be entitled to have a certificate in the name of the corporation signed by the Chairperson, a Vice Chairperson, the President, or a Vice President. Share certificates may, but need not be, sealed with the seal of the corporation or a facsimile of the seal. The signatures of the officers may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or its employee. The corporation may issue a certificate even though the officer who has signed or whose facsimile signature has been placed upon the certificate ceases to be an officer before the certificate is issued.

5.2 Issuance of Shares Without Certificates. The corporation may issue some or all of the shares of any or all of its classes or series without certificates. Within a reasonable time after issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement confirming the issuance of shares without certificates. Such written statements shall include: (a) the name of the corporation and that it is formed under the laws of the State of Michigan; (b) the name of the person to whom the shares are issued; (c) the number and class of shares and the designation of the series, if any, which the certificate represents; (d) that the holder of the shares is entitled to have a certificate upon written request made to the Secretary of the corporation, and (e) any other information required by law to appear on a stock certificate.

 

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5.3 Replacement of Certificates. The corporation shall issue a new certificate for shares in place of a certificate alleged to have been lost or destroyed. The board of directors may require the owner of the lost or destroyed certificate, or the owner’s legal representative, to give the corporation a bond or other security sufficient to indemnify the corporation against any claim that may be made against it on account of the lost or destroyed certificate or the issuance of a replacement certificate.

5.4 Registered Shareholders. The corporation may treat the registered holder of a share as the absolute owner of the share and shall not be bound to recognize any equitable interest in or other claim to the share by any other person, whether or not the corporation has actual notice of the interest or claim, except as otherwise provided by law.

5.5 Transfer Agent and Registrar. The board of directors may appoint a transfer agent and a registrar for the transfer and registration of its securities.

5.6 Transfer of Shares. A sale, assignment, exchange, conveyance, gift, pledge, hypothecation, or other transfer of shares of the corporation’s stock, whether by operation of law or otherwise, shall not be effective as to the corporation until recorded on the corporation’s stock transfer books.

ARTICLE 6

GENERAL PROVISIONS

6.1 Dividends or Other Distributions. By action of the board of directors, the corporation may declare and pay dividends or make other distributions as permitted by law.

6.2 Voting of Securities. Unless the board directs otherwise, the Chairperson or the President, or, during their absence or disability, the Vice Presidents in the order that the board designates, may on behalf of the corporation attend and vote (or execute in the name or on behalf of the corporation a consent in writing or by electronic transmission in lieu of a meeting of shareholders or a proxy authorizing an agent or attorney-in-fact for the corporation to attend and vote) at any meeting of security holders of any corporation in which the corporation holds securities. At such meetings such person may exercise all rights incident to the ownership of such securities which the corporation might exercise if present. The board may confer this voting power upon any other person.

6.3 Checks. The corporation’s checks, drafts, and orders for the payment of money shall be signed in the name of the corporation in the manner and by the persons that the board of directors designates.

 

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6.4 Signing of Instruments. When the board or these bylaws authorize the signing of a contract, conveyance, or other instrument without specification of the signing officer, the Chairperson, the President, any Vice President, the Secretary, or the Treasurer may sign in the name and on behalf of the corporation and may affix the corporate seal to the instrument. The board may authorize other officers and agents to sign instruments in the name and on behalf of the corporation.

6.5 Corporate Books and Records. The corporation shall keep books and records of account and minutes of the proceedings of its shareholders, board of directors, and executive committee, if any. The books, records, and minutes may be kept outside the State of Michigan. The corporation shall keep at its registered office, or at the office of its transfer agent within or without the State of Michigan, records containing the names and addresses of all shareholders, the number, class and series of shares held by each, and the dates when they respectively became holders of record. Any of the books, records, or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. The corporation shall convert into written form without charge any record not in written form, unless otherwise requested by a person entitled to inspect the record.

6.6 Seal. The corporation may have a seal in the form that the board of directors determines. The seal may be used by causing it or a facsimile to be affixed, impressed, or reproduced.

ARTICLE 7

AMENDMENTS

The shareholders or the board of directors may amend or repeal these bylaws or adopt new bylaws, unless the articles of incorporation or these bylaws provide that the power to adopt new bylaws is reserved exclusively to the shareholders or that the board may not alter or repeal these bylaws or any particular bylaw. Amendment of these bylaws by the board requires the vote of a majority of the directors then in office.

 

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EX-3.58 57 d772859dex358.htm EX-3.58 EX-3.58

Exhibit 3.58

 

LOGO

ARTICLES OF AMENDMENT TO THE CHARTER

CORPORATE CONTROL NUMBER (IF KNOWN)                 0004674                                                                                          

PURSUANT TO THE PROVISIONS OF SECTION 48—20—106 OF THE TENNESSEE BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS CHARTER:

PLEASE MARK THE BLOCK THAT APPLIES:

 

x   AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE.
¨   AMENDMENT IS TO BE EFFECTIVE,                                                                                                                                        
                                                                     MONTH                             DAY                                 YEAR
(NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING.
1.   PLEASE INSERT THE NAME OF THE CORPORATION AS IT APPEARS ON RECORD:                                            
 

        Perrigo Company of Tennessee                                                                                                                  

  IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:
                                                                                                                                                                                                                                                                
2.   PLEASE INSERT ANY CHANGES THAT APPLY:
 

A.

   PRINCIPAL ADDRESS: (street)                                                                                                                                                                                   
                                                                                                                                                                                                                                                       
    (city)                                                                 (state)                                                              (zip code)
 

B.

   REGISTERED AGENT:                                                                                                                                                                                                  
 

C.

   REGISTERED ADDRESS: (street)                                                                                                                                                                           
                                                                                                  TN
    (city)                                                                         (state)                     (zip code)                    (county)
 

D.

   OTHER CHANGES: Section 2.g. of the Amended and Restated Charter of the Corporation is hereby deleted in its entirety.
3.   THE CORPORATION IS FOR PROFIT.
4.   THE MANNER (IF NOT SET FORTH IN THE AMENDMENT) FOR IMPLEMENTATION OF ANY EXCHANGE, RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES IS AS FOLLOWS:
5.   THE AMENDMENT WAS DULY ADOPTED ON         July                    22                     1996              BY:
                                                                                      MONTH            DAY                YEAR
    (NOTE: PLEASE MARK THE BLOCK THAT APPLIES)
¨   THE INCORPORATORS.
¨   THE BOARD OF DIRECTORS WITHOUT SHAREHOLDER APPROVAL, AS SUCH WAS NOT REQUIRED.
x   THE SHAREHOLDERS.

 

Vice President and Secretary     /s/ John R. Nichols
SIGNER’S CAPACITY     SIGNATURE
    John R. Nichols
    NAME OF SIGNER (TYPED OR PRINTED)

 

LOGO       RDA 1678

 

LOGO

ARTICLES OF AMENDMENT TO THE CHARTER

CORPORATE CONTROL NUMBER (IF KNOWN)                 0004674                                                                                          

PURSUANT TO THE PROVISIONS OF SECTION 48—20—106 OF THE TENNESSEE BUSINESS CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS CHARTER:

PLEASE MARK THE BLOCK THAT APPLIES:

 

¨   AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE.
¨   AMENDMENT IS TO BE EFFECTIVE,                                                                                                                                        
                                                                 MONTH                             DAY                                 YEAR
(NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING.
1.   PLEASE INSERT THE NAME OF THE CORPORATION AS IT APPEARS ON RECORD:                                                      
 

        Cumberland-Swan, Inc.                                                                                                                                                           

  IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:
    Perrigo Company of Tennessee                                                                                                                                                       
2.   PLEASE INSERT ANY CHANGES THAT APPLY:
 

A.

   PRINCIPAL ADDRESS: (street)                                                                                                                                                
                                                                                                                                                                                                                                                       
    (city)                                                                         (state)                                                              (zip code)
 

B.

   REGISTERED AGENT:                                                                                                                                                                                                  
 

C.

   REGISTERED ADDRESS: (street)                                                                                                                                                                              
                                                                                  TN
    (city)                                                                 (state)                             (zip code)                        (county)
 

D.

   OTHER CHANGES:
3.   THE CORPORATION IS FOR PROFIT.
4.   THE MANNER (IF NOT SET FORTH IN THE AMENDMENT) FOR IMPLEMENTATION OF ANY EXCHANGE, RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES IS AS FOLLOWS:
5.   THE AMENDMENT WAS DULY ADOPTED ON         June                    28                     1995              BY:
                                                                                      MONTH            DAY                YEAR
    (NOTE: PLEASE MARK THE BLOCK THAT APPLIES)
¨   THE INCORPORATORS.
¨   THE BOARD OF DIRECTORS WITHOUT SHAREHOLDER APPROVAL, AS SUCH WAS NOT REQUIRED.
x   THE SHAREHOLDERS.

 

Vice President & Chief Financial Officer     /s/ Steven M. Neil
SIGNER’S CAPACITY     SIGNATURE
    Steven M. Neil
    NAME OF SIGNER (TYPED OR PRINTED)

 

LOGO    RDA 1678

 

LOGO

AMENDED AND RESTATED CHARTER OF

CUMBERLAND—SWAN, INC.

To the Secretary of State of Tennessee:

Pursuant to the provisions of Section 48-20-107 of the Tennessee Business Corporation Act, as amended, the undersigned corporation adopts the following amended and restated charter:

1. The name of the corporation is Cumberland-Swan, Inc.

2. The text of the charter of the corporation is restated as follows:

a. The address of the initial registered office of the corporation in the State of Tennessee shall be 109 Austin Avenue, Smyrna, Rutherford County, Tennessee 37167.

b. The name of the initial registered agent of the corporation, located at the registered office set forth above, is Lonnie L. Smith.

c. The address of the principal office of the corporation shall be One Swan Drive, P.O. Box 129, Smyrna, Rutherford County, Tennessee 37167.

d. The corporation is for profit.

e. The maximum number of shares which the corporation has the authority to issue is 500,000 shares of common stock, no par value, which shares collectively shall have unlimited voting rights and the right to receive net assets of the corporation upon dissolution.

f. No director shall be liable to the corporation or its shareholders for monetary damages for breach of the director’s fiduciary duty, but this provision shall not limit or eliminate a director’s liability for (i) a breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law, (iii) a violation of §48-18-304 of the Tennessee Business Corporation Act, or (iv) a transaction from which a director derived an improper personal benefit.

The corporation shall indemnify any person who is or was a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of

another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation or its shareholders, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation or its shareholders, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

The corporation shall indemnify any person who is or was a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

To the extent that a director or officer or a former director or officer has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in this Section f., or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him in connection therewith.

Any indemnification under this Section f. (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer or former director or

 

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officer is proper in the circumstances because he has met the applicable standard of conduct set forth in this Section f. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent special legal counsel in a written opinion, or (iii) by the shareholders in a vote meeting the requirements of T.C.A. 48-18-506(b)(4).

Expenses incurred in defending a civil or criminal action, suit or proceeding described in this Section f. shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding provided that such advance payments are authorized in the same manner as provided in this Section f., and the corporation receives a written affirmation of the director or officer or former director or officer of his good faith belief that he has met the standard of conduct described in T.C.A. 48-18-502 and a written undertaking by or on behalf of the director or officer or former director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.

Nothing contained in this Section f. shall affect or limit the rights to indemnification to which any director or officer or former director or officer of the corporation or of another corporation, partnership, joint venture, trust or other enterprise which he is or was serving at the request of the corporation may be entitled by contract or otherwise by law. The indemnification provided in this Section f. shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

The corporation may indemnify any person for liability incurred by reason of the fact he is or was an employee or agent (but not a director or officer) of the corporation or is or was serving at the request of the corporation as an employee or agent (but not a director or officer) of another corporation, partnership, joint venture, trust or other enterprise whenever the Board of Directors deems it equitable or desirable that such indemnification be made.

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have power to indemnify him against such liability under the foregoing provisions of this Section f.

 

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For the purpose of this Section f., references to “the corporation” include all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation, so that a person who is or was a director, officer, employee or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise shall stand in the same position under the provisions of this Charter with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

g. The directors of this corporation shall be divided into three classes. Membership in each class shall be as nearly equal in number as possible, given the total number of directors. Members of Class I shall be elected for a one (1) year term, members of Class II shall be elected for a two (2) year term, and members of Class III shall be elected for a three (3) year term. At each annual election of directors by shareholders of the corporation, the directors chosen to succeed those whose terms then expire shall be identified as being of the same class as the directors they succeed and shall be elected for a term expiring at the third annual election of directors by the shareholders of the corporation, or thereafter when their respective successors in each case are elected by the shareholders and qualified. The reduction of the number of directors shall not shorten the term of any director then in office.

3. The corporation certifies that the amendment and restatement contains an amendment to the charter of the corporation requiring shareholder approval.

4. The corporation further certifies that the amendment and restatement was duly adopted on January 13, 1992, by the sole shareholder of the corporation.

5. This amended and restated charter is to be effective January 13, 1992.

 

Dated: January 13, 1992    CUMBERLAND-SWAN, INC.

 

By:   /s/ Lonnie L. Smith
  Lonnie L. Smith
  Its President

 

LOGO             LOGO

 

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EX-3.59 58 d772859dex359.htm EX-3.59 EX-3.59

Exhibit 3.59

AMENDED AND RESTATED BYLAWS

of

PERRIGO COMPANY OF TENNESSEE

as amended through October 1, 2006

Bylaws TN 200611

PERRIGO COMPANY OF TENNESSEE

AMENDED AND RESTATED BYLAWS

ARTICLE I

Offices

The Corporation may have offices at such places as the Board of Directors may from time to time determine.

ARTICLE II

Shareholders

Section 1—Place of Meeting

Except as otherwise provided by applicable law, the Board of Directors may designate any place as the place of meeting for any annual meeting of shareholders or for any special meeting of shareholders.

Section 2—Annual Meeting

The annual meeting of shareholders shall be held on such date and at such time and place as shall be selected by the Board of Directors, for the purpose of electing directors, setting the number of directors and for the transaction of such other business as may properly be brought before the meeting.

Section 3—Special Meeting

A special meeting of shareholders may be called at any time by the Chairman, the President or a majority of the directors then in office.

Section 4—Notice of Meeting

Written notice of the place, date, hour and purposes of each meeting of shareholders shall be given to the holders of record of the shares of capital stock of the Corporation entitled to vote at the meeting by (a) mail, postage prepaid, (b) facsimile, (c) email (d) overnight mail (e) courier service or (f) personal delivery not later than 48 hours prior to such meeting nor more than 60 days before the date of such meeting to each such holder at the postal address, facsimile number or email address, as applicable, designated by him or her for that purpose or, if none is designated, at his or her last known postal address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation. If transmitted via facsimile, such

Bylaws TN 200611

 

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notice shall be deemed to be delivered when a confirmation of the transmission of the facsimile to the shareholder at his or her facsimile number as it appears on the stock transfer books of the Corporation has been received. If transmitted via email, such notice shall be deemed to be delivered when a confirmation of the transmission of the email to the shareholder at his or her email address as it appears on the stock transfer books of the Corporation has been received. If delivered by other means, such notice shall be deemed to be delivered upon confirmed personal deliver to the shareholder or upon delivery to the address of the shareholder at his or her address as it appears on the stock transfer books of the Corporation. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Meetings may be held without notice if all shareholders entitled to vote are present, or if notice is waived by those not present in accordance with Article VI of these Bylaws.

If a meeting of shareholders is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and only such business is transacted at the adjourned meeting as might have been transacted at the original meeting; provided that, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record on the new record date

Section 5—Quorum: Adjournment

At all meetings of shareholders there shall be present in person or by proxy holders of a majority of the shares entitled to vote at the meeting in order to constitute a quorum. From time to time and whether or not there is such a quorum, the chairman of the meeting or the holders of a majority of the shares entitled to vote at the meeting present in person or by proxy, without notice other than announcement at the meeting of the time and place to which the meeting is adjourned, may adjourn the meeting to such time and place, subject, however, to the provisions of the proviso last set forth in Section 4 of this Article II of these Bylaws. The shareholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

The chairman of any meeting of shareholders shall be the President, unless the Board of Directors shall by resolution prior to such meeting designate another person as chairman of such meeting.

Section 6—Voting

At each meeting of shareholders, each shareholder present in person or represented by a valid proxy that satisfies the requirements of Section 9 of this Article II of these Bylaws shall be entitled to one vote for each share of common stock registered in the shareholder’s name on the books of the Corporation at the record date determined in accordance with Section 5 of Article V of these Bylaws.

 

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Election of directors at all meetings of the shareholders at which directors are to be elected shall be by ballot, and, a plurality of the votes cast thereat shall elect directors. In all matters other than the election of directors, when an action is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by applicable law.

Section 7—Action Without Meetings of Shareholders

Unless otherwise provided in the Articles of Incorporation, any action which may be authorized or taken at a meeting of the shareholders may be authorized or taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by all of the holders of outstanding shares who would be entitled to vote at a meeting.

Section 8—Inspection of Shareholders List

The Corporation shall keep at its office or at the office of its transfer agent records containing the names and addresses of all shareholders, the number of shares held by each, and the dates when they respectively became holders of record thereof. A person who is a shareholder of record of the Corporation, upon at least 10 days written demand, may examine for any proper purpose, in person or by agent or attorney, during usual business hours, the record of shareholders and make extracts therefrom, at such place as such records are kept.

The officer or agent of the Corporation having charge of the stock transfer books for shares of the Corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. Such list shall be produced at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

Section 9—Proxies

Any shareholder entitled to vote upon any matter at any meeting of shareholders may so vote by proxy; but no proxy shall be exercised after eleven months from its date unless said proxy provides for a longer period for which it shall remain in force. Every proxy shall be in writing and signed by the shareholder or his or her duly authorized agent or representative. Proxies shall be delivered to the Secretary of the Corporation before such meeting.

 

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ARTICLE III

Board of Directors

Section 1—Number: Method of Election; Terms of Office; Qualification and Removal

The business and affairs of the Corporation shall be managed by the Board of Directors. The number of directors comprising the Board of Directors shall be fixed by the shareholders at the annual meeting or special meeting. The Board of Directors may consist of one director. Until otherwise resolved in a meeting of the shareholders, the Board of Directors shall be three (3) in number. Directors shall be elected by the shareholders at the annual meeting of the shareholders or at any adjournment of such meeting. Directors so elected shall hold office for the term of one (1) year or until others are chosen and qualified in their stead.

During the intervals between annual meetings of shareholders, any vacancy in the Board of Directors caused by resignation, removal, death, or other incapacity may be filled by majority vote of the directors then in office, though less than quorum of the Board. A directorship to be filled because of a vacancy may be filled by the Board for a term of office continuing only until the next election of the directors.

Any director may be removed from office as a director at any time, but only for cause, by the affirmative vote of shareholders holding a majority of the outstanding shares of Common Stock of the Corporation entitled to vote for the election of directors at a meeting of the shareholders called for that purpose.

If for any reason the annual meeting of shareholders shall not be held at the time appointed by these Bylaws, the directors shall cause a meeting to be held for the election of the directors as soon thereafter as conveniently may be, and the directors then in office who are nominees for reelection or for whom successors are to be elected shall continue in office until such election shall have been held and until their reelection or their successors have been duly elected and qualified.

Section 2—Meetings

The Board of Directors may hold its meetings and have an office and keep the books of the Corporation, except as otherwise provided by applicable law or these Bylaws, in such place or places as the Board may from time to time determine.

The Board of Directors may in its discretion provide for regular meetings of the Board. Notice of regular meetings need not be given. Special meetings of the Board shall be held whenever called by direction of the President or any two of the directors for the time being in office. The Secretary shall give notice of a special meeting by mailing same at least three days, or by delivering personally or by overnight mail or courier service, or by

Bylaws TN 200611

 

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telegraphing the same at least one day, or by telephoning or delivering by facsimile transmission at least 12 hours, before the meeting to each director, but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

A meeting may be held without notice, and any business may be transacted thereat, if every director shall be present, or if those not present waive notice of the meeting in accordance with Article VI of these Bylaws. No notice of any adjourned meeting need be given.

Section 3—Quorum and Actions of the Board of Directors

Except as provided in Section 6 of this Article III of these Bylaws, a majority of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors; but if there be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

A member of the Board may participate in any meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 4—Committees

The Board of Directors may designate from among its members such committees as it may deem appropriate from time to time, and such committees shall exercise the authority delegated to them.

Section 5—Quorum and Action of a Committee

Except as provided in Section 6 of this Article III of these Bylaws, a majority of any committee of the Board of Directors shall constitute a quorum for the transaction of business, and the acts of a majority of the committee members present at a meeting at which a quorum is present shall be the acts of the committee; but if there be less than a quorum at any meeting of a committee, a majority of those present may adjourn the meeting from time to time. The members of a committee present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough committee members to leave less than a quorum.

A majority, or the chairperson, of any committee may fix the time and place of its meeting, unless the Board shall otherwise provide. Notice of meetings of a committee shall be given to each member of the committee in the manner provided for in the second paragraph of Section 2 of this Article III of these Bylaws.

 

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In the absence or disqualification of a member of a committee, the remaining members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of such absent or disqualified member.

A member of a committee of the Board of Directors may participate in any meeting of the committee by means of conference telephone or similar communication equipment by means of which all persons may participate in the meeting, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 6—Action by Unanimous Written Consent

Any action required or permitted to be taken at any meeting of the Board of Directors or a committee thereof may be taken without a meeting if, before the action, all members of the Board or of the committee consent thereto in writing or by electronic transmission. The written consents shall be filed with the minutes of the proceedings of the Board or committee. The consent shall have the same effect as a vote of the Board or committee for all purposes.

Section 7—Compensation of the Board of Directors

Directors, unless employed by and receiving a salary from the Corporation, shall receive such compensation for serving on the Board and for attending meetings of the Board and any committee thereof as may be fixed by the Board. Directors shall be reimbursed their reasonable expenses incurred while engaged in the business of the Corporation.

ARTICLE IV

Officers

Section 1—Selection and Removal

The officers of the Corporation shall be a President, Secretary and Treasurer, who shall be elected by the Board of Directors after each annual meeting of shareholders. The Board is authorized to elect or appoint from time to time such other officers, including a Chairman, one or more Vice-Chairmen, one or more Vice Presidents, including Senior Vice Presidents or Executive Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. No one of said officers need be a director. All of the officers, except the Secretary, shall be regular full-time employees of the Corporation or an affiliated company. Any two of the above offices except those of (a) President and Vice President, (b) Secretary and Assistant Secretary or (c) Treasurer and Assistant Treasurer may be held by the same person but no officer shall execute, acknowledge, or verify any instrument in more than one capacity.

 

- 7 -

An officer shall hold office for the term of one year and until his or her successor shall have been elected or appointed and qualified, or until resignation or removal.

Any officer may be removed by the Board of Directors with or without cause.

The Board of Directors may fill any vacancies in any offices occurring for whatever reason. The Board of Directors is authorized from time to time to elect or appoint one of its members as Chairman of the Board or Vice-Chairman of the Board and such person or persons shall perform such duties as shall be prescribed by these Bylaws or by the Board of Directors from time to time.

Section 2—Powers and Duties of the President

The President shall preside at all meetings of the shareholders and Board of Directors. Subject to the direction of the Board of Directors, the President shall have general and active management of the business of the Corporation and shall have supervisory power and authority over all officers and agents elected or appointed by the Board of Directors and over the appointment of employment, functions, duties, removal or discharge of all other employees and agents of the Corporation. The President shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation and shall have control over the general operations of the Corporation. The President may delegate any of his or her powers or functions to any officer of the Corporation.

The President shall at least once in each year cause a true statement of the operations and properties of the Corporation for the preceding fiscal year to be made and to be communicated or distributed to each shareholder thereof within four months after the end of the preceding fiscal year.

Section 3—Powers and Duties of Vice Presidents

The Vice Presidents, if any, shall perform such duties as may from time to time be assigned to them by the Board of Directors or the President.

Section 4—Powers and Duties of Secretary

The Secretary or any Assistant Secretary shall record the proceedings of all meetings of the Board of Directors and of the shareholders in books kept for that purpose. The Secretary shall be the custodian of the corporate seal, and the Secretary or any Assistant Secretary shall affix the same to and countersign papers requiring such acts. The Secretary and any Assistant Secretary shall perform such other duties as may be assigned by the Board of Directors or the President.

 

- 8 -

Section 5—Powers and Duties of Treasurer

The Treasurer and any Assistant Treasurer shall have care and custody of all funds of the Corporation and disburse and administer the same under the direction of the Board of Directors, the President, or a designated Vice President, and shall perform such other duties as may be assigned by the Board of Directors, the President, or a designated Vice President.

Section 6—Voting Shares of Other Corporations

Unless otherwise ordered by the Board of Directors, the President or such proxy as the President may appoint, shall vote all shares which the Corporation may own in another corporation or other entity, and if solicited, shall consent in writing, in the name of the Corporation as such holder, to or against any action by such other corporation or other entity, and if the President himself or herself is not so voting or consenting, the President may instruct such proxy as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as the President may deem necessary or proper in the premises.

Section 7—Execution of Instruments

The President or any Vice President is authorized to sign and the Secretary or any Assistant Secretary to attest under the corporate seal, on behalf of the Corporation, contracts and other instruments in writing, including bonds and other obligations required in legal proceedings, surety and indemnifying bonds required in the conduct of the business of the Corporation, papers required by the applicable laws of any state with respect to the right to conduct business in such state, and reports required by the applicable laws of the United States or any state, territory, or foreign country.

Section 8—Officers Appointed by the President

The President may appoint such officers, other than those that shall be elected by the Board of Directors pursuant to Section 1 of this Article IV of these Bylaws, and such agents as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as may be provided by the Board of Directors or any committee thereof or the President, as the case may be. Any such officer of agent appointed by the President may be removed by the President with or without cause. The President may fill any vacancies in any office appointed by the President occurring for whatever reason.

Section 9—Delegation

Subject to any restrictions imposed by the Board of Directors, the President or any Vice-President of the Corporation may delegate contractual powers to others under his or her jurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power.

 

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ARTICLE V

Capital Stock

Section 1—Certificates of Stock

Every shareholder shall be entitled to have a certificate of stock signed by or in the name of the Corporation by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation, and such signatures may be facsimiles, sealed with the Corporation’s seal, certifying the number and class of shares represented by such certificate, and where such certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or its employee, the signatures of the officers may be facsimiles.

In case any officer who shall have signed or whose facsimile signature shall have been placed upon a certificate shall cease to be such officer, whether because of death, resignation or otherwise, before such certificate shall have been issued by the Corporation, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer at the date of issue. If the Corporation is authorized to issue shares of more than one class of stock, the certificate shall state on its face or back that the Corporation will furnish a shareholder upon request and without charge a full statement of the designation, relative rights, preferences and limitations of the shares of each class to be issued, and if the Corporation is authorized to issue any class of shares in a series, the designation, relative rights, preferences and limitations of each series so far as the same have been prescribed and the authority of the Board to designate and prescribe the relative rights, preferences and limitations of other series.

Section 2—Transfers of Shares

Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation to issue a new certificate for not more than the same number of shares (appropriately adjusted for any dividends paid in shares of the Corporation, or any subdivision, combination or reclassification of the shares of the Corporation) to the person entitled thereto, cancel the old certificate, and record the transaction upon the books of the Corporation. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

 

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Section 3—Lost, Stolen, or Destroyed Certificates

The President, Secretary, or any Vice President may approve issuance of replacement stock certificates upon presentation of such documentation and obligation bond(s), if any, as such officer, in his or her discretion, shall deem adequate for the protection of the Corporation.

Section 4—Transfer Agent and Registrar; Regulations

The Corporation shall, if and whenever the Board of Directors shall so determine, maintain one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors, where the shares of the capital stock of the Corporation shall be directly transferable, or a transfer clerk to act on behalf of the Corporation in connection with such transfers, and also one or more registry offices, each in charge of a registrar designated by the Board of Directors, where such shares of stock shall be registered; and no certificate for shares of the capital stock of the Corporation in respect of which a transfer agent or transfer clerk and registrar shall have been designated shall be valid unless countersigned by such transfer agent or transfer clerk and registered by such registrar, and such signature may be a facsimile. The Board of Directors may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Corporation.

Section 5—Fixing of Record Date

For the purpose of determining (a) shareholders entitled to notice of and to vote at a meeting of shareholders, (b) shareholders entitled to receive payment of any dividend, or (c) shareholders for any other purpose, the Board of Directors may fix, in advance, a date as the record date for any such determination, such date in the case of a meeting to be not more than 60 nor less than 48 hours before the date of the meeting and in any other case to be not more than 60 days before the date of the action to be taken.

If a record date is not fixed, (a) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given and (b) the record date for determining shareholders for any other purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment thereof unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE VI

Waiver of Notice

Notice of the time, place, and purpose of any meeting of the Board of Directors, a committee thereof, or shareholders may be waived by facsimile transmission or other writing or electronic transmission by those not present, and entitled to vote thereat, either before or after the holding thereof.

 

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ARTICLE VII

Indemnification and Insurance

Section 1—Right to Indemnification and Advance Payment of Expenses a Contract Right

All rights to indemnification and payment of expenses in advance of the final disposition of any action, suit or proceeding conferred by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws shall be a contract right inuring to the benefit of (i) the person conferred such rights to indemnification and advance payment of expenses by the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws, and (ii) such person’s heirs, executors and administrators.

Section 2—Advance Payment of Expenses

The Corporation shall pay and/or reimburse (as applicable) the reasonable expenses incurred by a director or officer or a former director or officer, or other person designated as entitled to indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws, who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the action, suit or proceeding. Such advance payment of expenses shall be made upon satisfaction of the following (to the extent required by the Business Corporation Act of the State of Tennessee):

(1) the person seeking advance payment of expenses furnishes the Corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(2) the person seeking advance payment of expenses furnishes the Corporation a written undertaking, executed personally or on his or her own behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct set forth in the Corporation’s Restated Articles of Incorporation entitling such person to indemnification;

(3) a determination is made that the facts then known to those making the determination as to the entitlement to advance payment of expenses would not preclude indemnification under the Corporation’s Restated Articles of Incorporation.

 

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The determinations and evaluations under this Section 2 of this Article VII of these Bylaws shall be made in the applicable manner specified in the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws or, if the person seeking advance payment of expenses is party to an indemnification agreement with the Corporation (or any of its subsidiaries), in the applicable manner (if any) specified in such agreement.

Section 3—Claim of Indemnification and Advance Payment of Expenses

In the event a claimant shall submit to the Corporation a written request for indemnification and/or advance payment of expenses pursuant to the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws and there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification and/or advance payment of expenses is claimed a Change of Control (as hereinafter defined), determination of entitlement to indemnification and/or advance payment of expenses is to be made by Independent Counsel (as hereinafter defined) selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled to indemnification and/or advance payment of expenses, payment to the claimant shall be made within 10 days after such determination.

Section 4—Enforcement of Right to Indemnification and Advance Payment of Expenses

If a claim for indemnification and/or advance payment of expenses under the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws is not paid in full by the Corporation within thirty days after a written claim requesting such payment has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the Business Corporation Act of the State of Tennessee for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, Independent Counsel or shareholders) to have made a determination prior to the commencement of such action that indemnification and/or advance payment of the expenses of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Business Corporation Act of the State of Tennessee, nor an actual determination by the Corporation (including its Board of Directors, Independent Counsel or shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

 

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Section 5—Determination of Entitlement to Indemnification and/or Advance Payment of Expenses

If a determination shall have been made pursuant to the Corporation’s Restated Articles of Incorporation or Section 3 of this Article VII of these Bylaws that the claimant is entitled to indemnification and/or advance payment of expenses, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws.

Section 6—Procedures Not to be Contested

The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 4 of this Article VII of these Bylaws that the procedures and presumptions set forth in the indemnification and other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or this Article VII of these Bylaws are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all such provisions of the Corporation’s Restated Articles of Incorporation and this Article VII of these Bylaws.

Section 7—No Retroactive Effect of Amendments

No repeal or modification of the indemnification or other applicable provisions of the Corporation’s Restated Articles of Incorporation and/or of this Article VII of these Bylaws shall in any way diminish or adversely affect the rights of any present, former or future director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.

Section 8—Severability

If any provision or provisions of this Article VII of these Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article VII of these Bylaws (including, without limitation, each portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article VII of these Bylaws (including, without limitation, each such portion of any section of this Article VII of these Bylaws containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

 

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Section 9—Definitions

For purposes of this Article VII of these Bylaws:

(A) “Change of Control” means:

(1) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20 percent or more of either (i) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this Section 9(A)(1) of this Article VII of these Bylaws, the following acquisitions shall not constitute a Change of Control (i) any acquisition directly from the Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any other corporation controlled by the Corporation, or (iv) any acquisition by any other corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of Section 9(A)(3) of this Article VII of these Bylaws; or

(2) Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; or

(3) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50 percent of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the Corporation resulting from such Business Combination (including, without limitation, another corporation which as a result of such transaction owns the Corporation or all or substantially all of the

 

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Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

(4) Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(B) “Independent Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Article VII of these Bylaws.

Section 10—Notices

Any notice, request or other communication required or permitted to be given to the Corporation under the indemnification provisions of the Corporation’s Restated Articles of Incorporation or under this Article VII of these Bylaws shall be in writing and either delivered in person or sent by telegram or facsimile transmission, or overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary.

ARTICLE VIII

Miscellaneous Provisions

Section 1—Fiscal Year

The fiscal year of the Corporation shall be the 52 or 53 week period that ends on the Saturday closest to each June 30.

 

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Section 2—Reliance Upon Records

In discharging his or her duties, a director or an officer, when acting in good faith, may rely upon the opinion of counsel for the Corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or upon financial statements of the Corporation represented to him or her to be correct by the President or the officer of the Corporation having charge of its books of account, or stated in a written report by an independent or certified public accountant or firm of such accountants fairly to reflect the financial condition of the Corporation.

Section 3—Checks

All checks, drafts or orders for the payment of money and all notes and acceptances shall be signed by such officer(s) or agent(s) or both as the Board of Directors may from time to time designate. No check, draft, or note shall be signed in blank.

ARTICLE IX

Amendments

To the extent not in conflict or inconsistent with the Restated Articles of Incorporation of the Corporation, these Bylaws may be amended or repealed or new Bylaws may be adopted by a majority of the Board of Directors then in office. So long as the shareholders of the Corporation shall be empowered by applicable law to adopt, amend or repeal bylaws for the Corporation or adopt any provision inconsistent herewith, such action may be taken by the shareholders by the favorable vote of the holders of not less than eighty percent (80%) of the issued and outstanding shares of the common stock of the Corporation unless such action has first been recommended by the favorable vote of at least a majority of the whole Board of Directors.

 

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EX-3.60 59 d772859dex360.htm EX-3.60 EX-3.60

Exhibit 3.60

 

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:45 PM 10/09/2013

FILED 06:27 PM 10/09/2013

SRV 131181382 - 4529743 FILE

SECOND AMENDED AND RESTATED CERTIFICATION OF INCORPORATION

OF

COBREK PHARMACEUTICALS, INC.

Pursuant to Sections 242 and 245 of the General Corporation Law of Delaware (the “DGCL”), the undersigned corporation hereby submits the following for the purpose of amending and restating its Certificate of Incorporation, and does hereby certify as follows:

1. The name of the corporation is Cobrek Pharmaceuticals, Inc. (the “Corporation”) The Corporation’s original Certificate of Incorporation was filed on April 7, 2008, under the name Cobrek Pharmaceuticals, Inc.

2. The Corporation’s Certificate of Incorporation was amended and restated on December 21, 2010.

3. The Corporation’s Certificate of Incorporation is hereby amended and restated in its entirely, as set forth in the text of the Second Amended and Restated Certification of Incorporation attached hereto as Exhibit A.

4. This Second Amended and Restated Certificate of Incorporation will be effective upon filing.

5. This Second Amended and Restated Certificate of Incorporation was approved by the holders of the requisite number of shares of said corporation in accordance with Section 228 of the DGCL.

IN WITNESS WHEREOF, said Cobrek Pharmaceuticals, Inc. has caused the Second Amended and Restated Certificate of Incorporation to be signed by Joseph Papa, its President, this 30 day of September, 2013.

 

COBREK PHARMACEUTICALS, INC.
By:   /s/ Joseph Papa
Name:   Joseph Papa
Title:   President

EXHIBIT A

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF COBREK PHARMACEUTICALS, INC.

I.

The name of the corporation is Cobrek Pharmaceuticals, Inc. (the “Corporation”).

II.

The current registered agent and the street address of the current registered office in the State of Delaware are:

Corporation Service Company,

2711 Centerville Road, Suite 400

Wilmington, Delaware 19808

The mailing address of the current registered office of the Corporation is the same as its street address.

III.

The purpose for which the Corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

IV.

The Corporation is authorized to issue one class of stock to be designated, “Common Stock” having $.001 par value. The total number of shares that the Corporation is authorized to issue is 100 shares.

V.

The Corporation is to have perpetual existence.

VI.

The election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

 

2

VII.

The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Second Amended and Restated Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Second Amended and Restated Certificate of Incorporation in its present form or as hereinafter amended are granted subject to the rights reserved in this Article.

VIII.

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. The Corporation shall indemnify to the fullest extent permitted by laws, as the same exists or as may hereafter be amended, any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person, his or her testator or intestate, is or was a director, officer or employee of the Corporation or any predecessor of the Corporation, or serves or served any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation, Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of this Second Amended and Restated Certification of Incorporation inconsistent with this Article VIII, shall eliminate or reduce the effect of this Article VIII in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article VIII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

IX.

The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact such person is or was a director, officer or employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

 

3

EX-3.61 60 d772859dex361.htm EX-3.61 EX-3.61

Exhibit 3.61

BYLAWS

OF

COBREK PHARMACEUTICALS, INC.

TABLE OF CONTENTS

 

ARTICLE 1 STOCKHOLDERS

      1   

1.1    Annual Meeting

      1   

1.2    Special Meetings

      1   

1.3    Notice of Meetings

      1   

1.4    Quorum

      1   

1.5    Organization

      2   

1.6    Conduct of Business

      2   

1.7    Proxies and Voting

      2   

1.8    Stock List

      2   

1.9    Consent of Stockholders in Lieu of Meeting

      3   

ARTICLE 2 BOARD OF DIRECTORS

      3   

2.1    Number and Term of Office

      3   

2.2    Vacancies

      3   

2.3    Regular Meetings

      3   

2.4    Special Meetings

      3   

2.5    Quorum

      3   

2.6    Participation in Meetings by Conference Telephone

      4   

2.7    Chairperson of the Board

      4   

2.8    Conduct of Business; Written Consents

      4   

2.9    Powers

      4   

2.10  Compensation of Directors

      5   

ARTICLE 3 COMMITTEES

      5   

3.1    Committees of the Board of Directors

      5   

3.2    Officers’ Committees

      5   

3.3    Conduct of Business

      5   

ARTICLE 4 OFFICERS

      6   

4.1    Generally

      6   

4.2    President

      6   

4.3    Vice President

      6   

4.4    Treasurer

      6   

4.5    Secretary

      6   

4.6    Delegation of Authority

      6   

4.7    Removal

      6   

4.8    Action with Respect to Ownership of Other Entities

      6   

ARTICLE 5 STOCK

      7   

5.1    Certificates of Stock

      7   

5.2    Transfers of Stock

      7   

5.3    Record Date

      7   

5.4    Lost, Stolen, or Destroyed Certificates

      7   

5.5    Regulations

      7   

ARTICLE 6 NOTICES

      7   

6.2    Waivers

      8   

ARTICLE 7 MISCELLANEOUS

      8   

7.1    Facsimile Signatures

      8   

7.2    Corporate Seal

      8   

7.3    Reliance upon Books, Reports, and Records

      8   

7.4    Fiscal Year

      8   

7.5    Time Periods

      8   

7.6    Indemnification

      9   

ARTICLE 8 AMENDMENTS

      9   

8.1    Amendments

      9   

 

-ii-

BYLAWS

OF

COBREK PHARMACEUTICALS, INC.

ARTICLE 1 STOCKHOLDERS

1.1 Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the later of the date of incorporation or the last annual meeting of stockholders.

1.2 Special Meetings. Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors, the Chairperson or the President or as otherwise provided by law or the Certificate of Incorporation and shall be held at such place, on such date, and at such time as they or he shall fix.

1.3 Notice of Meetings.

(a) Written notice of the place, date and time of all meetings of the stockholders shall be given, not less than ten nor more than sixty days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the corporation).

(b) When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

1.4 Quorum.

(a) At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law.

(b) If a quorum shall fail to attend any meeting, the Chairperson of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.

(c) If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

1.5 Organization. Any person as the Board of Directors may have designated or, in the absence of that person, the President of the corporation or, in the President’s absence, any person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairperson of the meeting. In the absence of the Secretary of the corporation, the secretary of the meeting shall be any person as the Chairperson appoints.

1.6 Conduct of Business. The Chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including any regulation of the manner of voting and the conduct of discussion as seem to him in order.

1.7 Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. Each stockholder shall have one vote for every share of stock entitled to vote which is registered in his or her name on the record date for the meeting, except as otherwise provided herein or required by law. All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or his or her proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the Chairperson of the meeting. All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.

1.8 Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in his or her name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

 

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1.9 Consent of Stockholders in Lieu of Meeting. Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE 2 BOARD OF DIRECTORS

2.1 Number and Term of Office. The initial Board of Directors shall consist of the number of members determined by the incorporator(s). Thereafter, the number of directors who shall constitute the whole board shall be such number as the Board of Directors shall determine, from time to time, by resolution of the Board of Directors. Each director shall be elected for a term of one year and until his or her successor is elected and qualified, except as otherwise provided herein or required by law. Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.

2.2 Vacancies. If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until his or her successor is elected and qualified.

2.3 Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

2.4 Special Meetings. Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he shall fix. Notice of the place, date, and time of each such special meeting shall be given each director by whom it is not waived by mailing written notice not less than five days before the meeting or by providing notice by facsimile of the same not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

2.5 Quorum. At any meeting of the Board of Directors, a majority of the total number of the whole board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to any place, date, or time, without further notice or waiver thereof.

 

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2.6 Participation in Meetings by Conference Telephone. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

2.7 Chairperson of the Board. The Board of Directors shall elect, at its original meeting and each annual meeting, a Chairperson of the Board (the “Chairperson”) who shall be a director and who shall hold office until the next annual meeting of the Board and until his or her successor is elected and qualified or until his or her earlier resignation or removal by act of the Board. The Chairperson shall preside at meetings of the stockholders and the Board. In the absence of the Chairperson, the President shall preside at meetings of the stockholders and the Board.

2.8 Conduct of Business; Written Consents. At any meeting of the Board of Directors, business shall be transacted in such order and manner as the board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

2.9 Powers. The Board of Directors may, except as otherwise requited by law, exercise all such powers and do all such acts and things as may be exercised or done by the corporation, including, without limiting the generality of the foregoing, the unqualified power

(a) To declare dividends from time to time in accordance with law;

(b) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;

(c) To authorize the creation, making and issuance, in such form as it may determine, of written obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do all things necessary in connection therewith;

(d) To remove any officer of the corporation with or without cause, and from time to time devolve the powers and duties of any officer upon any other person for the time being;

(e) To confer upon any officer of the corporation the power to appoint, remove and suspend subordinate officers, employees and agents;

(f) To adopt from time to time such stock, option, stock purchase, bonus or other compensation plans for directors, officers, employees and agents of the corporation and its subsidiaries as it may determine;

(g) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers, employees and agents of the corporation and its subsidiaries as it may determine; and

 

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(h) To adopt from time to time regulations, not inconsistent with these bylaws, for the management of the corporation’s business and affairs.

2.10 Compensation of Directors. Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

ARTICLE 3 COMMITTEES

3.1 Committees of the Board of Directors. The Board of Directors, by a vote of a majority of the whole board, may from time to time designate committees of the board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend or to authorize the issuance of stock if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may be unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. The Board of Directors may, from time to time, suspend, alter, continue or terminate any committee or the powers and functions thereof.

3.2 Officers’ Committees. Subject to the approval of the Board, the Chairperson may appoint, or may provide for the appointment of, committees consisting of officers or other persons, with chairmanships, vice chairmanships and secretaryships and such duties and powers as the Chairperson may, from time to time, designate and prescribe. The Board or the Chairperson may, from time to time, suspend, alter, continue or terminate any of such committees or the powers and functions thereof.

3.3 Conduct of Business. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

 

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ARTICLE 4 OFFICERS

4.1 Generally. The officers of the corporation shall consist of a President, a Secretary, and any other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at the Board’s first meeting after every annual meeting of stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person. One person may hold more than one of the offices specified in this Article and may have such other titles as the Board of Directors may determine.

4.2 President. The President shall be the chief executive officer of the corporation. Subject to the provisions of these bylaws and to the direction of the Board of Directors, he shall have the responsibility for the general management and control of the business and affairs of the corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him by the Board of Directors. He shall have power to sign all stock certificates, contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the corporation.

4.3 Vice President. Each Vice President shall have such powers and duties as may be delegated to him by the Board of Directors. One Vice President shall be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability. In the absence of the Chairperson and the President, any Vice President who is a director shall, in the order prescribed by a resolution of the Board of Directors, preside at meetings of the stockholders and the Board of Directors.

4.4 Treasurer. The Treasurer shall have the responsibility for maintaining the financial records of the corporation and shall have custody of all monies and securities of the corporation. He shall make such disbursements of the funds of the corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe.

4.5 Secretary. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe.

4.6 Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision thereof.

4.7 Removal. Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors.

4.8 Action with Respect to Ownership of Other Entities. Unless otherwise directed by the Board of Directors, the President shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of owners of or with respect to any action of owners of any other entity in which this corporation may hold an ownership interest and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership in the other entity.

 

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ARTICLE 5 STOCK

5.1 Certificates of Stock. Each stockholder shall be entitled to a certificate signed by, or in the name of the corporation by the Chairperson or a Vice Chairperson of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by the stockholder. Any of or all the signatures on the certificate may be facsimile.

5.2 Transfers of Stock. Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued for a lost, stolen, or destroyed certificate as provided in this Article, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

5.3 Record Date. The Board of Directors may fix a record date, which shall not be more than sixty nor less than ten days before the date of any meeting of stockholders, nor more than sixty days prior to the time for the other action hereinafter described, as of which there shall be determined the stockholders who are entitled: to notice of or to vote at any meeting of stockholders or any adjournment thereof; to express consent to corporate action in writing without a meeting; to receive payment of any dividend or other distribution or allotment of any rights; or to exercise any rights with respect to any change, conversion or exchange of stock or with respect to any other lawful action.

5.4 Lost, Stolen, or Destroyed Certificates. In the event of the loss, theft, or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

5.5 Regulations. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE 6 NOTICES

6.1 Notices.

(a) Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent, shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by means of electronic transmission. Any such notice shall be addressed to such stockholder, director, officer, employee, or agent at his or her last known address as the same appears on the books of the corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails or by electronic transmission, shall be the time of the giving of the notice.

 

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(b) Notice given pursuant to this section shall be deemed given by electronic transmission: (1) if by facsimile telecommunication, when directed to a number at which the stockholder or director has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder or director has consented to receive notice; (3) if by a posting on an electronic network together with separate notice to the stockholder or director of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission, when directed to the stockholder or director. An affidavit of the Secretary or other agent of the corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

6.2 Waivers. A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before of after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE 7 MISCELLANEOUS

7.1 Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these bylaws, facsimile signatures of any officer or officers of the corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

7.2 Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

7.3 Reliance upon Books, Reports, and Records. Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

7.4 Fiscal Year. The fiscal year of the corporation shall be as fixed by the Board of Directors.

7.5 Time Periods. In applying any provision of these bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

 

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7.6 Indemnification. The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, 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, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE 8 AMENDMENTS

8.1 Amendments. These bylaws may be amended, suspended, or repealed in a manner consistent with law at any regular or special meeting of the Board of Directors by vote of a majority of the entire board or at any stockholders meeting called and maintained in accordance with these bylaws. Any amendment, suspension, or repeal may be evidenced by resolution or otherwise as the Board may deem appropriate.

9635986

 

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EX-3.62 61 d772859dex362.htm EX-3.62 EX-3.62

Exhibit 3.62

 

LOGO

 

 

Stabs of Delaware
Secretary of State
Division of Corporations
Delivered 10:18 AM 12/15/2010
FILED 10:18 AM 12/15/2010
SRV 101190643—3069163 FILE
State of Delaware
Certificate of Correction
of a Limited Liability Company
to be filed pursuant to Section 18-211 (a)
1. The name of the Limited Liability Company is:
PBM HOLDINGS, LLC
2. That a Certificate of FORMATION was filed by the Secretary of State of Delaware on 11/22/2010 and that said Certificate requires correction as permitted by Section 18-21 1 of the Limited Liability Company Act.
3. The inaccuracy or defect of said Certificate is: (must give specific reason)
The definition of the effective time of formation was omitted from the Certificate of Formation.
4. The Certificate is hereby corrected to read as follows:
The effective time of formation of the Limited Liability Company is 5:00 PM Eastern Standard Time on November 26, 2010.
IN WITNESS WHERE OF, the undersigned have executed this is Certificate on the 14th day of December 2010
By:
/s/ Todd w. Kingma
Authorized Person
Name: Todd w. Kingma
Print or Type

LOGO

 

State of Delaware
Secretary of State
Division of Corporations
Delivered 10:18 AM 12/15/2010
FILED 10:18 AM 12/15/2010
SRV 101190630—3069163 FILE
State of Delaware
Certificate of Correction
of a Limited Liability Company
to be filed pursuant to Section 18-211(a)
1. The name of the Limited Liability Company is:
PBM HOLDINGS, LLC
2. That a Certificate of CONVERSION was filed by the Secretary of Slate of Delaware on 11/22/2010 and that said Certificate requires correction at permitted by Section 18-211of the Limited Liability Company Act.
3. The inaccuracy of dcftct of said Certificate is: (must give specific reason)
The definition of the effective time of the conversion was omitted from the Certificate of Conversion.
4. The Certificate b hereby corrected to read as follows:
The effective time of the conversion of the Corporation to ft Limited Liability Company is 5:00 PM Eastern Standard Time on November 26, 2010.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 14th day of December A.D. 2010.
By:
/s/ Todd W. Kingma
Authorized Person
Name:
Todd W. Kingma
Print or Type

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A

LIMITED LIABILITY COMPANY PURSUANT TO

SECTION 18-214 OF THE LIMITED LIABILITY ACT

 

1.)   The jurisdiction where the Corporation first formed is Delaware.

 

2.)   The jurisdiction immediately prior to filing this Certificate is Delaware.

 

3.)   The date the corporation first formed is June 30, 1999.

 

4.) The name of the Corporation immediately prior to filing this Certificate is PBM HOLDINGS, INC..

 

5.)   The name of the Limited Liability Company as set forth in the Certificate of Formation is PBM HOLDINGS, LLC..

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 28th day of October, A.D. 2010.

 

By:  

/s/ Todd W. Kingma

  Authorized Person
Name:  

Todd W. Kingma

  Print or Type

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

 

  •   First: The name of the limited liability company is PBM HOLDINGS, LLC

 

  •   Second: The address of its registered office in the State of Delaware is 2711 CENTERVILLE RD #400 in the City of WILMINGTON Zip Code 19808.

The name of its Registered agent at such address is CORPORATION SERVICE COMPANY.

 

  •   Third: (Insert any other matters the members determine to include herein.)

 

 
       

In Witness Whereof the undersigned have executed this Certificate of Formation this 28th day of October, 2010.

 

By:  

/s/ Todd W. Kingma

  Authorized Person(s)
Name:  

Todd W. Kingma

  Typed or Printed
 EX-3.63 62 d772859dex363.htm EX-3.63 EX-3.63

Exhibit 3.63

LIMITED LIABILITY COMPANY AGREEMENT

OF

PBM HOLDINGS, LLC

This Limited Liability Company Agreement (this “Agreement”) of PBM HOLDINGS, LLC is entered into effective as of November 26, 2010 by PERRIGO COMPANY, a Delaware corporation (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

1. Name. The name of the limited liability company governed hereby is PBM HOLDINGS, LLC (the “Company”).

2. Certificates. The Company was incorporated as PBM Holdings, Inc. pursuant to Delaware General Corporation Law on June 30, 1999. On November 22, 2010, PBM Holdings, Inc. filed a Certificate of Conversion with the Secretary of State of the State of Delaware converting PBM Holdings, Inc. to a limited liability company effective as of November 26, 2010.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

4. Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement.

5. Principal Business Office. The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

8. Members. The name and the mailing address of the initial Member is as follows:

 

Name

   

Address

Perrigo Company    515 Eastern Avenue
   Allegan, Michigan 49010

9. Term. The term of the Company shall continue until dissolution of the Company in accordance with Section 23 of this Agreement.

10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member, any Officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11. Capital Contributions. The Member is deemed admitted as the sole Member of the Company upon its execution and delivery of this Agreement. The Member is not required to make any initial contribution to the Company.

12. Additional Contributions. The Member is not required to make additional capital contributions to the Company.

13. Capital Accounts. Separate capital accounts shall be maintained for each Member on the books of the Company. Each capital account shall be adjusted to reflect such Member’s shares of allocations and distributions as provided in Section 14 of this Agreement, and any additional capital contributions to the Company or withdrawals of capital from the Company. Such capital accounts shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as interpreted in good faith by the Member.

14. Allocations and Distributions.

a. Allocations of Profit and Loss. All items of income, gain, loss, deduction and credit shall be allocated among the Member(s) in accordance with their Percentage Interests (as indicated on Schedule A attached hereto).

b. Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member shall determine. Distributions shall be shared among the Member(s) in accordance with their Percentage Interests. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Members on account of their interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

15. Management.

a. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all things necessary to carry out the terms and provisions of this Agreement.

b. The Member may delegate to any person any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the Company as the Member may reasonably determine.

16. Officers. The Member may, from time to time as it deems advisable, appoint one or more officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 16 may be revoked at any time by the Member. The Member hereby appoints the following persons to the respective offices set forth below, to serve, in each case, until resignation or removal:

 

Joseph C. Papa    President
Judy L. Brown    Executive Vice President
John T. Hendrickson    Executive Vice President
Scott R. Rush    Vice President
Todd W. Kingma    Secretary
Ronald L. Winowiecki    Treasurer
David W. Mason    Assistant Secretary

17. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. Neither the Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full

extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

19. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

20. No Certificates for LLC Interests. The membership interests in the Company shall not be represented by certificates.

21. Termination of Membership. Subject to Section 23, the termination, dissolution, death, bankruptcy or adjudicated incompetency of a Member shall not cause a dissolution of the Company, but the rights of such Member to share in the allocations and distributions, to assign its interest in the Company pursuant to Section 21 and to vote on any matter on which the Member have the right to vote shall, on the happening of such an event, devolve on its legal representative for the purpose of settling its estate or administering its property.

22. Assignments. A Member may not transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest without the prior written consent of the other Members, if any.

23. Dissolution and Winding Up.

a. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the death, disability, bankruptcy or withdrawal of the last remaining Member and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. Winding Up. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner).

24. Tax Matters Partner. The Member shall be the tax matters partner within the meaning of Section 6231(a)(7) of the Code. All expenses incurred by the tax matters partner in connection with his duties as tax matters partner shall be expenses of the Company.

25. Elections. The Member shall determine the accounting methods and conventions under the tax laws of any and all applicable jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns.

26. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

27. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

28. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

29. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

 

MEMBER:
PERRIGO COMPANY
By:   /S/ Judy L. Brown
Name:   Judy L. Brown
Its:   Executive Vice President & Chief Financial Officer

SCHEDULE A

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

PBM HOLDINGS, LLC

 

Name

   

Percentage Interest

  

PERRIGO COMPANY

      100 % 
 EX-3.64 63 d772859dex364.htm EX-3.64 EX-3.64

Exhibit 3.64

 

     

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:18 AM 12/15/2010

FILED 10:18 AM 12/15/2010

SRV 101190619 – 3996646 FILE

State of Delaware

Certificate of Correction

of a Limited Liability Company

to be filed pursuant to Section 18-211(a)

 

1. The name of the Limited Liability Company is: PBM CANADA HOLDINGS, LLC.

 

2. That a Certificate of FORMATION was filed by the Secretary of State of Delaware on 11/22/2010, and that said Certificate requires correction as permitted by Section 18-211 of the Limited Liability Company Act.

 

3. The inaccuracy or defect of said Certificate is: (must give specific reason)

The definition of the effective time of formation was omitted from the Certificate of Formation.

 

4. The Certificate is hereby corrected to read as follows:

The effective time of formation of the Limited Liability Company is 5:00 PM Eastern Standard Time on November 26, 2010.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 14th day of December, A.D. 2010.

 

By:   /s/ Todd W. Kingma
  Authorized Person
Name:   Todd W. Kingma
  Print or Type

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

 

  •   First: The name of the limited liability company is PBM CANADA HOLDINGS, LLC

 

  •   Second: The address of its registered office in the State of Delaware is 2711 CENTERVILLE RD #400 in the City of WILMINGTON Zip Code 19808.

The name of its Registered agent at such address is CORPORATION SERVICE COMPANY.

 

  •   Third: (Insert any other matters the members determine to include herein.)

 

 
       

In Witness Whereof, the undersigned have executed this Certificate of Formation this 28th day of October, 2010.

 

By:   /s/ Todd W. Kingma
  Authorized Person(s)
Name:   Todd W. Kingma
  Typed or Printed
 EX-3.65 64 d772859dex365.htm EX-3.65 EX-3.65

Exhibit 3.65

LIMITED LIABILITY COMPANY AGREEMENT

OF

PBM CANADA HOLDINGS, LLC

This Limited Liability Company Agreement (this “Agreement”) of PBM CANADA HOLDINGS, LLC is entered into effective as of November 26, 2010 by PBM HOLDINGS, LLC, a Delaware limited liability company (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

1. Name. The name of the limited liability company governed hereby is PBM CANADA HOLDINGS, LLC (the “Company”).

2. Certificates. The Company was incorporated as PBM Canada Holdings, Inc. pursuant to Delaware General Corporation Law on July 7, 2005. On November 22, 2010, PBM Canada Holdings, Inc. filed a Certificate of Conversion with the Secretary of State of the State of Delaware converting PBM Canada Holdings, Inc. to a limited liability company effective as of November 26, 2010.

3. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in all lawful activities for which limited liability companies may be formed under the Act.

4. Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement.

5. Principal Business Office. The principal place of business and office of the Company shall be located at, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Member.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

8. Members. The name and the mailing address of the initial Member is as follows:

Name

    Address

PBM Holdings, LLC

    204 N. Main St.
   Gordonsville, VA 22942

9. Term. The term of the Company shall continue until dissolution of the Company in accordance with Section 23 of this Agreement.

10. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member, any Officer, employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11. Capital Contributions. The Member is deemed admitted as the sole Member of the Company upon its execution and delivery of this Agreement. The Member is not required to make any initial contribution to the Company.

12. Additional Contributions. The Member is not required to make additional capital contributions to the Company.

13. Capital Accounts. Separate capital accounts shall be maintained for each Member on the books of the Company. Each capital account shall be adjusted to reflect such Member’s shares of allocations and distributions as provided in Section 14 of this Agreement, and any additional capital contributions to the Company or withdrawals of capital from the Company. Such capital accounts shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as interpreted in good faith by the Member.

14. Allocations and Distributions.

a. Allocations of Profit and Loss. All items of income, gain, loss, deduction and credit shall be allocated among the Member(s) in accordance with their Percentage Interests (as indicated on Schedule A attached hereto).

b. Distributions. Distributions shall be made to the Member at such times and in such amounts as the Member shall determine. Distributions shall be shared among the Member(s) in accordance with their Percentage Interests. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Members on account of their interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

15. Management.

a. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all things necessary to carry out the terms and provisions of this Agreement.

b. The Member may delegate to any person any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the Company as the Member may reasonably determine.

16. Officers. The Member may, from time to time as it deems advisable, appoint one or more officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 16 may be revoked at any time by the Member. The Member hereby appoints the following persons to the respective offices set forth below, to serve, in each case, until resignation or removal:

 

Joseph C. Papa    President
Judy L. Brown    Executive Vice President
John T. Hendrickson    Executive Vice President
Scott R. Rush    Vice President
Todd W. Kingma    Secretary
Ronald L. Winowiecki    Treasurer
David W. Mason    Assistant Secretary

17. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18. Exculpation and Indemnification. Neither the Member nor any Officer (each an “Indemnified Party”) shall be liable to the Company or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that an Indemnified Party shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Party’s gross negligence or willful misconduct. To the full

extent permitted by applicable law, an Indemnified Party shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Indemnified Party by reason of any act or omission performed or omitted by such Indemnified Party in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Indemnified Party by this Agreement, except that no Indemnified Party shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Indemnified Party by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 18 shall be provided out of and to the extent of Company assets only, and the Member shall have no personal liability on account thereof.

19. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

20. No Certificates for LLC Interests. The membership interests in the Company shall not be represented by certificates.

21. Termination of Membership. Subject to Section 23, the termination, dissolution, death, bankruptcy or adjudicated incompetency of a Member shall not cause a dissolution of the Company, but the rights of such Member to share in the allocations and distributions, to assign its interest in the Company pursuant to Section 21 and to vote on any matter on which the Member have the right to vote shall, on the happening of such an event, devolve on its legal representative for the purpose of settling its estate or administering its property.

22. Assignments. A Member may not transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest without the prior written consent of the other Members, if any.

23. Dissolution and Winding Up.

a. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the death, disability, bankruptcy or withdrawal of the last remaining Member and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b. Winding Up. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner).

24. Tax Matters Partner. The Member shall be the tax matters partner within the meaning of Section 6231(a)(7) of the Code. All expenses incurred by the tax matters partner in connection with his duties as tax matters partner shall be expenses of the Company.

25. Elections. The Member shall determine the accounting methods and conventions under the tax laws of any and all applicable jurisdictions as to the treatment of income, gain, loss, deduction and credit of the Company or any other method or procedure related to the preparation of such tax returns.

26. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

27. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

28. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

29. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

 

MEMBER:
PBM HOLDINGS, LLC
By:  

/s/ Judy L. Brown

Name:   Judy L. Brown
Its:   Executive Vice President

SCHEDULE A

TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

PBM CANADA HOLDINGS, LLC

 

Name

    Percentage Interest  

PBM HOLDINGS, LLC

      100 % 
 EX-3.66 65 d772859dex366.htm EX-3.66 EX-3.66

Exhibit 3.66

 

      LOGO
   COMPANIES ACTS, 1963 to 2012   
  

 

   
   COMPANY LIMITED BY SHARES   
  

 

    LOGO
   MEMORANDUM   
   and   
   ARTICLES OF ASSOCIATION   
   of   
   ELAN CORPORATION LIMITED   
  

 

   
  

(As amended by all Special Resolutions up to and

including 18th December, 2013)

   
  

 

   
   Incorporated 18th December, 1969   
  

 

   
  

Elan Corporation Limited

Treasury Building

Lower Grand Canal Street

Dublin 2

Ireland

   

 

1

THE COMPANIES ACTS, 1963 to 2012

 

 

COMPANY LIMITED BY SHARES

 

 

MEMORANDUM OF ASSOCIATION

of

ELAN CORPORATION LIMITED

(As amended by all Special Resolutions up to and

Including 18th December, 2013)

 

 

 

1. The name of the Company is “Elan Corporation Limited”.

 

2. The objects for which the Company is established are:

 

  (1) To carry on all or any of the businesses of manufacturers, buyers, sellers, and distributing agents of and dealers in all kinds of patent, pharmaceutical, medicinal, and medicated preparations, patent medicines, drugs, herbs, perfumes, creams, unguents, hairdressings, washes, pomades, dyes, cosmetics, skin preparations, soaps, oils, oleaginous and vaporaceous substances, beauty specialties, preparations and accessories of every description, and of and in pharmaceutical, medicinal, proprietary and industrial preparations, compounds, and articles of all kinds, chemists, druggists, and chemical manufacturers, merchants and dealers; and to manufacture, make up, prepare, buy, sell, and deal in all articles, substances, and things commonly or conveniently used in or for making up, preparing, or packing any of the products in which the Company is authorised to deal, or which may be required by customers of or persons having dealings with the Company.

 

  (2) To establish, maintain and operate laboratories and shops for the purpose of carrying on chemical, physical and other research in medicine, chemistry, pharmacy, dentistry, industry or other unrelated or related fields.

 

  (3) To carry on any other business except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

 

2

  (4) As an object of the Company and as a pursuit in itself or otherwise, and whether for the purpose of making a profit or avoiding a loss or for any other purpose whatsoever (whether or not the Company derives any benefit therefrom), to engage in currency exchange and interest rate transactions and any other financial or other transactions of whatever nature, including (without limiting the foregoing) any transaction for the purposes of, or capable of being for the purposes of, avoiding, reducing, minimising, hedging against or otherwise managing the risk of any loss, cost, expense or liability existing, or which may arise, directly or indirectly, from a change or changes in any interest rate or currency exchange rate or in the price or value of any property, asset, commodity, index or liability or from any other risk of factor, including but not limited to dealings, whether involving purchases, sales or otherwise, in foreign and Irish currency, spot and forward exchange rate contracts, forward rate agreements, caps, floors and collars, futures, options, swaps, and any other currency interest rate and other hedging arrangements and such other instruments as are similar to, or derivatives of, any of the foregoing.

 

  (5) To invest any monies of the Company in such investments (including shares in the Company) and in such manner as may from time to time be determined, and to hold, sell or deal with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

 

  (6) To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences, and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

 

  (7) To lend money to such persons or companies either with or without security and upon such terms as may seem expedient.

 

  (8) To borrow or raise or secure the payment of money in such manner as the Company shall think fit, and in particular by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company’s property, both present and future, including its uncalled capital, and to purchase, redeem or pay off any such securities.

 

  (9) To adopt such means of making known the Company and its products and services as may seem expedient.

 

3

  (10) To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the property, undertaking, rights or assets of the Company and for such consideration as the Company might think fit. Generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

 

  (11) To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the obligations of and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of any person, firm or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by Section 155 of the Companies Act, 1963, or another subsidiary as defined by the said Section of the Company’s holding company or otherwise associated with the Company in business and to grant indemnities of all kinds whether with or without any such security as above mentioned.

 

  (12) To amalgamate with any other company.

 

  (13) To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, trade marks, technology and know-how and the like conferring any exclusive or nonexclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.

 

  (14) To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture or otherwise with any person or company or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

 

  (15) To grant pensions or gratuities (to include death benefits) to any officers or employees or ex-officers or ex-employees of the Company, or its predecessors in business or the relations, families or dependants of any such persons, and to establish or support any non-contributory or contributory pension or superannuation funds, any associations, institutions, clubs, buildings and housing schemes, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interests of the Company or of its members.

 

  (16) To promote any company or companies for the purpose of acquiring all or any of the property and liabilities of this Company or for any other purpose which may seem directly or indirectly calculated to benefit this Company.

 

4

  (17) To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company’s capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.

 

  (18) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, letters of credit and other negotiable or transferable instruments.

 

  (19) To undertake and execute any trusts the undertaking whereof may seem desirable, whether gratuitously or otherwise.

 

  (20) To procure the Company to be registered or recognised in any country or place.

 

  (21) To promote freedom of contract and to counteract and discourage interference therewith, to join any trade or business federation, union or association, with a view to promoting the Company’s business and safeguarding the same.

 

  (22) To the extent that the same is permitted by law, to give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the Company or the Company’s holding company for the time being (as defined by Section 155 of the Companies Act 1963).

 

  (23) To do all or any of the above things in any part of the world as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others.

 

  (24) To distribute any of the property of the Company in specie among the members.

 

  (25) To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.

NOTE A: The objects specified in each paragraph of this clause shall, except where otherwise expressed m such paragraph, be in no wise limited or restricted by reference to, or inference from, the terms of any other paragraph.

NOTE B: It is hereby declared that the word “company” in this clause (except where it refers to this Company) shall be deemed to include any partnership or other body of persons, whether or not incorporated and-whether formed in Ireland or elsewhere.

 

3. The liability of the members is limited.

 

4. The capital of the Company is €40,500,000 divided into 810,000,000 Ordinary Shares of €0.05 each.

 

5

We, the several persons whose names, addresses and descriptions are subscribed, wish to be formed into a Company in pursuance of this Memorandum of Association, and we agree to take the number of shares in the capital of the Company set opposite our respective names.

 

Names, Addresses and Descriptions of

Subscribers

   

Number of Shares taken by each

Subscriber

Donald M. Pratt,    One
32 Kildare Street,   
Dublin 2.   
Solicitor   
Heather Johnston,    One
32 Kildare Street,   
Dublin 2.   
Secretary   
  

 

Total Shares taken:   

Two

Dated the 15th day of December, 1969.

Witness to the above signatures:

Simon C. K. Quick,

32 Kildare Street,

Dublin 2.

Solicitor

 

6

COMPANIES ACTS, 1963 to 2012

 

 

COMPANY LIMITED BY SHARES

 

 

ARTICLES OF ASSOCIATION

of

ELAN CORPORATION LIMITED

(Adopted by Special Resolution passed the 25th of August, 1987 and subsequently amended by Special Resolutions passed the 25th of August 1988, the 24th of August 1989, the 27th of August 1991, the 2nd of July 1992, the 6th of July 1995, the 27th of June 1996, the 20th of June 1997, the 24th of April 1998, the 14th of May 1999, the 19th of August 2002, the 17th of June 2004, the 25th of May 2006, the 16th July 2009, 27th May 2010, 24th May 2012, 30th May 2013 and the 18th of December, 2013.)

 

 

PRELIMINARY

 

1. The Company shall be a private Company within the meaning of the Companies Act, 1963, (as amended by the Companies Acts 1983 to 2012) (hereinafter referred to as the “Act”) and the Regulations contained in Part II of Table A in the First Schedule to the Act (hereinafter called “Table A”) shall apply to the Company save in so far as they are excluded or varied hereby.

LIEN

 

2. The lien conferred by Regulation 11 of Part 1 of Table A shall attach to all shares whether fully paid or not and the said Regulation shall be amended accordingly.

The lien conferred by Regulation 11 of Part 1 of Table A shall not apply where any shares have been mortgaged or charged by way of security in which event such lien shall rank behind any such security and Regulation 11 of Part 1 of Table A shall be modified accordingly.

SHARE CAPITAL

 

3. (a)

The share capital of the Company is €40,500,000 divided into 810,000,000 Ordinary Shares of €0.05 each.

 

7

  (b) The Directors are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities, as defined by section 20 of the Companies (Amendment) Act, 1983, up to an amount equal to the authorised but as yet unissued share capital of the Company, such authority to expire five years following the date of incorporation of the Company.

 

  (c) The Company may, before such expiry, make an offer or agreement which would or may require relevant securities to be allotted after this authority has expired and the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred had not expired.

 

  (d) Section 23 of the Companies (Amendment) Act, 1983 is hereby excluded in its application in relation to all allotments by the Company of equity securities as defined for the purpose of that section.

TRANSFER OF SHARES

 

4. An instrument of transfer of a share (other than a partly paid share) need not be executed on behalf of the transferee and need not be attested and Regulation 22 of Part I of Table A shall be modified accordingly.

 

5. Notwithstanding anything contained in these Articles, the Directors shall promptly register any transfer of shares and shall not suspend registration thereof where such transfer: -

 

  (i) is to any bank, institution or entity to whom such shares have been charged by way of security or to any nominee or any transferee of such bank, institution or entity (a “Secured Institution”); or

 

  (ii) is delivered to the Company for registration by a Secured Institution or its nominee in order to perfect its security over the shares; or

 

  (iii) is executed by a Secured Institution or its nominee pursuant to the power of sale or other power under such security,

and furthermore, notwithstanding anything to the contrary contained in these Articles or in any other agreement between the shareholders of any of them, no transferor of any shares in the Company or proposed transferor of such shares to a Secured Institution or its nominee, and no Secured Institution or its nominee, shall be required to offer the shares which are or are to be the subject of any transfer as aforesaid to the shareholders for the time being of the Company or any of them and no such shareholder shall have any right under the Articles or otherwise howsoever to require such shares to be transferred to them whether for consideration or not. No resolution shall be proposed or passed the effect of which would be to delete or amend this regulation unless not less than 21 days’ written notice thereof shall have been given to any such Secured Institution by the Company and Regulation 3 of Table A, Part II shall be modified accordingly.

 

8

RESOLUTIONS

 

6. (a)

Any such resolution in writing as is referred to in Regulation 6 Part II of Table A may consist of several documents in the like form each signed by one or more of the Members (or their duly authorised representatives) in that Regulation referred to.

 

  (b) Any such Resolution in writing as is referred to in Regulation 109 of Part I of Table A may consist of several documents in the like form each signed by one or more of the Directors (or their duly authorised representatives) in that Regulation referred to.

 

  (c) Any document completed by the Auditors and Members of the Company permitting of the calling of a meeting on shorter notice than required by Sections 133 and 141 of the Act (and the holding of such meeting) may consist of several documents in the like form each signed by one or more of the aforementioned parties (or their duly authorised representatives).

PURCHASE OF OWN SHARES

 

7. Subject to the provisions of the Companies Act 1990, the Company may:-

 

  (a) issue shares which are to be redeemed, or are liable to be redeemed at the option of the Company, or the holder, on such terms and in such manner as shall be provided by the Articles of Association of the Company;

 

  (b) purchase any of its own shares;

 

  (c) convert any of its shares into redeemable shares subject to the provisions of the Companies Act 1963 to 2012 and these Articles governing the variation of rights attached to classes of shares and the alteration of the Company’s Memorandum or Articles of Association;

 

  (d) shares redeemed or purchased may be held as “Treasury Shares” or cancelled, so however, that no such shares shall be held as “Treasury Shares”, or cancelled, or premium paid on a share except in accordance with the provisions of the Companies Act 1990;

 

  (e) no shares shall be redeemed or purchased unless the said shares are fully paid;

 

  (f) there shall be paid on each share redeemed or purchased at the date of redemption or purchase, the amount paid up on each such share (which shall not be less than the par value) and any premiums as may be determined by the Directors;

 

  (g) no such redeemable shares shall be issued or redeemed or purchased, or shares converted into redeemable shares if as a result of the foregoing the nominal value of the issued capital which is not redeemable would be less than one-tenth of the nominal value of the total issued share capital of the Company;

 

9

  (h) all redemptions by the Company, or purchases of its own shares shall be out of profits which would otherwise have been available for dividend and in the case of shares redeemed or purchased which are to be cancelled, such redemption or purchase may be out of the proceeds of a fresh issue of shares.

PROCEEDINGS AT GENERAL MEETINGS

 

8. The following words shall be added to the end of Regulation 53 of Part I of Table A “and fixing the remuneration of Directors”.

 

9. A poll may be demanded by the Chairman or by any member present in person or by proxy and Regulation 59 of Part I of Table A may be modified accordingly.

PROXIES

 

10. In Regulation 70 of Part I of Table A the words “not less than 48 hours before the time for holding” and “not less than 48 hours before the time appointed for” shall be deleted and there shall be substituted therefor the words “before the commencement of on both occasions.

BORROWING POWERS

 

11. (a)

Regulation 79 of Part I of Table A shall not apply to the Company.

 

  (b) The Directors may without any limitation as to the amount exercise all the powers of the Company to borrow money, to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party, and the Directors may guarantee, support or secure whether by personal covenant or by mortgaging or charging all or any part of the undertaking property and assets (both present and future) and uncalled capital of the Company, or by any such methods, the performance of the obligations of, and repayment or payment of the principal amounts of any premiums, interest and dividends on any securities of any person, firm or company including (without prejudice to the generality of the foregoing,) any company which is for the time being the Company’s subsidiary or holding company (as defined by Section 155 of the Companies Act, 1963) or the holding company or other subsidiary of the Company’s holding company or otherwise associated with the Company in business.

 

10

DIRECTORS

 

12. (a)

A Director appointed to fill a casual vacancy or as an addition to the Board shall not retire from office at the Annual General Meeting next following his appointment and the last sentence of Regulation 98 of Part I of Table A shall be deleted.

 

  (b) The Directors of the Company shall not be required to retire by rotation and Regulations 92 to 100 inclusive of Part I of Table A shall be amended accordingly.

 

  (c) A Director shall not require a share qualification but nevertheless shall be entitled to receive notice of and to attend and speak at any general meeting of or any separate meeting of the holders of any class of shares in the Company and Regulation 136 of Part I of Table A shall be modified accordingly.

 

  (e) Unless and until the Company in general meeting shall otherwise determine the number of the Directors shall be not less than two nor more than seven and Regulation 75 of Part I of Table A shall be modified accordingly.

 

  (f) Any such resolution in writing as is referred to in Regulation 109 of Part I of Table A may consist of several documents in the like form each signed by one or more of the Directors for the time being entitled to receive notice of meetings of the Directors.

 

  (g) Any Director or Alternate Director may participate in a meeting of the Directors or any committee of the Directors by means of conference telephone or other telecommunications equipment by means of which all persons participating in the meeting can hear each other speak and such participation in a meeting shall constitute being present in person at the meeting.

 

  (h) A director who is not a member of the Company will nevertheless be entitled to receive notice of, attend and speak at any general meeting or separate meeting of the holders of any class of shares, and regulation 136 of Part I of Table A will be modified accordingly.

 

  (i) The obligations of a director to disclose the nature of his interest in any contract or proposed contract with the company will apply equally to any shadow director who shall declare his interest in the manner prescribed by section 27(3) of the 1990 Act.

DISQUALIFICATION OF DIRECTORS

 

13. The office of director will be ipso facto vacated if the director:

 

  (a) becomes prohibited from being a director of the Company by reason of any declaration or order made under section 150 or 160 of the 1990 Act; or

 

11

  (b) is removed from office by notice in writing served upon him signed by all his co-directors as well as under the circumstances described in regulation 91 of Part I of Table A.

COMMITTES OF DIRECTORS

 

14. The meetings and proceedings of any committee formed by the directors will be governed by the provisions of these Articles regulating the meetings and proceedings of directors so far as the same are applicable and are not superseded by any regulations imposed on such committee by the directors.

ALTERNATE DIRECTORS

 

15. (a)

Any Director may by writing under his hand appoint any person (including another Director) to be his alternate provided always that no such appointment of a person other than a Director as an alternate shall be operative unless and until such appointment shall have been approved by a majority of the Directors.

 

  (b) An alternate Director shall be entitled to receive notices of all meetings of the Directors and of all meetings of committees of Directors of which his appointer is a member, to attend and vote at any such meeting at which the Director appointing him is not personally present and in the absence of his appointer to exercise all the powers, rights, duties and authorities of his appointer as a Director (other than the right to appoint an alternate hereunder).

 

  (c) Save as otherwise provided in these Articles, an alternate Director shall be deemed for all purposes, (including authenticating the affixing of the seal) to be a Director. The remuneration of any such alternate Director shall be payable out of the remuneration paid to the Director appointing him and shall consist of such portion of the last mentioned remuneration as shall be agreed between the alternate and the Director appointing him.

 

  (d) A Director may at any time revoke the appointment of any alternate appointed by him. If a Director shall die or cease to hold the office of a Director the appointment of his alternate shall thereupon cease and determine but if a Director retires by rotation or otherwise but is re-appointed or deemed to have been re-appointed at the meeting at which he retires, any appointment of any alternate Director made by him which was in force immediately prior to his retirement shall continue after his re-appointment.

 

  (e) An alternate Director shall not be counted in reckoning the maximum number of the Directors allowed by the Articles of Association for the time being. A Director acting as alternate shall have an additional vote at meetings of Directors for each Director for whom he acts as alternate but he shall count only as one for the purpose of determining whether a quorum be present.

 

12

  (f) Any appointment or revocation by a Director under this Article shall be effected by notice in writing given under his hand to the Secretary or deposited at the Office or in any other manner approved by the Directors.

MANAGING DIRECTOR

 

16. The Directors may from time to time appoint one or more of their body to hold any executive office in the management of the business of the Company including the office of Chairman or Deputy Chairman or Managing or Joint Managing or Deputy or Assistant Managing Director as the Directors may decide, and on such terms as they think fit, and if no period or terms are fixed, then such executive shall comply with such directions as may be given to him by the Directors from time to time, and the appointment may be revoked at any time, and in any event his appointment shall be automatically determined (without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company) if he shall cease to be a Director and Regulation 110 of Part I of Table A shall be amended accordingly.

ACCOUNTS

 

17. The Company will comply with the provisions of the Act and all other relevant legislation with regard to accounts, and regulations 125 to 129 of Part I of Table A will be modified accordingly.

AUDITORS

 

18. The auditors will be appointed and removed and their rights and duties regulated in accordance with the Act. The auditors will be entitled to attend any general meeting and to receive all notices of, and other communications relating to, any general meeting which any member is entitled to receive, and to be heard on any part of the business which concerns them as auditors. Regulation 132 of Part I of Table A will not apply.

SINGLE MEMBER

 

15. (i)

If at any time all the issued shares of the Company are registered the name of a single person, it will be a single-member company within the meaning of the European Communities (Single-Member Private Limited Companies) Regulations, 2012 (“the Regulations”) in which event the following provisions will apply notwithstanding anything to the contrary in these Articles or in Table A:-

 

  (a) The single member may decide to dispense with the holding of annual general meetings. Such decision will be effective for the year in which it is made and subsequent years, but nevertheless the sole member or the Auditors may require the holding of an annual general meeting in any such year in accordance with the procedure laid down in the Regulations.

 

13

  (b) Where a decision to dispense with the holding of annual general meetings is in force, the accounts and the directors’ and Auditors’ reports that would otherwise be laid before an annual general meeting shall be sent to the sole member as provided in the Regulations, and the provisions of the Companies Acts, 1963 to 1990 with regard to the annual return and the accounts which apply by reference to the date of the annual general meeting will be construed as provided in the Regulations.

 

  (c) The single member, present in person or by proxy, is a sufficient quorum at a general meeting.

 

  (d) All matters requiring a resolution of the Company in general meeting (except the removal of the Auditors from office) may be validly dealt with by a decision of the single member. The sole member must provide the Company with a written record of any such decision or, if it is dealt with by a written resolution under regulation 6 of Part II of Table A, with a copy of that resolution, and the decision or resolution shall be recorded and retained by the Company.

 

  (e) Where a company enters into a contract with the single member which is not in the ordinary course of business and which is not in writing, and the single member also represents the Company in the transaction (whether as a director or otherwise), the directors must forthwith set out the same in a written memorandum or record the same in the minutes of the next directors’ meeting.

 

  (ii) As and whenever the Company becomes a single-member company or ceases to be a single-member company, it shall notify the registrar of companies as provided in the Regulations.

INDEMNITY

 

21. Subject to the Act, every director, managing director, agent, auditor, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in relation to his acts while acting in such office, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 391 of the Act in which relief is granted to him by the court. Regulation 138 of Part I of Table A will not apply.

 

14

NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS

 

Donald M. Pratt,
32 Kildare Street,
Dublin 2.
Solicitor
Heather Johnston,
32 Kildare Street,
Dublin 2.
Secretary

Dated the 15th day of December, 1969.

Witness to the above signatures:

Simon C. K. Quick,

32 Kildare Street,

Dublin 2.

Solicitor

 

16

EX-3.67 66 d772859dex367.htm EX-3.67 EX-3.67

Exhibit 3.67

 

 

LOGO

COMPANIES ACTS, 1963 TO 2006

COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

ELAN HOLDINGS LIMITED

(Adopted 20 December 2007)

 

 

 

COMPANIES ACTS, 1963 TO 2006

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

ELAN HOLDINGS LIMITED

(Adopted 20 December 2007)

 

 

 

1. The name of the Company is: ELAN HOLDINGS LIMITED

 

2. The objects for which the Company is established are:

 

  (1) To carry on all or any of the businesses of manufacturers, buyers, sellers, and distributing agents of and dealers in all kinds of patent, pharmaceutical, medicinal and medicated preparations, patent medicines, drugs, herbs, perfumes, creams, unguents, hairdressings, washes, pomades, dyes, cosmetics, skin preparations, soaps, oils, oleaginous and vaporaceous substances, beauty specialities, preparations and accessories of every description, and of and in pharmaceutical, medicinal, proprietary and industrial preparations, compounds, preservatives, germicides or other preparations which may seem calculated directly or indirectly to promote or ensure the good health in human beings and in animals of every nature and to prevent, cure, combat or eradicate disease in human beings and animals of every nature and to make all investigations, research and experiments in medicine, chemistry, pharmacy, dentistry, and industry, or otherwise with a view to the discovery of any preparation, system or method which may seem calculated directly or indirectly to promote good health, prevent, cure, combat or eradicate disease in human beings and animals of every nature.

 

  (2) To carry on the trades or businesses of manufacturing and distributing chemists and druggists together with all or any trades or business usually carried on in connection therewith and to prepare, manufacture, import, produce, buy, sell and deal in all kinds of salts, acids, alkalies, drugs, medicines, mediciments, herbs, pharmaceutical, chemical, veterinary and surgical materials in appliances and patent or proprietary medicines, and to manufacture, make up, prepare, buy, sell, and deal in all kinds of articles, plant, machinery, tools, containers, utensils, metals, chemicals, plastics, substances, materials and commodities capable of being used in or for the purpose or in connection with any of the before mentioned businesses.

 

  (3) To carry on any other business except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

     (4) (a)

To invest any monies of the Company in such investments (other than shares in the Company) and in such manner as may from time to time be determined, and to hold, sell or deal with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

 

  (b) As an object of the Company and as a pursuit in itself or otherwise, and whether for the purpose of making a profit or avoiding a loss or for any other purpose whatsoever (whether or not the Company derives any benefit therefrom) to make gifts in any form whatsoever including contributions of capital to any Company, body or individual.

 

  (5) To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences, and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

 

  (6) To lend money to such persons or companies either with or without security and upon such terms as may seem expedient.

 

  (7) To borrow or raise or secure the payment of money in such manner as the Company shall think fit, and in particular by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company’s property, both present and future, including its uncalled capital, and to purchase, redeem or pay off any such securities.

 

  (8) To adopt such means of making known the Company and its products and services as may seem expedient.

 

  (9) To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the property, undertaking, rights or assets of the Company and for such consideration as the Company might think fit (including at an undervalue). Generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

 

  (10) To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the obligations of and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of any person, firm or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by Section 155 of the Companies Act, 1963, or another subsidiary as defined by the said Section of the Company’s holding company or otherwise associated with the Company in business.

 

  (11) To amalgamate with any other company.

  (12) To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, trade marks, technology and know-how and the like conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.

 

  (13) To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture or otherwise with any person or company or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

 

  (14) To grant pensions or gratuities (to include death benefits) to any officers or employees or ex-officers or ex-employees of the Company, or its predecessors in business or the relations, families or dependants of any such persons, and to establish or support any non-contributory or contributory pension or superannuation funds, any associations, institutions, clubs, buildings and housing schemes, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interests of the Company or of its members.

 

  (15) To promote any company or companies for the purpose of acquiring all or any of the property and liabilities of this Company or for any other purpose which may seem directly or indirectly calculated to benefit this Company.

 

  (16) To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company’s capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.

 

  (17) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, letters of credit and other negotiable or transferable instruments.

 

  (18) To undertake and execute any trusts the undertaking whereof may seem desirable, whether gratuitously or otherwise.

 

  (19) To procure the Company to be registered or recognised in any country or place.

 

  (20) To promote freedom of contract and to counteract and discourage interference therewith, to join any trade or business federation, union or association, with a view to promoting the Company’s business and safeguarding the same.

 

  (21) To do all or any of the above things in any part of the world as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others.

  (22) To distribute any of the property of the Company in specie among the members.

 

  (23) To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.

Note A: The objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be in no wise limited or restricted by reference to, or inference from, the terms of any other paragraph.

Note B: It is hereby declared that the word “company” in this clause (except where it refers to this Company) shall be deemed to include any partnership or other body of persons, whether or not incorporated and whether formed in Ireland or elsewhere.

 

3. The liability of the members is limited.

 

4. The share capital of the company is US$100,000,000 divided into 100,000,000 Ordinary Shares of US$1.00 each.

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the company set opposite our respective names.

 

Names, Addresses and Descriptions    Number of Shares
Of Subscribers    taken by each Subscriber
Deirdre Lyder,    One
4 Greenmount Lane,   
Dublin 12.   
Secretary   
Petrea Cheevers,    One
9 Lauderdale Terrace,   
Dublin 8.   
Secretary   
Dated the 1st day of March, 1984.   
Witness to the above signatures:   
Paul J. Carroll,   
31 Fitzwilliam Square,   
Dublin 2.   
Solicitor   

COMPANIES ACTS, 1963 TO 2006

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

ELAN HOLDINGS LIMITED

(Adopted 20 December 2007)

 

 

PRELIMINARY

 

1. The regulations contained in Part II of Table A in the First Schedule to the Companies Act, 1963, (which Table is hereinafter called “Table A”) shall be deemed to be incorporated with these Articles and shall apply to the Company save insofar as they are excluded or modified hereby. Regulations 5, 75, 79, 90, 91 and 109 of Part I and Regulations 6 and 9 of Part II of Table A shall not apply to the Company.

 

2. The Share Capital of the company is US$100,000,000 divided into 100,000,000 Ordinary Shares of US$1.00 each.

 

3. Subject to any direction to the contrary which may be given by the Company in General Meeting any unissued shares of the Company (whether forming part of the original or any increased Capital) shall be at the disposal of the directors, and they may allot, grant options over or otherwise dispose of them to such persons, on such terms and conditions and at such times as they may consider to be in the best interests of the Company and its shareholders, but so that no share shall be issued at a discount. Section 23 (1), (7) and (8) of the Companies (Amendment) Act 1983 shall not apply to the allotment by the Company of any equity security as defined by Section 23 (13) of that Act.

 

4. The directors are generally and unconditionally authorised pursuant to Section 20 of the Companies (Amendment) Act 1983 to exercise any power of the Company to allot relevant securities up to a maximum aggregate of the number of authorised but unissued relevant securities in the capital of the Company (whether forming part of the original or any increased Capital) provided that the authority shall expire on 29 November 2012 unless previously renewed or varied save that the directors shall have power, notwithstanding that the date aforesaid shall have expired, to allot relevant securities in pursuance of an offer or agreement made before the expiry of such date as aforesaid as if the authority conferred hereby had not expired.

PURCHASE OF OWN SHARES

 

5. Subject to the provisions of the Companies Act 1990 the Company may:

 

  5.1.1 Issue shares which are to be redeemed or are liable to be redeemed at the option of the Company on such terms and in such manner as hereinafter provided:

  5.1.2 Purchase any of its own shares:

 

  5.1.3 Convert any of its shares into redeemable shares pursuant to Section 210 of the Companies Act, 1990:

 

  5.1.4 Cancel any of its own shares following purchase or redemption:

 

  5.1.5 Hold as treasury shares any shares purchased or redeemed:

 

  5.1.6 Re-issue or cancel any shares held as treasury shares:

Provided that:

 

  5.2.1 No shares shall be redeemed or purchased unless the said shares are fully paid:

 

  5.2.2 There shall be paid on each share redeemed or purchased at the date of redemption or purchase, the amount paid up on each such share together with such premium, if any, as may be determined by the Directors:

 

  5.2.3 No redeemable shares shall be issued or redeemed, shares purchased, or shares converted into redeemable shares if as a result of the foregoing the nominal value of the issued capital which is not redeemable would be less than one tenth of the nominal value of the total issued share capital of the Company;

 

  5.2.4 All redemptions by the Company, or purchases of its own shares shall be out of profits which would otherwise have been available for distribution or in the case of shares redeemed or purchased which are to be cancelled such redemption or purchase may be out of the proceeds of a fresh issue of shares:

 

  5.2.5 Any share issued as a redeemable share or converted into a redeemable share may be redeemed by the Company at any time. Notice in writing shall be issued by the Company to the holders of the shares to be redeemed. Such notice shall specify the number of shares to be redeemed, the date fixed for redemption and the place at which the certificates for such shares are to be presented and upon such date each of the holders of the shares concerned shall be bound to deliver to the Company at such place the certificates for the shares to be redeemed.

GENERAL MEETINGS

 

6. In Regulation 59(b) of Part I of Table A the words “one Member” shall be substituted for the words “three Members”.

 

7. Subject to Section 141 of the Act, a resolution in writing signed by all the Members for the time being entitled to attend and vote on such resolution at a General Meeting (or being bodies corporate by their duly authorised representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a General Meeting of the Company duly convened and held, and if described as a Special Resolution shall be deemed to be a Special Resolution within the meaning of the Act. Any such resolution may consist of several documents in the like form each signed by one or more of such Members (or their duly authorised representatives).

8. In Regulation 70 of Part I of Table A the words “not less than 1 hour” shall be substituted for the words “not less than 48 hours” in the two places where they occur.

SINGLE-MEMBER COMPANY

 

9. If at any time the company has only one member, that is to say that all the issued shares of the company are registered in the name of a sole person (whether a natural person or a body corporate), it will be a single-member company within the meaning of the single-member company regulations. If and so long as the company is a single-member company, the following provisions will apply notwithstanding anything to the contrary in these Articles or Table A:

 

  9.1 Annual General Meeting: The sole member may decide to dispense with the holding of annual general meetings. Such decision will be effective for the year in which it is made and subsequent years, but nevertheless the sole member or the Auditors may require the holding of an annual general meeting in any such year in accordance with the procedures laid down in the Single-Member Company Regulations.

 

  9.2 Where a decision to dispense with the holding of annual general meetings is in force, the accounts and the directors’ and Auditors’ reports that would otherwise be laid before an annual general meeting shall be sent to the sole member as provided in the Single-Member Company Regulations, and the provisions of the Acts with regard to the annual return and the accounts which apply by reference to the date of the annual general meeting will be construed as provided in the Single-Member Company Regulations.

 

  9.3 Quorum at General Meetings: The sole member, present in person or by proxy, is a sufficient quorum at a general meeting.

 

  9.4 Resolutions of Shareholders: All matters requiring a resolution of the company in general meeting (except the removal of the Auditors from office) may be validly dealt with by a decision of the sole member. The sole member must provide the Company with a written record of any such decision or, if it is dealt with by a written resolution under regulation 6 of Part II of Table A, with a copy of that resolution, and the decision or resolution shall be recorded and retained by the company.

 

  9.5 Contracts with Sole Member: Where the company enters into a contract with the sole member which is not in the ordinary course of business and which is not in writing, and the sole member also represents the company in the transaction (whether as a director or otherwise), the directors shall ensure that the terms of the contract are forthwith set out in a written memorandum or are recorded in the minutes of the next directors’ meeting.

If and whenever the company becomes a single-member company or ceases to be a single-member company, it shall notify the Registrar of Companies as provided in the Single-Member Company Regulations.

DIRECTORS

 

10. Until otherwise determined by a General Meeting the number of Directors shall not be less than two.

 

11. The Directors may on behalf of the Company pay a gratuity, annuity, pension, emolument, charitable aid or other allowance on retirement, including an allowance on death, to any Director or person or to the widow or dependants of any such Director or person in respect of services rendered by that Director or person to the Company as Managing Director, Assistant Managing Director or in any other executive office or employment under the Company or indirectly as a Managing Director, Assistant Managing Director, executive officer or employee of any subsidiary company of the Company or of its holding company, if any, notwithstanding that he may be or may have been a Director of the Company and by making payments towards insurances, trusts or funds for such purposes in respect of all such individuals and whether or not such rights in respect of gratuities, annuities, pensions, emoluments, or other allowances are contained in the terms of engagement of any such Director or person.

 

12. All Meetings of Directors and of Committees of Directors shall be held in the State unless a majority of the Directors otherwise determine in writing.

 

13. A Resolution in writing signed by all the Directors for the time being entitled to receive notice of a Meeting of the Directors shall be as valid and effective for all purposes as a resolution of the Directors as if it had been passed at a Meeting of the Directors duly convened and held and may consist of several documents in the like form each signed by one or more of the Directors. For the purpose of this Article, the signature of an alternate Director shall suffice in lieu of the signature of the Director appointing him.

 

14. 14.1

For the purpose of these Articles, the contemporaneous linking together by telephone or other means of audio communication of a number of Directors not less than the quorum shall be deemed to constitute a meeting of the Directors, and all the provisions in these Articles as to meetings of the Directors shall apply to such meetings.

 

  14.2 Each of the Directors taking part in the meeting must be able to hear each of the other Directors taking part.

 

  14.3 At the commencement of the meeting each Director must acknowledge his presence and that he accepts that the conversation shall be deemed to be a meeting of the Directors.

 

  14.4 A Director may not cease to take part in the meeting by disconnecting his telephone or other means of communication unless he has previously obtained the express consent of the chairman of the meeting, and a Director shall be conclusively presumed to have been present and to have formed part of the quorum at all times during the meeting unless he has previously obtained the express consent of the chairman of the meeting to leave the meeting as aforesaid.

 

  14.5 A minute of the proceedings at such meeting by telephone or other means of communication shall be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as a correct minute by the chairman of the meeting.

15. The Directors shall be entitled to receive notice of and to attend at any General Meeting of the Company and Regulation 136 of Part I of Table A shall be modified accordingly.

 

16. 16.1

Each Director shall have the power to nominate any other Director or any other person to act as alternate Director in his place, at any Meeting of the Directors at which he is unable to be present or during his inability to act as such Director and at his discretion to remove such alternate Director and on such appointment being made the alternate Director shall (except as regards the power to appoint an alternate and the requirement, if any, of a share qualification) be subject in all respects to the terms and conditions existing with reference to the other Directors of the Company.

 

  16.2 The appointee, whilst he holds office as an alternate Director, shall be entitled to receive notices of all meetings of the Directors and in the absence from meetings of the Director appointing him, shall be entitled to attend, speak and vote at meetings of the Directors, and, whilst he holds office as an alternate Director, shall exercise and discharge all the powers, rights, duties and authorities of the Director he represents, but shall look to such Director solely for his remuneration as alternate Director.

 

  16.3 Any Director of the Company who is appointed an alternate Director shall be entitled to an additional vote at a meeting of the Directors for each Director for whom he acts as alternate Director as distinct from the vote to which he is entitled in his own capacity as a Director of the Company, and shall also be considered as two or more Directors, as the case may be, for the purpose of making a quorum of Directors, provided always that not less then two individuals are present in person at the meeting.

 

  16.4 An alternate Director shall not be counted in reckoning the maximum number of Directors allowed by the Articles of Association for the time being.

 

  16.5 If a Director shall die or cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine, provided always that in the event of these Articles providing for the retirement of Directors by rotation or otherwise, if any Director so retires but is re-elected at the meeting at which such retirement took effect any appointment made by him pursuant to this Article which was in force immediately prior to his retirement shall continue to operate after his re-election as if he had not so retired.

 

  16.6 An alternate Director, in the absence from General Meetings of the Director appointing him, shall be entitled to attend at General Meetings of the Company.

 

  16.7 Any instrument appointing or removing an alternate Director shall be posted or delivered to the Secretary or the Registered Office of the Company or a Meeting of the Directors and shall not take effect unless and until so posted or delivered and all such instruments shall be retained by the Company.

17. The directors will not retire at the first annual general meeting or by rotation, or require to be re-elected in general meeting following appointment by the directors. Regulations 92 to 100 inclusive of Part I of Table A will be modified accordingly.

 

18. The office of a Director shall be vacated ipso facto if the Director:-

 

  18.1 is adjudged bankrupt in the State or in Northern Ireland, or in Great Britain, or makes any arrangement with his creditors generally; or

 

  18.2 is found to be a lunatic or becomes of unsound mind; or

 

  18.3 is for more than six months absent without permission of the Directors from meetings of the Directors held during that period and the Directors so determine; or

 

  18.4 resigns his office by notice in writing to the Company; or

 

  18.5 is convicted of an indictable offence other than an offence under the Road Traffic Acts 1961 and 1968 or any amending Act or Acts and the Directors so determine; or

 

  18.6 becomes restricted or disqualified to act as a Director pursuant to the provisions of the Companies Act, 1990.

BORROWING POWERS

 

19. The Directors may from time to time at their discretion raise or borrow or secure the payment of any sum or sums of money for the purposes or the benefit of the Company or any other person upon such terms as to interest or otherwise as they may deem fit, and may for the purpose of securing the same and interest, or for any other purpose, create and issue any perpetual or redeemable debentures or debenture stock, bonds, securities or obligations of the Company at any time and in any form or manner and for any amount, and may raise or borrow or secure the payment of any sum or sums of money either by mortgage or charge upon the undertaking or the whole or any part of the property, present or future, or uncalled capital of the Company, and any debentures, debenture stock or other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued; and any debentures, debenture stock and other securities may be issued at a premium or otherwise, and with any special privileges as to redemption, surrender, transfer, drawings, allotments of shares, attending and voting at General Meetings of the Company, appointment of Directors and otherwise.

Names, Addresses and Descriptions of Subscribers

Deirdre Lyder,

4 Greenmount Lane,

Dublin 12.

Secretary

Petrea Cheevers,

9 Lauderdale Terrace,

Dublin 8.

Secretary

Dated the 1st day of March, 1984.

Witness to the above signatures:

Paul J. Carroll,

31 Fitzwilliam Square,

Dublin 2.

Solicitor

EX-3.68 67 d772859dex368.htm EX-3.68 EX-3.68

COMPANIES ACTS, 1963 TO 2009

COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

ELAN PHARMA INTERNATIONAL LIMITED

(As amended by Special Resolution dated 15 August 2011)

 

 

 

COMPANIES ACTS, 1963 TO 2009

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

ELAN PHARMA INTERNATIONAL LIMITED

(As Amended by Special Resolution dated 15 August 2011)

 

 

 

1. The name of the Company is: ELAN PHARMA INTERNATIONAL LIMITED

 

2. The objects for which the Company is established are:

 

(a) (i)

To carry on all or any of the businesses of manufacturers, buyers, sellers and distributing agents of and dealers in all kinds of patent, pharmaceutical, medicinal, and medicated preparations, patent medicines, drugs, herbs, perfumes, creams, unguents, hairdressing washes, pomades, dyes, cosmetics, skin preparations, soaps, oils, oleaginous and vaporaceous substances, beauty specialities, preparations and accessories of every description, and of and in pharmaceutical, medicinal, proprietary and industrial preparations, compounds, and articles of all kinds, chemists, druggists, and chemical manufacturers, merchants and dealers; and to manufacture, make up, prepare, buy, sell and deal in all articles, substances, and things commonly or conveniently used in or for making up, preparing, or packing any of the products in which the Company is authorised to deal or which may be required by customers of or persons having dealings with the Company.

 

  (ii) To establish, maintain and operate laboratories and shops for the purpose of carrying on chemical, physical and other research in medicine, chemistry, pharmacy, dentistry, industry or other unrelated or related fields.

 

(b) To acquire and hold shares and stocks of any class or description, debentures, debenture stock, bonds, bills, mortgages, obligations, investments and securities of all descriptions and of any kind issued or guaranteed by any company, corporation or undertaking of whatever nature and wheresoever constituted or carrying on business or issued or guaranteed by any government, state, dominion, colony, sovereign ruler, commissioners, trust, public, municipal, local or other authority or body of whatsoever nature and wheresoever situated and investments, securities and property of all descriptions and of any kind, including real and chattel real estates, mortgages, reversions, assurance policies, contingencies and choses in action.

 

(c) To purchase for investment only property of any tenure and any interest therein, and to make advances upon the security of land or other similar property or any interest therein.

 

(d) To acquire by purchase, exchange, lease, fee farm grant or otherwise, either for an estate in fee simple or for any less estate or other estate or interest, whether immediate or

  reversionary and whether vested or contingent, any lands, tenements or hereditaments of any tenure, whether subject or not to any charges or incumbrances, and to hold, farm, work and manage and to let, sublet, mortgage or charge land and buildings of any kind, reversions, interests, annuities, life policies, and any other property real or personal, movable or immovable, either absolutely or conditionally, and either subject or not to any mortgage, charge, ground rent or other rents or incumbrances.

 

(e) To erect or secure the erection of buildings of any kind with a view of occupying or letting them and to enter into any contracts or leases and to grant any licences necessary to effect the same.

 

(f) To maintain and improve any lands, tenements or hereditaments acquired by the Company or in which the Company is interested, in particular by decorating, maintaining, furnishing, fitting up and improving houses, shops, flats, maisonettes and other buildings and to enter into contracts and arrangements of all kinds with tenants and others.

 

(g) Incidentally to the objects aforesaid, but not as a primary object, to sell, exchange, mortgage (with or without power of sale), assign, turn to account or otherwise dispose of and generally deal with the whole or any part of the property, shares, stocks, securities, estates, rights or undertakings of the Company, real, chattel real or personal, movable or immovable, either in whole or in part, upon whatever terms and whatever consideration the Company shall think fit.

 

(h) To take part in the management, supervision, or control of the business or operations of any company or undertaking, and for that purpose to appoint and remunerate any Directors, accountants, or other experts or agents to act as consultants, supervisors and agents of other companies or undertakings and to provide managerial, advisory, technical, design, purchasing and selling services.

 

(i) To make, draw, accept, endorse, negotiate, issue, execute, discount and otherwise deal with bills of exchange, promissory notes, letters of credit, circular notes, and other negotiable or transferable instruments.

 

(j) To redeem, purchase, or otherwise acquire in any manner permitted by law and on such terms and in such manner as the Company may think fit any shares in the Company’s Capital.

 

(k) To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the obligations of and the repayment or payment of the principal amounts of and the premiums, interest and dividends on any security of any person, firm or company including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company or subsidiary as defined by Section 155 of the Companies Act, 1963 or another subsidiary as defined by the said Section of the Company’s holding company or otherwise associated with the Company in business and to grant indemnities of all kinds whether with or without any such security as above mentioned.

(l) To lend the funds of the Company with or without security and at interest or free of interest and on such terms and conditions as the Directors shall from time to time determine.

 

(m) To raise or borrow or secure the payment of money in such manner and on such terms as the Directors may deem expedient and in particular by the issue of bonds, debentures or debenture stock, perpetual or redeemable, or by mortgage, charge, lien or pledge upon the whole or any part of the undertaking, property, assets and rights of the Company, present or future, including its uncalled capital and generally in any other manner as the Directors shall from time to time determine and to guarantee the liabilities of the Company or any other person and any debentures, debenture stock or other securities may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, transfer, drawings, allotments of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

 

(n) To accumulate capital for any of the purposes of the Company, and to appropriate any of the Company’s assets to specific purposes, either conditionally or unconditionally, and to admit any class or section of those who have any dealings with the Company to any share in the profits thereof or in the profits of any particular branch of the Company’s business or to any other special rights, privileges, advantages or benefits.

 

(o) To reduce the Share Capital of the Company in any manner permitted by law.

 

(p) To make gifts or grant bonuses to officers or other persons who are or have been in the employment of the Company and to allow any such persons to have the use and enjoyment of such property, chattels or other assets belonging to the Company upon such terms as the Company shall think fit.

 

(q) To establish and maintain or procure the establishment and maintenance of any pension or superannuation fund (whether contributory or otherwise) for the benefit of and to give or procure the giving of donations, gratuities, pensions, annuities, allowances, emoluments or charitable aid to any persons who are or were at any time in the employment or service of the Company or any of its predecessors in business, or of any company which is a subsidiary of the Company or who may be or have been Directors or officers of the Company, or of any such other company as aforesaid, or any persons in whose welfare the Company or any such other company as aforesaid may be interested and the wives, widows, children, relatives and dependants of any such persons and to make payments towards insurance and assurance and to form and contribute to provident and benefit funds for the benefit of such persons and to remunerate any person, firm or company rendering services to the Company, whether by cash payment, gratuities, pensions, annuities, allowances, emoluments or by the allotment of shares or securities of the Company credited as paid up in full or in part or otherwise.

 

(r) To employ experts to investigate and examine into the conditions, prospects, value, character and circumstances of any business concerns, undertakings, assets, property or rights.

 

(s) To insure the life of any person who may, in the opinion of the Company, be of value to the Company, as having or holding for the Company interests, goodwill, or influence or otherwise and to pay the premiums on such insurance.

(t) To distribute either upon a distribution of assets or division of profits among the Members of the Company in kind any property of the Company, and in particular any shares, debentures or securities of other companies belonging to the Company or of which the Company may have the power of disposing.

 

(u) To do and carry out all or any of the foregoing objects in any part of the world and either as principals, agents, contractors, trustees or otherwise, and either by or through agents, trustees or otherwise and either alone or in partnership or in conjunction with any other company, firm or person, provided that nothing herein contained shall empower the company to carry on the businesses of assurance or insurance within the meaning of the Insurance Acts 1909 to 1964.

 

(v) To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, trade marks, industrial designs, know-how, concessions and other forms of intellectual property rights and the like conferring any exclusive or non-exclusive or limited or contingent rights to use, or any secret or other information as to any invention or process of the Company, or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop, or grant licences in respect of, or otherwise turn to account the property, rights or information so acquired.

 

(w) To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture, reciprocal concession or otherwise with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the Company is authorised to carry on or engage in or any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

 

(x) To acquire and undertake the whole or any part of the undertaking business, property and liabilities of any person or company carrying on any business which the Company is authorised to carry on or which is capable of being conducted so as to benefit the Company directly or indirectly or which is possessed of assets suitable for the purposes of the Company.

 

(y) To amalgamate with, merge with or otherwise become part of or associated with any other company or association in any manner permitted by law.

 

(z) To do and carry out all such other things as may be deemed by the Company to be incidental or conducive to the attainment of the above objects or any of them or calculated to enhance the value of or render profitable any of the Company’s properties or rights.

 

     And it is hereby declared that the word “company” in this clause, except where used in reference to this Company, shall be deemed to include any person, partnership or other body of persons whether incorporated or not incorporated and whether domiciled in the State or elsewhere and that the objects of the Company as specified in each of the foregoing paragraphs of this clause (except paragraph (g) and except otherwise only if and so far as otherwise expressly provided in any such paragraph) shall be separate and distinct objects and shall not be in anywise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.

3. The liability of the Members is limited.

 

4. The share capital of the company is €12,510,000 divided into 10,000,000 Ordinary Shares of €1.25 each and 1 Non-Voting Executive Share of €10,000 with power to increase or decrease the share capital. The capital may be divided into different classes of shares with any preferential, deferred or special rights or privileges attached thereto, and from time to time the Company’s regulations may be varied so far as may be necessary to give effect to any such preference, restriction or other term.

We, the several persons whose names and addresses are subscribed, wish to be formed into a Company in pursuance of this Memorandum of Association, and we agree to take the number of shares in the Capital of the Company set opposite our respective names.

 

NAMES, ADDRESSES AND DESCRIPTIONS

OF SUBSCRIBERS

   

Number of Shares

taken by each

Subscriber

Epperly Limited

1 Stokes Place,

St. Stephen’s Green,

Dublin 2.

    One
Limited Liability Company   

Iditarod Limited

1 Stokes Place,

St. Stephen’s Green,

Dublin 2.

    One
Limited Liability Company   

 

Total Shares Taken:   

Two

Dated the 9th day of September, 1994   
WITNESS to the above signatures:-   

W.D. Gilmore,

1 Stokes Place, St. Stephen’s Green, Dublin 2.

   
Secretarial Assistant   

COMPANIES ACTS, 1963 TO 2009

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

ELAN PHARMA INTERNATIONAL LIMITED

 

 

PRELIMINARY

 

1. The regulations contained in Part II of Table A in the First Schedule to the Companies Act, 1963, (which Table is hereinafter called “Table A”) shall be deemed to be incorporated with these Articles and shall apply to the Company save insofar as they are excluded or modified hereby. Regulations 5, 75, 79, 90, 91 and 109 of Part I and Regulations 6 and 9 of Part II of Table A shall not apply to the Company.

 

2. The Share Capital of the company is €12,510,000 divided into 10,000,000 Ordinary Shares of €1.25 each and 1 Non-Voting Executive Share of €10,000.

The said Non-Voting Executive Share shall confer on the holders thereof neither the right to receive notice of or to attend or vote at any meetings of the Company, nor the right to be paid a dividend out of the profits of the Company save such dividend as the Directors may from time to time determine. On a winding up the said Non-Voting Executive Share will confer on the holder thereof the right to a return of capital paid up thereon pari passu with the holders of the Ordinary shares but shall confer no right to participate in any surplus.

 

3. Subject to any direction to the contrary which may be given by the Company in General Meeting any unissued shares of the Company (whether forming part of the original or any increased Capital) shall be at the disposal of the directors, and they may allot, grant options over or otherwise dispose of them to such persons, on such terms and conditions and at such times as they may consider to be in the best interests of the Company and its shareholders, but so that no share shall be issued at a discount. Section 23 (1), (7) and (8) of the Companies (Amendment) Act 1983 shall not apply to the allotment by the Company of any equity security as defined by Section 23 (13) of that Act.

 

4. The directors are generally and unconditionally authorised pursuant to Section 20 of the Companies (Amendment) Act 1983 to exercise any power of the Company to allot relevant securities up to a maximum aggregate of the number of authorised but unissued relevant securities in the capital of the Company (whether forming part of the original or any increased Capital) provided that the authority shall expire on 17 November 2010 unless previously renewed or varied save that the directors shall have power, notwithstanding that the date aforesaid shall have expired, to allot relevant securities in pursuance of an offer or agreement made before the expiry of such date as aforesaid as if the authority conferred hereby had not expired.

PURCHASE OF OWN SHARES

 

5. Subject to the provisions of the Companies Act 1990 the Company may:

 

  5.1.1 Issue shares which are to be redeemed or are liable to be redeemed at the option of the Company on such terms and in such manner as hereinafter provided:

 

  5.1.2 Purchase any of its own shares:

 

  5.1.3 Convert any of its shares into redeemable shares pursuant to Section 210 of the Companies Act, 1990:

 

  5.1.4 Cancel any of its own shares following purchase or redemption:

 

  5.1.5 Hold as treasury shares any shares purchased or redeemed:

 

  5.1.6 Re-issue or cancel any shares held as treasury shares:

 

     Provided that:

 

  5.2.1 No shares shall be redeemed or purchased unless the said shares are fully paid:

 

  5.2.2 There shall be paid on each share redeemed or purchased at the date of redemption or purchase, the amount paid up on each such share together with such premium, if any, as may be determined by the Directors:

 

  5.2.3 No redeemable shares shall be issued or redeemed, shares purchased, or shares converted into redeemable shares if as a result of the foregoing the nominal value of the issued capital which is not redeemable would be less than one tenth of the nominal value of the total issued share capital of the Company;

 

  5.2.4 All redemptions by the Company, or purchases of its own shares shall be out of profits which would otherwise have been available for distribution or in the case of shares redeemed or purchased which are to be cancelled such redemption or purchase may be out of the proceeds of a fresh issue of shares:

 

  5.2.5 Any share issued as a redeemable share or converted into a redeemable share may be redeemed by the Company at any time. Notice in writing shall be issued by the Company to the holders of the shares to be redeemed. Such notice shall specify the number of shares to be redeemed, the date fixed for redemption and the place at which the certificates for such shares are to be presented and upon such date each of the holders of the shares concerned shall be bound to deliver to the Company at such place the certificates for the shares to be redeemed.

GENERAL MEETINGS

 

6. In Regulation 59(b) of Part I of Table A the words “one Member” shall be substituted for the words “three Members”.

 

7. Subject to Section 141 of the Act, a resolution in writing signed by all the Members for the time being entitled to attend and vote on such resolution at a General Meeting (or being bodies corporate by their duly authorised representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a General Meeting of the Company duly convened and held, and if described as a Special Resolution shall be deemed to be a Special Resolution within the meaning of the Act. Any such resolution may consist of several documents in the like form each signed by one or more of such Members (or their duly authorised representatives).

 

8. In Regulation 70 of Part I of Table A the words “not less than 1 hour” shall be substituted for the words “not less than 48 hours” in the two places where they occur.

SINGLE-MEMBER COMPANY

 

9. If at any time the company has only one member, that is to say that all the issued shares of the company are registered in the name of a sole person (whether a natural person or a body corporate), it will be a single-member company within the meaning of the single-member company regulations. If and so long as the company is a single-member company, the following provisions will apply notwithstanding anything to the contrary in these Articles or Table A:

 

  9.1 Annual General Meeting: The sole member may decide to dispense with the holding of annual general meetings. Such decision will be effective for the year in which it is made and subsequent years, but nevertheless the sole member or the Auditors may require the holding of an annual general meeting in any such year in accordance with the procedures laid down in the Single-Member Company Regulations.

 

  9.2 Where a decision to dispense with the holding of annual general meetings is in force, the accounts and the directors’ and Auditors’ reports that would otherwise be laid before an annual general meeting shall be sent to the sole member as provided in the Single-Member Company Regulations, and the provisions of the Acts with regard to the annual return and the accounts which apply by reference to the date of the annual general meeting will be construed as provided in the Single-Member Company Regulations.

 

  9.3 Quorum at General Meetings: The sole member, present in person or by proxy, is a sufficient quorum at a general meeting.

 

  9.4 Resolutions of Shareholders: All matters requiring a resolution of the company in general meeting (except the removal of the Auditors from office) may be validly dealt with by a decision of the sole member. The sole member must provide the Company with a written record of any such decision or, if it is dealt with by a written resolution under regulation 6 of Part II of Table A, with a copy of that resolution, and the decision or resolution shall be recorded and retained by the company.

  9.5 Contracts with Sole Member: Where the company enters into a contract with the sole member which is not in the ordinary course of business and which is not in writing, and the sole member also represents the company in the transaction (whether as a director or otherwise), the directors shall ensure that the terms of the contract are forthwith set out in a written memorandum or are recorded in the minutes of the next directors’ meeting.

If and whenever the company becomes a single-member company or ceases to be a single-member company, it shall notify the Registrar of Companies as provided in the Single-Member Company Regulations.

DIRECTORS

 

10. Until otherwise determined by a General Meeting the number of Directors shall not be less than two. The First Directors will be the persons named in the Statement delivered to the Registrar of Companies in accordance with Section 3 of the Companies (Amendment) Act, 1982.

 

11. The Directors may on behalf of the Company pay a gratuity, annuity, pension, emolument, charitable aid or other allowance on retirement, including an allowance on death, to any Director or person or to the widow or dependants of any such Director or person in respect of services rendered by that Director or person to the Company as Managing Director, Assistant Managing Director or in any other executive office or employment under the Company or indirectly as a Managing Director, Assistant Managing Director, executive officer or employee of any subsidiary company of the Company or of its holding company, if any, notwithstanding that he may be or may have been a Director of the Company and by making payments towards insurances, trusts or funds for such purposes in respect of all such individuals and whether or not such rights in respect of gratuities, annuities, pensions, emoluments, or other allowances are contained in the terms of engagement of any such Director or person.

 

12. All Meetings of Directors and of Committees of Directors shall be held in the State unless a majority of the Directors otherwise determine in writing.

 

13. A Resolution in writing signed by all the Directors for the time being entitled to receive notice of a Meeting of the Directors shall be as valid and effective for all purposes as a resolution of the Directors as if it had been passed at a Meeting of the Directors duly convened and held and may consist of several documents in the like form each signed by one or more of the Directors. For the purpose of this Article, the signature of an alternate Director shall suffice in lieu of the signature of the Director appointing him.

 

14. 14.1

For the purpose of these Articles, the contemporaneous linking together by telephone or other means of audio communication of a number of Directors not less than the quorum shall be deemed to constitute a meeting of the Directors, and all the provisions in these Articles as to meetings of the Directors shall apply to such meetings.

 

  14.2 Each of the Directors taking part in the meeting must be able to hear each of the other Directors taking part.

  14.3 At the commencement of the meeting each Director must acknowledge his presence and that he accepts that the conversation shall be deemed to be a meeting of the Directors.

 

  14.4 A Director may not cease to take part in the meeting by disconnecting his telephone or other means of communication unless he has previously obtained the express consent of the chairman of the meeting, and a Director shall be conclusively presumed to have been present and to have formed part of the quorum at all times during the meeting unless he has previously obtained the express consent of the chairman of the meeting to leave the meeting as aforesaid.

 

  14.5 A minute of the proceedings at such meeting by telephone or other means of communication shall be sufficient evidence of such proceedings and of the observance of all necessary formalities if certified as a correct minute by the chairman of the meeting.

 

15. The Directors shall be entitled to receive notice of and to attend at any General Meeting of the Company and Regulation 136 of Part I of Table A shall be modified accordingly.

 

16. 16.1

Each Director shall have the power to nominate any other Director or any other person to act as alternate Director in his place, at any Meeting of the Directors at which he is unable to be present or during his inability to act as such Director and at his discretion to remove such alternate Director and on such appointment being made the alternate Director shall (except as regards the power to appoint an alternate and the requirement, if any, of a share qualification) be subject in all respects to the terms and conditions existing with reference to the other Directors of the Company.

 

  16.2 The appointee, whilst he holds office as an alternate Director, shall be entitled to receive notices of all meetings of the Directors and in the absence from meetings of the Director appointing him, shall be entitled to attend, speak and vote at meetings of the Directors, and, whilst he holds office as an alternate Director, shall exercise and discharge all the powers, rights, duties and authorities of the Director he represents, but shall look to such Director solely for his remuneration as alternate Director.

 

  16.3 Any Director of the Company who is appointed an alternate Director shall be entitled to an additional vote at a meeting of the Directors for each Director for whom he acts as alternate Director as distinct from the vote to which he is entitled in his own capacity as a Director of the Company, and shall also be considered as two or more Directors, as the case may be, for the purpose of making a quorum of Directors, provided always that not less then two individuals are present in person at the meeting.

 

  16.4 An alternate Director shall not be counted in reckoning the maximum number of Directors allowed by the Articles of Association for the time being.

 

  16.5 If a Director shall die or cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine, provided always that in the event of these Articles providing for the retirement of Directors by rotation or otherwise, if any Director so retires but is re-elected at the meeting at which such retirement took effect any appointment made by him pursuant to this Article which was in force immediately prior to his retirement shall continue to operate after his re-election as if he had not so retired.

 

  16.6 An alternate Director, in the absence from General Meetings of the Director appointing him, shall be entitled to attend at General Meetings of the Company.

 

  16.7 Any instrument appointing or removing an alternate Director shall be posted or delivered to the Secretary or the Registered Office of the Company or a Meeting of the Directors and shall not take effect unless and until so posted or delivered and all such instruments shall be retained by the Company.

 

17. The directors will not retire at the first annual general meeting or by rotation, or require to be re-elected in general meeting following appointment by the directors. Regulations 92 to 100 inclusive of Part I of Table A will be modified accordingly.

 

18. The office of a Director shall be vacated ipso facto if the Director:-

 

  18.1 is adjudged bankrupt in the State or in Northern Ireland, or in Great Britain, or makes any arrangement with his creditors generally; or

 

  18.2 is found to be a lunatic or becomes of unsound mind; or

 

  18.3 is for more than six months absent without permission of the Directors from meetings of the Directors held during that period and the Directors so determine; or

 

  18.4 resigns his office by notice in writing to the Company; or

 

  18.5 is convicted of an indictable offence other than an offence under the Road Traffic Acts 1961 and 1968 or any amending Act or Acts and the Directors so determine; or

 

  18.6 becomes restricted or disqualified to act as a Director pursuant to the provisions of the Companies Act, 1990.

BORROWING POWERS

 

19.

The Directors may from time to time at their discretion raise or borrow or secure the payment of any sum or sums of money for the purposes or the benefit of the Company or any other person upon such terms as to interest or otherwise as they may deem fit, and may for the purpose of securing the same and interest, or for any other purpose, create and issue any perpetual or redeemable debentures or debenture stock, bonds, securities or obligations of the Company at any time and in any form or manner and for any amount, and may raise or borrow or secure the payment of any sum or sums of money either by mortgage or charge upon the undertaking or the whole or any part of the property, present or future, or uncalled capital of the Company, and any debentures, debenture stock or other securities may be made assignable free from any equities between the

  Company and the person to whom the same may be issued; and any debentures, debenture stock and other securities may be issued at a premium or otherwise, and with any special privileges as to redemption, surrender, transfer, drawings, allotments of shares, attending and voting at General Meetings of the Company, appointment of Directors and otherwise.

NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
Epperly Limited   
1 Stokes Place,   
St. Stephen’s Green,   
Dublin 2.   
Limited Liability Company   
Iditarod Limited   
1 Stokes Place,   
St. Stephen’s Green,   
Dublin 2.   
Limited Liability Company   
Dated the 9th day of September, 1994   
WITNESS to the above signatures:-   

W.D. Gilmore,

1 Stokes Place,

St. Stephen’s Green,

Dublin 2.

   
Secretarial Assistant   

 

 EX-3.69 68 d772859dex369.htm EX-3.69 EX-3.69

Exhibit 3.69

 

   COMPANIES ACTS, 1963 to 2006   

LOGO

  

 

   
  

COMPANY LIMITED BY SHARES

 

   
  

 

   
  

 

MEMORANDUM OF ASSOCIATION

   
  

 

of

   
   ELAN REGULATORY HOLDINGS LIMITED   
  

 

(Amended by Special Resolution passed on the 18th  February 2008)

   
  

 

   

 

1. The name of the Company is Elan Regulatory Holdings Limited.

 

2. The objects for which the Company is established are:

 

  2.1. To carry on all or any of the businesses of manufacturers, buyers, sellers and distributing agents of and dealers in all kinds of patent, pharmaceutical, medicinal, and medicated preparations, patent medicines, drugs, herbs, perfumes, creams, unguents, hairdressing washes, pomades, dyes, cosmetics, skin preparations, soaps, oils, oleaginous and vaporaceous substances, beauty specialities, preparations and accessories of every description, and of and in pharmaceutical, medicinal, proprietary and industrial preparations, compounds, and articles of all kinds, chemists, druggists, and chemical manufacturers, merchants and dealers; and to manufacture, make up, prepare, buy, sell and deal in all articles, substances, and things commonly or conveniently used in or for making up, preparing, or packing any of the products in which the Company or any other body corporate, being the Company’s Subsidiary or Holding Company or a Subsidiary of the Company’s Holding Company is authorised to deal or which may be required by customers of or persons having dealings with the Company or any other body corporate, being the Company’s Subsidiary or Holding Company or a Subsidiary of the Company’s Holding Company.

 

  2.2. To establish, maintain and operate laboratories and shops for the purpose of carrying on chemical, physical and other research in medicine, chemistry, pharmacy, dentistry, industry or other unrelated or related fields

 

  2.3. To carry on any other business, except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

 

  2.4. To invest any monies of the Company in such investments and in such manner as may from time to time be determined, and to hold, sell or deal with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

 

  2.5. To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in, or securities of any other company having objects altogether or in part similar to those of this Company or carrying on any business capable of being carried on so as, directly or indirectly, to benefit this Company.

  2.6. To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences, and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

 

  2.7. To acquire and undertake the whole or any part of the business, property, goodwill and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on, or which can be conveniently carried on in connection with the same, or may seem calculated directly or indirectly to benefit the Company.

 

  2.8. To employ the funds of the Company in the development and expansion of the business of the Company and all or any of its subsidiary or associated companies and in any other company whether now existing or hereafter to be formed and engaged in any like business of the Company or any of its subsidiary or associated companies or of any other industry ancillary thereto or which can conveniently be carried on in connection therewith.

 

  2.9. To lend money to such persons or companies either with or without security and upon such terms as may seem expedient.

 

  2.10. To borrow or otherwise raise money or carry out any other means of financing, whether or not by the issue of stock or other securities, and to enter into or issue interest and currency hedging and swap agreements, forward rate agreements, interest and currency futures or options and other forms of financial instruments, and to purchase, redeem or pay off any of the foregoing.

 

  2.11. To secure the payment of money or other performance of financial obligations in such manner as the Company shall think fit, whether or not by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company’s property, present or future, including its uncalled capital.

 

  2.12. To adopt such means of making known the Company and its products and services as may seem expedient.

 

  2.13. To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the property, undertaking, rights or assets of the Company and for such consideration as the Company might think fit. Generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

 

  2.14. To acquire and carry on any business carried on by a subsidiary or a holding Company of the Company or another subsidiary of a holding company of the Company.

 

  2.15. To provide services of any kind including the carrying on of advisory, consultancy, brokerage and agency business of any kind.

 

  2.16. To guarantee, grant indemnities in respect of, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the contracts or obligations of and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of any person, firm or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by section 155 of the Companies Act, 1963, or another subsidiary as defined by the said section of the Company’s holding company or otherwise associated with the Company in business notwithstanding the fact that the Company may not receive any consideration, advantage or benefit, direct or indirect from entering into such guarantee or other arrangement or transaction contemplated herein.

 

  2.17. To amalgamate with any other company.

 

  2.18. To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, trade marks, technology and know-how and the like conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.

 

2

  2.19. To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture or otherwise with any person or company or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

 

  2.20. To grant pensions or gratuities (to include death benefits) to any officers or employees or ex-officers or ex-employees of the Company, or its predecessors in business or the relations, families or dependants of any such persons, and to establish or support any non-contributory or contributory pension or superannuation funds, any associations, institutions, clubs, buildings and housing schemes, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interests of the Company or of its members.

 

  2.21. To promote any company or companies for the purpose of acquiring all or any of the property and liabilities of this Company or for any other purpose which may seem directly or indirectly calculated to benefit this Company.

 

  2.22. To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company’s capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.

 

  2.23. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, letters of credit and other negotiable or transferable instruments.

 

  2.24. To undertake and execute any trusts the undertaking whereof may seem desirable, whether gratuitously or otherwise.

 

  2.25. To procure the Company to be registered or recognised in any country or place.

 

  2.26. To promote freedom of contract and to counteract and discourage interference therewith, to join any trade or business federation, union or association, with a view to promoting the Company’s business and safeguarding the same.

 

  2.27. To do all or any of the above things in any part of the world as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others.

 

  2.28. To distribute any of the property of the Company in specie among the members.

 

  2.29. To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.

NOTE A: The objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be in no wise limited or restricted by reference to, or inference from, the terms of any other paragraph.

NOTE B: It is hereby declared that the word “company” in this clause (except where it refers to this Company) will be deemed to include any partnership or other body of persons, whether or not incorporated and whether formed in Ireland or elsewhere.

 

3. The liability of the members is limited.

 

4. The share capital of the Company is $1,000,000 divided into 1,000,000 ordinary shares of $1.00 each.

 

3

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the Company set opposite our respective names.

 

Names, Addresses and Descriptions

of Subscribers

    Number of shares
   taken by each
   Subscriber

William F. Daniel

 

   
For and on behalf of   
Elan Pharma International Limited    100 shares

Monksland, Athlone, Co. Westmeath, Ireland.

   

Limited Company

   
Total Number of Shares Taken: 100   

Dated 13th February 2008

Witness to the above signatures:

Niall Kavanagh

 

4

COMPANIES ACTS, 1963 to 2006

 

 

COMPANY LIMITED BY SHARES

 

 

ARTICLES OF ASSOCIATION

of

ELAN REGULATORY HOLDINGS LIMITED

 

 

PRELIMINARY

 

1. Table A: The regulations in Part II of Table A in the First Schedule to the Act (as amended by the Acts) will apply to the company subject to the alterations herein contained and will, so far as not inconsistent with these presents, bind the company and the shareholders.

 

2. Definitions: In these articles, unless the context otherwise requires:

the 1983 Act means the Companies (Amendment) Act, 1983;

the 1990 Act means the Companies Act, 1990;

the Acts means the Companies Acts, 1963 to 2006;

the Auditors means the auditors or auditor for the time being of the company;

Ireland means Ireland excluding Northern Ireland and all references in Table A to “the State” will be construed as meaning references to Ireland;

the Single-Member Company Regulations means the European Communities (Single-Member Private Limited Companies) Regulations, 1994; and

Table A means Table A in the First Schedule to the Act.

 

3. Interpretation:

 

  3.1. All references in Table A to the Companies Acts, 1963 to 2006 will be construed as references to the Acts.

 

  3.2. Unless the contrary is clearly stated, reference to any section of any of the Acts is to such section as same may be amended, extended or re-enacted (whether before or after the date hereof) from time to time.

 

  3.3. Reference to any legislation or document includes that legislation or document as amended or supplemented from time to time.

 

5

  3.4. Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine, and words importing persons include corporations.

 

  3.5. Headings are inserted for convenience only and do not affect the construction of these articles.

SHARE CAPITAL

 

4. Capital Structure: The capital of the company is $1,000,000 divided into 1,000,000 ordinary shares of $1.00 each.

 

5. Directors’ Authority to Allot Shares: The directors are generally and unconditionally authorised to exercise all powers of the company to allot relevant securities (as defined for the purposes of section 20 of the 1983 Act) up to an amount equal to the authorised but unissued share capital of the company as at the date of incorporation of the company, and such authority will expire five years from that date save that the company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired. Section 23(1) of the 1983 Act is hereby excluded in its application in relation to all allotments by the company of equity securities as defined for the purposes of that section.

 

6. Purchase of Own Shares: Subject to and in accordance with the provisions of the Acts, the company may purchase its own shares (including any redeemable shares).

 

7. Financial Assistance: The company may give any form of financial assistance which is permitted by the Acts for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the company or in the company’s holding company and regulation 10 of Part I of Table A will be modified accordingly.

TRANSFER OF SHARES

 

8. The instrument of transfer of a fully paid up share need not be signed by or on behalf of the transferee and regulation 22 of Part I of Table A will be modified accordingly.

GENERAL MEETINGS

 

9. General Meetings outside Ireland: The first annual general meeting of the company may be held in or outside Ireland. Subsequent annual general meetings shall be held in Ireland unless in respect of any particular meeting either all the members entitled to attend and vote at such meeting consent in writing to its being held elsewhere or a resolution providing that it be held elsewhere has been passed at the preceding annual general meeting. Extraordinary general meetings may be held in or outside Ireland. Regulation 47 of Part I of Table A will not apply and regulation 50 will be construed as if the words “within the State” were deleted therefrom.

 

10. Auditors’ Requisition: An extraordinary general meeting shall be convened upon the requisition of the Auditors under the circumstances described in section 186 of the 1990 Act, as well as upon the requisition described in regulation 50 of Part I of Table A.

PROCEEDINGS AT GENERAL MEETINGS

 

11. Proxies: In regulation 70 of Part I of Table A the words “not less than 48 hours before the time for holding” and “not less than 48 hours before the time appointed for” will be deleted and there shall be substituted therefor the words “before the commencement of” on both occasions.

 

12. Poll: A poll may be demanded at any general meeting by any member present in person or by proxy who is entitled to vote thereat and regulation 59 of Part I of Table A will be modified accordingly.

VOTES OF MEMBERS

 

13. For so long as:

 

  13.1. the company holds shares as treasury shares; or

 

6

  13.2. any subsidiary of the company holds shares in the company

the company or the subsidiary as the case may be shall not exercise any voting rights in respect of the shares and regulations 63 to 73 of Part I of Table A will be modified accordingly.

RESOLUTIONS IN WRITING BY MEMBERS

 

14. A resolution in writing made pursuant to regulation 6 of Part II of Table A may consist of one document or two or more documents to the same effect each signed by one or more members.

SINGLE-MEMBER COMPANY

 

15. If at any time the company has only one member, that is to say that all the issued shares of the company are registered in the name of a sole person (whether a natural person or a body corporate), it will be a single-member company within the meaning of the single-member company regulations. If and so long as the company is a single-member company, the following provisions will apply notwithstanding anything to the contrary in these Articles or Table A:

 

  15.1. Annual General Meetings: The sole member may decide to dispense with the holding of annual general meetings. Such decision will be effective for the year in which it is made and subsequent years, but nevertheless the sole member or the Auditors may require the holding of an annual general meeting in any such year in accordance with the procedure laid down in the Single-Member Company Regulations.

 

  15.2. Where a decision to dispense with the holding of annual general meetings is in force, the accounts and the directors’ and Auditors’ reports that would otherwise be laid before an annual general meeting shall be sent to the sole member as provided in the Single-Member Company Regulations, and the provisions of the Acts with regard to the annual return and the accounts which apply by reference to the date of the annual general meeting will be construed as provided in the Single-Member Company Regulations.

 

  15.3. Quorum at General Meetings: The sole member, present in person or by proxy, is a sufficient quorum at a general meeting.

 

  15.4. Resolutions of Shareholders: All matters requiring a resolution of the company in general meeting (except the removal of the Auditors from office) may be validly dealt with by a decision of the sole member. The sole member must provide the Company with a written record of any such decision or, if it is dealt with by a written resolution under regulation 6 of Part II of Table A, with a copy of that resolution, and the decision or resolution shall be recorded and retained by the company.

 

  15.5. Contracts with Sole Member: Where the company enters into a contract with the sole member which is not in the ordinary course of business and which is not in writing, and the sole member also represents the company in the transaction (whether as a director or otherwise), the directors shall ensure that the terms of the contract are forthwith set out in a written memorandum or are recorded in the minutes of the next directors’ meeting.

 

16. If and whenever the company becomes a single-member company or ceases to be a single-member company, it shall notify the Registrar of Companies as provided in the Single-Member Company Regulations.

DIRECTORS

 

17. Number of Directors: The company will have not less than two directors. Regulation 75 of Part I of Table A will not apply.

 

18. No Share Qualification: A director or alternate director will not be required to hold any shares in the company by way of qualification, and regulation 77 of Part I of Table A will not apply.

 

19. Directors’ Right to Attend Meetings: A director who is not a member of the company will nevertheless be entitled to receive notice of, attend and speak at any general meeting or separate meeting of the holders of any class of shares, and regulation 136 of Part I of Table A will be modified accordingly.

 

7

POWERS AND DUTIES OF DIRECTORS

 

20. Powers to Borrow and Grant Security: The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and, subject to section 20 of the 1983 Act, to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the company or of any third party. Regulation 79 of Part I of Table A will not apply.

 

21. Interests in Contracts: The obligations of a director to disclose the nature of his interest in any contract or proposed contract with the company will apply equally to any shadow director who shall declare his interest in the manner prescribed by section 27(3) of the 1990 Act.

 

22. Directors’ Contracts: No contract will be entered into by the company for the employment of, or the provision of services by, a director or a director of a holding company of the company containing a term to which section 28 of the 1990 Act applies without obtaining the approval provided for in that section, and regulation 85 of Part I of Table A will be modified accordingly.

DISQUALIFICATION OF DIRECTORS

 

23. The office of director will be ipso facto vacated if the director:

 

  23.1. becomes prohibited from being a director of the company by reason of any declaration or order made under section 150 or 160 of the 1990 Act; or

 

  23.2. is removed from office by notice in writing served upon him signed by all his co-directors

as well as under the circumstances described in regulation 91 of Part I of Table A.

ROTATION AND RE-ELECTION

 

24. The directors will not retire at the first annual general meeting or by rotation, or require to be re-elected in general meeting following appointment by the directors. Regulations 92 to 100 inclusive of Part I of Table A will be modified accordingly.

PROCEEDINGS OF DIRECTORS

 

25. Committees of Directors: The meetings and proceedings of any committee formed by the directors will be governed by the provisions of these articles regulating the meetings and proceedings of directors so far as the same are applicable and are not superseded by any regulations imposed on such committee by the directors.

 

26. Alternate Directors:

 

  26.1. Any director may from time to time appoint any person to be his alternate. The alternate will be entitled to attend and vote at any meeting of the directors at which the appointer is not personally present and, in the absence of the appointer, to exercise all the powers, rights, duties and authorities of the appointer as a director (other than the right to appoint an alternate hereunder), but will not be entitled to be remunerated otherwise than out of the fees of the appointer. Any appointment under this Article shall be effected by notice in writing given by the appointer to the Secretary. Any appointment so made may be revoked at any time by the appointer by notice in writing given by the appointer to the Secretary, and an alternate’s appointment will ipso facto come to an end if for any reason the appointer ceases to be a director.

 

  26.2. An alternate may exercise all the powers, rights, duties and authorities of the director appointing him (other than the right to appoint an alternate hereunder).

 

  26.3. A person may act as an alternate for more than one director and while he is so acting will be entitled to a separate vote for each director he is representing and, if he is himself a director, his vote or votes as an alternate will be in addition to his own vote. An alternate will be counted for the purpose of reckoning whether a quorum is present at any meeting attended by him at which he is entitled to vote, but where he is himself a director or is the alternate of more than one director he will only be counted once for such purpose.

 

  26.4. Regulation 9 of Part II of Table A will not apply.

 

8

27. Resolutions of Directors and Committees at Electronic Board Meetings:

 

  27.1. All or any of the directors, or of the members of a Committee, can take part in a meeting of the directors, or of a Committee as the case may be, by the use of conference telephone, videoconferencing or other telecommunications equipment designed to allow all persons participating to hear each other speak (an Electronic Meeting).

 

  27.2. A person taking part in this way will be counted as being present at the meeting, and an Electronic Meeting will be considered to be a meeting of directors, or of a Committee as the case may be, for the purpose of passing resolutions but not for doing any other act or thing which, under specific requirements of the Acts, must be done at a meeting of directors.

 

  27.3. The provisions of these regulations, in so far as they relate to the summoning of meetings of directors or of Committees, the appointment and powers of a chairman, the transaction of business, alternates, quorum, voting, adjournment and the keeping of minutes, will apply to an Electronic Meeting as if it were a meeting of directors, or of a Committee as the case may be, at which all those taking part were in the physical presence of each other.

 

28. Resolutions in Writing: A resolution in writing signed by each director (or his alternate) will be as valid as if it had been passed at a meeting of the directors duly convened and held. A resolution in writing signed by each member of a Committee (or, in the case of a director, his alternate) will be as valid as if it had been passed at a meeting of that Committee duly convened and held. Such a resolution may consist of one document or two or more documents to the same effect each signed by one or more of the signatories.

EXECUTIVE DIRECTORS

 

29. The directors may from time to time appoint one or more of themselves to be managing director or any other category of executive director for such period and on such terms as to remuneration or otherwise as they think fit, and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. Regulations 110 and 111 of Part I of Table A will not apply and regulation 112 will apply to all executive directors as it applies to a managing director.

THE SEAL

 

30. An alternate who is not also a director will be entitled to sign or countersign an instrument to which the seal is affixed as if he were the director who appointed him, and regulation 115 of Part I of Table A will be modified accordingly.

ACCOUNTS

 

31. The company will comply with the provisions of the acts and all other relevant legislation with regard to accounts, and regulations 125 to 129 of Part I of Table A will be modified accordingly.

CAPITALISATION OF PROFITS

 

32. The reference in regulation 130 to section 64 of the Act will be construed as a reference to section 207 of the 1990 Act.

AUDITORS

 

33. The Auditors will be appointed and removed and their rights and duties regulated in accordance with the Acts. The Auditors will be entitled to attend any general meeting and to receive all notices of, and other communications relating to, any general meeting which any member is entitled to receive, and to be heard on any part of the business which concerns them as auditors. Regulation 132 of Part I of Table A will not apply.

 

9

NOTICES

 

34. A notice to be given by the company to any person entitled to receive it (the Addressee) shall be in writing and may be given to the Addressee personally, delivered or posted (properly addressed and prepaid) to his registered address or transmitted by telecopier to any telecopier number which the Addressee may have furnished to the company for the purpose. A notice given in a manner referred to in this Article will be deemed to given as follows:

 

  34.1. if given to the Addressee personally or delivered, when so given or delivered;

 

  34.2. if posted, in the case of the notice of a meeting, 24 hours after posting or, in any other case, at the time at which the letter would be delivered in the ordinary course of post; or

 

  34.3. if transmitted by telecopier, when so transmitted provided the correct code or telecopier number is received on the transmission report.

 

     Regulation 133 of Table A will not apply.

INDEMNITY

 

35. Subject to the Acts, every director, managing director, agent, auditor, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in relation to his acts while acting in such office, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 391 of the Act in which relief is granted to him by the court. Regulation 138 of Part I of Table A will not apply.

 

10

Names, Addresses and Descriptions of Subscribers

 

William F. Daniel
 

For and on behalf of

Elan Pharma International Limited

Monksland, Athlone, Co. Westmeath, Ireland.
Limited Company

 

Dated 13th February 2008
Witness to the above signatures:
Niall Kavanagh

 

 

11

EX-3.70 69 d772859dex370.htm EX-3.70 EX-3.70

Exhibit 3.70

 

   COMPANIES ACTS, 1963 to 2009   
  

 

    485111
   COMPANY LIMITED BY SHARES    LOGO
  

 

   
   MEMORANDUM OF ASSOCIATION   
   of   
   ELAN SCIENCE FIVE LIMITED   
  

 

   

 

1. The name of the Company is Elan Science Five Limited.

 

2. The objects for which the Company is established are:

 

  2.1. To carry on all or any of the business of manufacturers, exporters and importers, buyers, sellers, marketers and distributing agents of and dealers in all kinds of patent, pharmaceutical, medicinal and medicated products, articles and substances.

 

LOGO

  2.2. To carry on any other business, except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

 

  2.3. To invest any monies of the Company in such investments and in such manner as may from time to time be determined, and to hold, sell or deal with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

 

  2.4. To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in, or securities of any other company having objects altogether or in part similar to those of this Company or carrying on any business capable of being carried on so as, directly or indirectly, to benefit this Company.

 

  2.5. To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences, and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

 

  2.6. To acquire and undertake the whole or any part of the business, property, goodwill and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on, or which can be conveniently carried on in connection with the same, or may seem calculated directly or indirectly to benefit the Company.

 

  2.7. To employ the funds of the Company in the development and expansion of the business of the Company and all or any of its subsidiary or associated companies and in any other company whether now existing or hereafter to be formed and engaged in any like business of the Company or any of its subsidiary or associated companies or of any other industry ancillary thereto or which can conveniently be carried on in connection therewith.

 

  2.8. To lend money to such persons or companies either with or without security and upon such terms as may seem expedient.

  2.9. To borrow or otherwise raise money or carry out any other means of financing, whether or not by the issue of stock or other securities, and to enter into or issue interest and currency hedging and swap agreements, forward rate agreements, interest and currency futures or options and other forms of financial instruments, and to purchase, redeem or pay off any of the foregoing.

 

  2.10. To secure the payment of money or other performance of financial obligations in such manner as the Company shall think fit, whether or not by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company’s property, present or future, including its uncalled capital.

 

  2.11. To adopt such means of making known the Company and its products and services as may seem expedient.

 

  2.12. To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the property, undertaking, rights or assets of the Company and for such consideration as the Company might think fit. Generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

 

  2.13. To acquire and carry on any business carried on by a subsidiary or a holding Company of the Company or another subsidiary of a holding company of the Company.

 

  2.14. To provide services of any kind including the carrying on of advisory, consultancy, brokerage and agency business of any kind.

 

  2.15. To guarantee, grant indemnities in respect of, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the contracts or obligations of and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of any person, firm or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by section 155 of the Companies Act, 1963, or another subsidiary as defined by the said section of the Company’s holding company or otherwise associated with the Company in business notwithstanding the fact that the Company may not receive any consideration, advantage or benefit, direct or indirect from entering into such guarantee or other arrangement or transaction contemplated herein.

  2.16. To amalgamate with any other company.

 

  2.17. To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, trade marks, technology and know-how and the like conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.

 

  2.18. To enter into partnership or into any arrangement for sharing profits, union of interests, cooperation, joint venture or otherwise with any person or company or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

 

  2.19. To grant pensions or gratuities (to include death benefits) to any officers or employees or ex-officers or ex-employees of the Company, or its predecessors in business or the relations, families or dependants of any such persons, and to establish or support any non-contributory or contributory pension or superannuation funds, any associations, institutions, clubs, buildings and housing schemes, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interests of the Company or of its members.

 

  2.20. To promote any company or companies for the purpose of acquiring all or any of the property and liabilities of this Company or for any other purpose which may seem directly or indirectly calculated to benefit this Company.

 

  2.21. To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company’s capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.

 

  2.22. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, letters of credit and other negotiable or transferable instruments.

 

  2.23. To undertake and execute any trusts the undertaking whereof may seem desirable, whether gratuitously or otherwise.

  2.24. To procure the Company to be registered or recognised in any country or place.

 

  2.25. To promote freedom of contract and to counteract and discourage interference therewith, to join any trade or business federation, union or association, with a view to promoting the Company’s business and safeguarding the same.

 

  2.26. To do all or any of the above things in any part of the world as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others.

 

  2.27. To distribute any of the property of the Company in specie among the members.

 

  2.28. To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.

NOTE A: The objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be in no way limited or restricted by reference to, or inference from, the terms of any other paragraph.

NOTE B: It is hereby declared that the word “company” in this clause (except where it refers to this Company) will be deemed to include any partnership or other body of persons, whether or not incorporated and whether formed in Ireland or elsewhere.

 

3. The liability of the members is limited.

 

4. The share capital of the Company is US$1,000,000 divided into 1,000,000 ordinary shares of US$1.00 each.

We, the corporate body whose name and address is subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the Company set opposite our respective names.

 

Name, Address and Description    Number of shares
of the Subscriber    taken by the
   Subscriber
LOGO    One hundred

 

For and on behalf of

   
Elan Pharma International Limited    100
Monksland, Athlone, Co. Westmeath, Ireland.    Ordinary Shares of
   US$1.00 each
Limited Company   
Total Number of Shares Taken: 100   
Dated 26 May 2010   
LOGO   

 

Witness to the above signature

 

Name:    Neil McLoughlin

 

Address: Treasury Building

 Lower Grand Canal St.

 Dublin 2

   

COMPANIES ACTS, 1963 to 2009

 

 

COMPANY LIMITED BY SHARES

 

 

ARTICLES OF ASSOCIATION

of

ELAN SCIENCE FIVE LIMITED

 

 

PRELIMINARY

 

1. Table A: The regulations in Part II of Table A in the First Schedule to the Act (as amended by the Acts) will apply to the company subject to the alterations herein contained and will, so far as not inconsistent with these presents, bind the company and the shareholders.

 

2. Definitions: In these articles, unless the context otherwise requires:

the 1983 Act means the Companies (Amendment) Act, 1983;

the 1990 Act means the Companies Act, 1990;

the Acts means the Companies Acts, 1963 to 2009;

the Auditors means the auditors or auditor for the time being of the company;

Ireland means Ireland excluding Northern Ireland and all references in Table A to “the State” will be construed as meaning references to Ireland;

the Single-Member Company Regulations means the European Communities (Single-Member Private Limited Companies) Regulations, 1994; and

Table A means Table A in the First Schedule to the Act.

 

3. Interpretation:

 

  3.1. All references in Table A to the Companies Acts, 1963 to 2009 will be construed as references to the Acts.

 

  3.2. Unless the contrary is clearly stated, reference to any section of any of the Acts is to such section as same may be amended, extended or re-enacted (whether before or after the date hereof) from time to time.

 

  3.3. Reference to any legislation or document includes that legislation or document as amended or supplemented from time to time.

  3.4. Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine, and words importing persons include corporations.

 

  3.5. Headings are inserted for convenience only and do not affect the construction of these articles.

SHARE CAPITAL

 

4. Capital Structure: The share capital of the company is US$1,000,000 divided into 1,000,000 ordinary shares of US$1.00 each.

 

5. Directors’ Authority to Allot Shares: The directors are generally and unconditionally authorised to exercise all powers of the company to allot relevant securities (as defined for the purposes of section 20 of the 1983 Act) up to an amount equal to the authorised but unissued share capital of the company as at the date of incorporation of the company, and such authority will expire five years from that date save that the company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired. Section 23(1) of the 1983 Act is hereby excluded in its application in relation to all allotments by the company of equity securities as defined for the purposes of that section.

 

6. Purchase of Own Shares: Subject to and in accordance with the provisions of the Acts, the company may purchase its own shares (including any redeemable shares).

 

7. Financial Assistance: The company may give any form of financial assistance which is permitted by the Acts for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the company or in the company’s holding company and regulation 10 of Part I of Table A will be modified accordingly.

TRANSFER OF SHARES

 

8. The instrument of transfer of a fully paid up share need not be signed by or on behalf of the transferee and regulation 22 of Part I of Table A will be modified accordingly.

GENERAL MEETINGS

 

9. General Meetings outside Ireland: The first annual general meeting of the company may be held in or outside Ireland. Subsequent annual general meetings shall be held in Ireland unless in respect of any particular meeting either all the members entitled to attend and vote at such meeting consent in writing to its being held elsewhere or a resolution providing that it be held elsewhere has been passed at the preceding annual general meeting. Extraordinary general meetings may be held in or outside Ireland. Regulation 47 of Part I of Table A will not apply and regulation 50 will be construed as if the words “within the State” were deleted therefrom.

 

10. Auditors’ Requisition: An extraordinary general meeting shall be convened upon the requisition of the Auditors under the circumstances described in section 186 of the 1990 Act, as well as upon the requisition described in regulation 50 of Part I of Table A.

PROCEEDINGS AT GENERAL MEETINGS

 

11. Proxies: In regulation 70 of Part I of Table A the words “not less than 48 hours before the time for holding” and “not less than 48 hours before the time appointed for” will be deleted and there shall be substituted therefore the words “before the commencement of” on both occasions.

 

12. Poll: A poll may be demanded at any general meeting by any member present in person or by proxy who is entitled to vote thereat and regulation 59 of Part I of Table A will be modified accordingly.

VOTES OF MEMBERS

 

13. For so long as:

 

  13.1. the company holds shares as treasury shares; or

  13.2. any subsidiary of the company holds shares in the company

the company or the subsidiary as the case may be shall not exercise any voting rights in respect of the shares and regulations 63 to 73 of Part I of Table A will be modified accordingly.

RESOLUTIONS IN WRITING BY MEMBERS

 

14. A resolution in writing made pursuant to regulation 6 of Part II of Table A may consist of one document or two or more documents to the same effect each signed by one or more members.

SINGLE-MEMBER COMPANY

 

15. If at any time the company has only one member, that is to say that all the issued shares of the company are registered in the name of a sole person (whether a natural person or a body corporate), it will be a single-member company within the meaning of the single-member company regulations. If and so long as the company is a single-member company, the following provisions will apply notwithstanding anything to the contrary in these Articles or Table A:

 

  15.1. Annual General Meetings: The sole member may decide to dispense with the holding of annual general meetings. Such decision will be effective for the year in which it is made and subsequent years, but nevertheless the sole member or the Auditors may require the holding of an annual general meeting in any such year in accordance with the procedure laid down in the Single-Member Company Regulations.

 

  15.2. Where a decision to dispense with the holding of annual general meetings is in force, the accounts and the directors’ and Auditors’ reports that would otherwise be laid before an annual general meeting shall be sent to the sole member as provided in the Single-Member Company Regulations, and the provisions of the Acts with regard to the annual return and the accounts which apply by reference to the date of the annual general meeting will be construed as provided in the Single-Member Company Regulations.

 

  15.3. Quorum at General Meetings: The sole member, present in person or by proxy, is a sufficient quorum at a general meeting.

 

  15.4. Resolutions of Shareholders: All matters requiring a resolution of the company in general meeting (except the removal of the Auditors from office) may be validly dealt with by a decision of the sole member. The sole member must provide the Company with a written record of any such decision or, if it is dealt with by a written resolution under regulation 6 of Part II of Table A, with a copy of that resolution, and the decision or resolution shall be recorded and retained by the company.

 

  15.5. Contracts with Sole Member: Where the company enters into a contract with the sole member which is not in the ordinary course of business and which is not in writing, and the sole member also represents the company in the transaction (whether as a director or otherwise), the directors shall ensure that the terms of the contract are forthwith set out in a written memorandum or are recorded in the minutes of the next directors’ meeting.

 

16. If and whenever the company becomes a single-member company or ceases to be a single-member company, it shall notify the Registrar of Companies as provided in the Single-Member Company Regulations.

DIRECTORS

 

17. Number of Directors: The company will have not less than two directors. Regulation 75 of Part I of Table A will not apply.

 

18. No Share Qualification: A director or alternate director will not be required to hold any shares in the company by way of qualification, and regulation 77 of Part I of Table A will not apply.

 

19. Directors’ Right to Attend Meetings: A director who is not a member of the company will nevertheless be entitled to receive notice of, attend and speak at any general meeting or separate meeting of the holders of any class of shares, and regulation 136 of Part I of Table A will be modified accordingly.

POWERS AND DUTIES OF DIRECTORS

 

20. Powers to Borrow and Grant Security: The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and, subject to section 20 of the 1983 Act, to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the company or of any third party. Regulation 79 of Part I of Table A will not apply.

 

21. Interests in Contracts: The obligations of a director to disclose the nature of his interest in any contract or proposed contract with the company will apply equally to any shadow director who shall declare his interest in the manner prescribed by section 27(3) of the 1990 Act.

 

22. Directors’ Contracts: No contract will be entered into by the company for the employment of, or the provision of services by, a director or a director of a holding company of the company containing a term to which section 28 of the 1990 Act applies without obtaining the approval provided for in that section, and regulation 85 of Part I of Table A will be modified accordingly.

DISQUALIFICATION OF DIRECTORS

 

23. The office of director will be ipso facto vacated if the director:

 

  23.1. becomes prohibited from being a director of the company by reason of any declaration or order made under section 150 or 160 of the 1990 Act; or
  23.2. is removed from office by notice in writing served upon him signed by all his co-directors

 

     as well as under the circumstances described in regulation 91 of Part I of Table A.

ROTATION AND RE-ELECTION

 

24. The directors will not retire at the first annual general meeting or by rotation, or require to be re-elected in general meeting following appointment by the directors. Regulations 92 to 100 inclusive of Part I of Table A will be modified accordingly.

PROCEEDINGS OF DIRECTORS

 

25. Committees of Directors: The meetings and proceedings of any committee formed by the directors will be governed by the provisions of these articles regulating the meetings and proceedings of directors so far as the same are applicable and are not superseded by any regulations imposed on such committee by the directors.

 

26. Alternate Directors:

 

  26.1. Any director may from time to time appoint any person to be his alternate. The alternate will be entitled to attend and vote at any meeting of the directors at which the appointer is not personally present and, in the absence of the appointer, to exercise all the powers, rights, duties and authorities of the appointer as a director (other than the right to appoint an alternate hereunder), but will not be entitled to be remunerated otherwise than out of the fees of the appointer. Any appointment under this Article shall be effected by notice in writing given by the appointer to the Secretary. Any appointment so made may be revoked at any time by the appointer by notice in writing given by the appointer to the Secretary, and an alternate’s appointment will ipso facto come to an end if for any reason the appointer ceases to be a director.

 

  26.2. An alternate may exercise all the powers, rights, duties and authorities of the director appointing him (other than the right to appoint an alternate hereunder).

 

  26.3. A person may act as an alternate for more than one director and while he is so acting will be entitled to a separate vote for each director he is representing and, if he is himself a director, his vote or votes as an alternate will be in addition to his own vote. An alternate will be counted for the purpose of reckoning whether a quorum is present at any meeting attended by him at which he is entitled to vote, but where he is himself a director or is the alternate of more than one director he will only be counted once for such purpose.

  26.4. Regulation 9 of Part II of Table A will not apply.

 

27. Resolutions of Directors and Committees at Electronic Board Meetings:

 

  27.1. All or any of the directors, or of the members of a Committee, can take part in a meeting of the directors, or of a Committee as the case may be, by the use of conference telephone, videoconferencing or other telecommunications equipment designed to allow all persons participating to hear each other speak (an Electronic Meeting).

 

  27.2. A person taking part in this way will be counted as being present at the meeting, and an Electronic Meeting will be considered to be a meeting of directors, or of a Committee as the case may be, for the purpose of passing resolutions but not for doing any other act or thing which, under specific requirements of the Acts, must be done at a meeting of directors.

 

  27.3. The provisions of these regulations, in so far as they relate to the summoning of meetings of directors or of Committees, the appointment and powers of a chairman, the transaction of business, alternates, quorum, voting, adjournment and the keeping of minutes, will apply to an Electronic Meeting as if it were a meeting of directors, or of a Committee as the case may be, at which all those taking part were in the physical presence of each other.

 

28. Resolutions in Writing: A resolution in writing signed by each director (or his alternate) will be as valid as if it had been passed at a meeting of the directors duly convened and held. A resolution in writing signed by each member of a Committee (or, in the case of a director, his alternate) will be as valid as if it had been passed at a meeting of that Committee duly convened and held. Such a resolution may consist of one document or two or more documents to the same effect each signed by one or more of the signatories.

EXECUTIVE DIRECTORS

 

29. The directors may from time to time appoint one or more of themselves to be managing director or any other category of executive director for such period and on such terms as to remuneration or otherwise as they think fit, and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. Regulations 110 and 111 of Part I of Table A will not apply and regulation 112 will apply to all executive directors as it applies to a managing director.

THE SEAL

 

30. An alternate who is not also a director will be entitled to sign or countersign an instrument to which the seal is affixed as if he were the director who appointed him, and regulation 115 of Part I of Table A will be modified accordingly.

ACCOUNTS

 

31. The company will comply with the provisions of the acts and all other relevant legislation with regard to accounts, and regulations 125 to 129 of Part I of Table A will be modified accordingly.

CAPITALISATION OF PROFITS

 

32. The reference in regulation 130 to section 64 of the Act will be construed as a reference to section 207 of the 1990 Act.

AUDITORS

 

33. The Auditors will be appointed and removed and their rights and duties regulated in accordance with the Acts. The Auditors will be entitled to attend any general meeting and to receive all notices of, and other communications relating to, any general meeting which any member is entitled to receive, and to be heard on any part of the business which concerns them as auditors. Regulation 132 of Part I of Table A will not apply.

NOTICES

 

34. A notice to be given by the company to any person entitled to receive it (the Addressee) shall be in writing and may be given to the Addressee personally, delivered or posted (properly addressed and prepaid) to his registered address or transmitted by telecopier to any telecopier number which the Addressee may have furnished to the company for the purpose. A notice given in a manner referred to in this Article will be deemed to given as follows:

 

  34.1. if given to the Addressee personally or delivered, when so given or delivered;

 

  34.2. if posted, in the case of the notice of a meeting, 24 hours after posting or, in any other case, at the time at which the letter would be delivered in the ordinary course of post; or

 

  34.3. if transmitted by telecopier, when so transmitted provided the correct code or telecopier number is received on the transmission report.

 

     Regulation 133 of Table A will not apply.

INDEMNITY

 

35. Subject to the Acts, every director, managing director, agent, auditor, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in relation to his acts while acting in such office, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 391 of the Act in which relief is granted to him by the court. Regulation 138 of Part I of Table A will not apply.

   Name, Address and Description of the Subscriber   

 

LOGO
For and on behalf of
Elan Pharma International Limited
Monksland, Athlone, Co. Westmeath, Ireland.
Limited Company
Dated 26 May 2010
LOGO
Witness to the above signature
Name:     Neil McLoughlin

Address: Treasury Building

 Lower Grand Canal St.

 Dublin 2

COMPANIES ACTS, 1963 to 2009

 

 

COMPANY LIMITED BY SHARES

 

 

MEMORANDUM

and

ARTICLES OF ASSOCIATION

of

ELAN SCIENCE FIVE LIMITED

A & L GOODBODY

EX-3.71 70 d772859dex371.htm EX-3.71 EX-3.71

Exhibit 3.71

 

LOGO

 

  

COMPANIES ACTS, 1963 to 2009

 

 

PRIVATE COMPANY LIMITED BY SHARES

 

 

MEMORANDUM

 

and

 

ARTICLES OF ASSOCIATION

 

of

 

KEAVY FINANCE LIMITED

 

 

Incorporated 17 February 2009

 

 

   

 

 

 

 

LOGO

 

LOGO                 LOGO

 

 

LOGO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOGO

COMPANIES ACTS, 1963 to 2009

 

 

PRIVATE COMPANY LIMITED BY SHARES

 

 

MEMORANDUM OF ASSOCIATION

of

KEAVY FINANCE LIMITED

(As amended by special resolution

dated 18 June 2009 & 10 December 2009)

 

 

 

1. The name of the Company is Keavy Finance Limited.

 

2. The objects for which the Company is established are:

 

  2.1. To carry on the business of an investment and holding company in all its branches, and to acquire by purchase, lease, concession, grant, licence or otherwise such businesses, options, rights, privileges, lands, buildings, leases, underleases, stocks, shares, debentures, debenture stock, bonds, obligations, securities, reversionary interests, annuities, policies of assurance and other property and rights and interests in property as the Company shall deem fit and generally to hold, manage, develop, lease, sell or dispose of the same; and to vary any of the investments of the Company, to act as trustees of any deeds constituting or securing any debentures, debenture stock or other securities or obligations; to establish, carry on, develop and extend investments and holdings and to sell, dispose of or otherwise turn the same to account, and to co-ordinate the policy and administration of any companies of which this Company is a member or which are in any manner controlled by, or connected with the Company.

 

  2.2. To carry on any other business, except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

 

  2.3. To invest any monies of the Company in such investments and in such manner as may from time to time be determined, and to hold, sell or deal with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

 

  2.4. To subscribe for take, purchase or otherwise acquire and hold shares or other interests in, or securities of any other company having objects altogether or in part similar to those of this Company or carrying on any business capable of being carried on so as, directly or indirectly, to benefit this Company.

 

2

  2.5. To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences, and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

 

  2.6. To acquire and undertake the whole or any part of the business, property, goodwill and assets of any person, firm or company carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on, or which can be conveniently carried on in connection with the same, or may seem calculated directly or indirectly to benefit the Company.

 

  2.7. To employ the funds of the Company in the development and expansion of the business of the Company and all or any of its subsidiary or associated companies and in any other company whether now existing or hereafter to be formed and engaged in any like business of the Company or any of its subsidiary or associated companies or of any other industry ancillary thereto or which can conveniently be carried on in connection therewith.

 

  2.8. To lend money to such persons or companies either with or without security and upon such terms as may seem expedient.

 

  2.9. To borrow or otherwise raise money or carry out any other means of financing, whether or not by the issue of stock or other securities, and to enter into or issue interest and currency hedging and swap agreements, forward rate agreements, interest and currency futures or options and other forms of financial instruments, and to purchase, redeem or pay off any of the foregoing.

 

  2.10. To secure the payment of money or other performance of financial obligations in such manner as the Company shall think fit, whether or not by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company’s property, present or future, including its uncalled capital.

 

  2.11. To adopt such means of making known the Company and its products and services as may seem expedient.

 

  2.12. To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the property, undertaking, rights or assets of the Company and for such consideration as the Company might think fit. Generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

 

  2.13. To acquire and carry on any business carried on by a subsidiary or a holding Company of the Company or another subsidiary of a holding company of the Company.

 

  2.14. To provide services of any kind including the carrying on of advisory, consultancy, brokerage and agency business of any kind.

 

  2.15. To guarantee, grant indemnities in respect of, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the contracts or obligations of and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of any person, firm or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by section 155 of the Companies Act, 1963, or another subsidiary as defined by the said section of the Company’s holding company or otherwise associated with the Company in business notwithstanding the fact that the Company may not receive any consideration, advantage or benefit, direct or indirect from entering into such guarantee or other arrangement or transaction contemplated herein.

 

  2.16. To amalgamate with any other company.

 

  2.17. To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, trade marks, technology and know-how and the like conferring any exclusive or non-exclusive or

 

3

  limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.

 

  2.18. To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture or otherwise with any person or company or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

 

  2.19. To grant pensions or gratuities (to include death benefits) to any officers or employees or ex-officers or ex-employees of the Company, or its predecessors in business or the relations, families or dependants of any such persons, and to establish or support any non-contributory or contributory pension or superannuation funds, any associations, institutions, clubs, buildings and housing schemes, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interests of the Company or of its members.

 

  2.20. To promote any company or companies for the purpose of acquiring all or any of the property and liabilities of this Company or for any other purpose which may seem directly or indirectly calculated to benefit this Company.

 

  2.21. To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company’s capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.

 

  2.22. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, letters of credit and other negotiable or transferable instruments.

 

  2.23. To undertake and execute any trusts the undertaking whereof may seem desirable, whether gratuitously or otherwise.

 

  2.24. To procure the Company to be registered or recognised in any country or place.

 

  2.25. To promote freedom of contract and to counteract and discourage interference therewith, to join any trade or business federation, union or association, with a view to promoting the Company’s business and safeguarding the same.

 

  2.26. To do all or any of the above things in any part of the world as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others.

 

  2.27. To distribute any of the property of the Company in specie among the members.

 

  2.28. To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.

NOTE A: The objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be in no wise limited or restricted by reference to, or inference from, the terms of any other paragraph.

NOTE B: It is hereby declared that the word “company” in this clause (except where it refers to this Company) will be deemed to include any partnership or other body of persons, whether or not incorporated and whether formed in Ireland or elsewhere.

 

3. The liability of the members is limited.

 

4. The authorised share capital of the Company is €38,162.24 divided into 119,257 Euro Deferred Shares of €0.32 each and USD$10,000,000,000 divided into 10,000,000,000 Ordinary Shares of USD$1.00 each.

 

4

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the Company set opposite our respective names.

 

Names, Addresses and Descriptions

of Subscribers

    Number of shares
taken by each
Subscriber

Paul White

1 Munster Terrace,

Breffni Road,

Sandycove,

Co Dublin.

    One

Charles Carroll

Rosehill House

Carysfort Avenue

Blackrock

Co. Dublin

    One

Sarah Higgins

28 Glenarriff Road

Navan Road

Dublin 7

    One

Niamh Coyne

30 Parnell Road

Harold’s Cross

Dublin 6

    One

Cian McCourt

12 Trimleston Avenue

Booterstown

Co.Dublin

    One

Goodbody Subscriber One Limited

IFSC

North Wall Quay

Dublin 1

    One

Goodbody Subscriber Two Limited

IFSC

North Wall Quay

Dublin 1

    One

Total

    Seven

 

Dated: 5 February 2009

Witness to the above signatures: Margaret White, 25/28 North Wall Quay, Dublin 1

 

5

COMPANIES ACTS, 1963 to 2009

 

 

PRIVATE COMPANY LIMITED BY SHARES

 

 

ARTICLES OF ASSOCIATION

of

KEAVY FINANCE LIMITED

(As amended by special resolution dated 18 June 2009)

(As amended by special resolution dated 10 December 2009)

 

 

PRELIMINARY

 

1. Table A: The regulations in Part II of Table A in the First Schedule to the Act (as amended by the Acts) will apply to the company subject to the alterations herein contained and will, so far as not inconsistent with these presents, bind the company and the shareholders.

 

2. Definitions: In these articles, unless the context otherwise requires:

the 1983 Act means the Companies (Amendment) Act, 1983;

the 1990 Act means the Companies Act, 1990;

the Acts means the Companies Acts, 1963 to 2009;

the Auditors means the auditors or auditor for the time being of the company;

Ireland means Ireland excluding Northern Ireland and all references in Table A to “the State” will be construed as meaning references to Ireland;

the Single-Member Company Regulations means the European Communities (Single-Member Private Limited Companies) Regulations, 1994; and

Table A means Table A in the First Schedule to the Act.

 

6

3. Interpretation:

 

  3.1. All references in Table A to the Companies Acts, 1963 to 2009 will be construed as references to the Acts.

 

  3.2. Unless the contrary is clearly stated, reference to any section of any of the Acts is to such section as same may be amended, extended or re-enacted (whether before or after the date hereof) from time to time.

 

  3.3. Reference to any legislation or document includes that legislation or document as amended or supplemented from time to time.

 

  3.4. Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminine, and words importing persons include corporations.

 

  3.5. Headings are inserted for convenience only and do not affect the construction of these articles.

SHARE CAPITAL

 

4. Capital Structure: The authorised share capital of the Company is €38,162.24 divided into 119,257 Euro Deferred Shares of €0.32 each and USD$10,000,000,000 divided into 10,000,000,000 Ordinary Shares of USD$1.00 each.

 

  4.1. Ordinary Shares: The Ordinary Shares shall have full voting and dividend rights and shall be entitled to participate in the surplus assets of the Company available on a winding up, including any surplus over par value in respect of the Euro Deferred Shares.

 

  4.2. Euro Deferred Shares: For so long as no Ordinary Shares are in issue, the Euro Deferred Shares shall have full voting and dividend rights and shall be entitled to participate in the surplus assets of the Company available on a winding up PROVIDED HOWEVER that for so long as any Ordinary Shares are in issue:

 

  4.2.1. the Euro Deferred Shares shall have no entitlement to receive any dividends out of the profits of the Company available for distribution;

 

  4.2.2. the Euro Deferred Shares shall not confer on any holder thereof the right to receive notice of, attend, speak or vote at general meetings of the Company; and

 

  4.2.3 the sole right of the holder or holders of the Euro Deferred Shares on any liquidation, dissolution, winding-up or other return of capital shall be the right to receive the par value in respect of each Euro Deferred Share held. The holders of the Euro Deferred Shares will have no right to participate in any surplus.

 

5. Directors’ Authority to Allot Shares: The directors are generally and unconditionally authorised to exercise all powers of the company to allot relevant securities (as defined for the purposes of section 20 of the 1983 Act) up to an amount equal to the authorised but unissued share capital of the company as at the date of incorporation of the company, and such authority will expire five years from that date save that the company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired. Section 23(1) of the 1983 Act is hereby excluded in its application in relation to all allotments by the company of equity securities as defined for the purposes of that section.

 

6. Purchase of Own Shares: Subject to and in accordance with the provisions of the Acts, the company may purchase its own shares (including any redeemable shares).

 

7. Financial Assistance: The company may give any form of financial assistance which is permitted by the Acts for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the company or in the company’s holding company and regulation 10 of Part I of Table A will be modified accordingly.

 

7

TRANSFER OF SHARES

 

8. The instrument of transfer of a fully paid up share need not be signed by or on behalf of the transferee and regulation 22 of Part I of Table A will be modified accordingly.

GENERAL MEETINGS

 

9. General Meetings outside Ireland: The first annual general meeting of the company may be held in or outside Ireland. Subsequent annual general meetings shall be held in Ireland unless in respect of any particular meeting either all the members entitled to attend and vote at such meeting consent in writing to its being held elsewhere or a resolution providing that it be held elsewhere has been passed at the preceding annual general meeting. Extraordinary general meetings may be held in or outside Ireland. Regulation 47 of Part I of Table A will not apply and regulation 50 will be construed as if the words “within the State” were deleted therefrom.

 

10. Auditors’ Requisition: An extraordinary general meeting shall be convened upon the requisition of the Auditors under the circumstances described in section 186 of the 1990 Act, as well as upon the requisition described in regulation 50 of Part I of Table A.

PROCEEDINGS AT GENERAL MEETINGS

 

11. Proxies: In regulation 70 of Part I of Table A the words “not less than 48 hours before the time for holding” and “not less than 48 hours before the time appointed for” will be deleted and there shall be substituted therefore the words “before the commencement of on both occasions.

 

12. Poll: A poll may be demanded at any general meeting by any member present in person or by proxy who is entitled to vote thereat and regulation 59 of Part I of Table A will be modified accordingly.

VOTES OF MEMBERS

 

13. For so long as:

 

  13.1. the company holds shares as treasury shares; or

 

  13.2. any subsidiary of the company holds shares in the company

 

  the company or the subsidiary as the case may be shall not exercise any voting rights in respect of the shares and regulations 63 to 73 of Part I of Table A will be modified accordingly.

RESOLUTIONS IN WRITING BY MEMBERS

 

14. A resolution in writing made pursuant to regulation 6 of Part II of Table A may consist of one document or two or more documents to the same effect each signed by one or more members.

SINGLE-MEMBER COMPANY

 

15. If at any time the company has only one member, that is to say that all the issued shares of the company are registered in the name of a sole person (whether a natural person or a body corporate), it will be a single-member company within the meaning of the single-member company regulations. If and so long as the company is a single-member company, the following provisions will apply notwithstanding anything to the contrary in these Articles or Table A:

 

  15.1. Annual General Meetings: The sole member may decide to dispense with the holding of annual general meetings. Such decision will be effective for the year in which it is made and subsequent years, but nevertheless the sole member or the Auditors may require the holding of an annual general meeting in any such year in accordance with the procedure laid down in the Single-Member Company Regulations.

 

  15.2. Where a decision to dispense with the holding of annual general meetings is in force, the accounts and the directors’ and Auditors’ reports that would otherwise be laid before an annual general meeting shall be sent to the sole member as provided in the Single-Member Company Regulations, and the provisions of the Acts with regard to the annual return and the accounts which apply by reference to the date of the annual general meeting will be construed as provided in the Single-Member Company Regulations.

 

8

  15.3. Quorum at General Meetings: The sole member, present in person or by proxy, is a sufficient quorum at a general meeting.

 

  15.4. Resolutions of Shareholders: All matters requiring a resolution of the company in general meeting (except the removal of the Auditors from office) may be validly dealt with by a decision of the sole member. The sole member must provide the Company with a written record of any such decision or, if it is dealt with by a written resolution under regulation 6 of Part II of Table A, with a copy of that resolution, and the decision or resolution shall be recorded and retained by the company.

 

  15.5. Contracts with Sole Member: Where the company enters into a contract with the sole member which is not in the ordinary course of business and which is not in writing, and the sole member also represents the company in the transaction (whether as a director or otherwise), the directors shall ensure that the terms of the contract are forthwith set out in a written memorandum or are recorded in the minutes of the next directors’ meeting.

 

16. If and whenever the company becomes a single-member company or ceases to be a single-member company, it shall notify the Registrar of Companies as provided in the Single-Member Company Regulations.

DIRECTORS

 

17. Number of Directors: The company will have not less than two directors. Regulation 75 of Part I of Table A will not apply.

 

18. No Share Qualification: A director or alternate director will not be required to hold any shares in the company by way of qualification, and regulation 77 of Part I of Table A will not apply.

 

19. Directors’ Right to Attend Meetings: A director who is not a member of the company will nevertheless be entitled to receive notice of, attend and speak at any general meeting or separate meeting of the holders of any class of shares, and regulation 136 of Part I of Table A will be modified accordingly.

POWERS AND DUTIES OF DIRECTORS

 

20. Powers to Borrow and Grant Security: The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and, subject to section 20 of the 1983 Act, to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the company or of any third party. Regulation 79 of Part I of Table A will not apply.

 

21. Interests in Contracts: The obligations of a director to disclose the nature of his interest in any contract or proposed contract with the company will apply equally to any shadow director who shall declare his interest in the manner prescribed by section 27(3) of the 1990 Act.

 

22. Directors’ Contracts: No contract will be entered into by the company for the employment of, or the provision of services by, a director or a director of a holding company of the company containing a term to which section 28 of the 1990 Act applies without obtaining the approval provided for in that section, and regulation 85 of Part I of Table A will be modified accordingly.

DISQUALIFICATION OF DIRECTORS

 

23. The office of director will be ipso facto vacated if the director:

 

  23.1. becomes prohibited from being a director of the company by reason of any declaration or order made under section 150 or 160 of the 1990 Act; or

 

  23.2. is removed from office by notice in writing served upon him signed by all his co-directors as well as under the circumstances described in regulation 91 of Part I of Table A.

 

9

ROTATION AND RE-ELECTION

 

24. The directors will not retire at the first annual general meeting or by rotation, or require to be re-elected in general meeting following appointment by the directors. Regulations 92 to 100 inclusive of Part I of Table A will be modified accordingly.

PROCEEDINGS OF DIRECTORS

 

25. Committees of Directors: The meetings and proceedings of any committee formed by the directors will be governed by the provisions of these articles regulating the meetings and proceedings of directors so far as the same are applicable and are not superseded by any regulations imposed on such committee by the directors.

 

26. Alternate Directors:

 

  26.1. Any director may from time to time appoint any person to be his alternate. The alternate will be entitled to attend and vote at any meeting of the directors at which the appointer is not personally present and, in the absence of the appointer, to exercise all the powers, rights, duties and authorities of the appointer as a director (other than the right to appoint an alternate hereunder), but will not be entitled to be remunerated otherwise than out of the fees of the appointer. Any appointment under this Article shall be effected by notice in writing given by the appointer to the Secretary. Any appointment so made may be revoked at any time by the appointer by notice in writing given by the appointer to the Secretary, and an alternate’s appointment will ipso facto come to an end if for any reason the appointer ceases to be a director.

 

  26.2. An alternate may exercise all the powers, rights, duties and authorities of the director appointing him (other than the right to appoint an alternate hereunder).

 

  26.3. A person may act as an alternate for more than one director and while he is so acting will be entitled to a separate vote for each director he is representing and, if he is himself a director, his vote or votes as an alternate will be in addition to his own vote. An alternate will be counted for the purpose of reckoning whether a quorum is present at any meeting attended by him at which he is entitled to vote, but where he is himself a director or is the alternate of more than one director he will only be counted once for such purpose.

 

  26.4. Regulation 9 of Part II of Table A will not apply.

 

27. Resolutions of Directors and Committees at Electronic Board Meetings:

 

  27.1. All or any of the directors, or of the members of a Committee, can take part in a meeting of the directors, or of a Committee as the case may be, by the use of conference telephone, video-conferencing or other telecommunications equipment designed to allow all persons participating to hear each other speak (an Electronic Meeting).

 

  27.2. A person taking part in this way will be counted as being present at the meeting, and an Electronic Meeting will be considered to be a meeting of directors, or of a Committee as the case may be, for the purpose of passing resolutions but not for doing any other act or thing which, under specific requirements of the Acts, must be done at a meeting of directors.

 

  27.3. The provisions of these regulations, in so far as they relate to the summoning of meetings of directors or of Committees, the appointment and powers of a chairman, the transaction of business, alternates, quorum, voting, adjournment and the keeping of minutes, will apply to an Electronic Meeting as if it were a meeting of directors, or of a Committee as the case may be, at which all those taking part were in the physical presence of each other.

 

28. Resolutions in Writing: A resolution in writing signed by each director (or his alternate) will be as valid as if it had been passed at a meeting of the directors duly convened and held. A resolution in writing signed by each member of a Committee (or, in the case of a director, his alternate) will be as valid as if it had been passed at a meeting of that Committee duly convened and held. Such a resolution may consist of one document or two or more documents to the same effect each signed by one or more of the signatories.

 

10

EXECUTIVE DIRECTORS

 

29. The directors may from time to time appoint one or more of themselves to be managing director or any other category of executive director for such period and on such terms as to remuneration or otherwise as they think fit, and, subject to the terms of any agreement entered into in any particular case, may revoke such appointment. Regulations 110 and 111 of Part I of Table A will not apply and regulation 112 will apply to all executive directors as it applies to a managing director.

THE SEAL

 

30. An alternate who is not also a director will be entitled to sign or countersign an instrument to which the seal is affixed as if he were the director who appointed him, and regulation 115 of Part I of Table A will be modified accordingly.

ACCOUNTS

 

31. The company will comply with the provisions of the acts and all other relevant legislation with regard to accounts, and regulations 125 to 129 of Part I of Table A will be modified accordingly.

CAPITALISATION OF PROFITS

 

32. The reference in regulation 130 to section 64 of the Act will be construed as a reference to section 207 of the 1990 Act.

AUDITORS

 

33. The Auditors will be appointed and removed and their rights and duties regulated in accordance with the Acts. The Auditors will be entitled to attend any general meeting and to receive all notices of, and other communications relating to, any general meeting which any member is entitled to receive, and to be heard on any part of the business which concerns them as auditors. Regulation 132 of Part I
of Table A will not apply.

NOTICES

 

34. A notice to be given by the company to any person entitled to receive it (the Addressee) shall be in writing and may be given to the Addressee personally, delivered or posted (properly addressed and prepaid) to his registered address or transmitted by telecopier to any telecopier number which the Addressee may have furnished to the company for the purpose. A notice given in a manner referred to in this Article will be deemed to given as follows:

 

  34.1. if given to the Addressee personally or delivered, when so given or delivered;

 

  34.2. if posted, in the case of the notice of a meeting, 24 hours after posting or, in any other case, at the time at which the letter would be delivered in the ordinary course of post; or

 

  34.3. if transmitted by telecopier, when so transmitted provided the correct code or telecopier number is received on the transmission report.

Regulation 133 of Table A will not apply.

INDEMNITY

 

35. Subject to the Acts, every director, managing director, agent, auditor, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in relation to his acts while acting in such office, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 391 of the Act in which relief is granted to him by the court. Regulation 138 of Part I of Table A will not apply.

 

11

Names, Addresses and Descriptions of Subscribers

Paul White

1 Munster Terrace,

Breffni Road,

Sandycove,

Co Dublin.

Charles Carroll

Rosehill House

Carysfort Avenue

Blackrock

Co. Dublin

Sarah Higgins

28 Glenarriff Road

Navan Road

Dublin 7

Niamh Coyne

30 Parnell Road

Harold’s Cross

Dublin 6

Cian McCourt

12 Trimleston Avenue

Booterstown

Co.Dublin

Goodbody Subscriber One Limited

IFSC

North Wall Quay

Dublin 1

Goodbody Subscriber Two Limited

IFSC

North Wall Quay

Dublin 1

Dated: 5 February 2009

Witness to the above signatures: Margaret White, 25/28 North Wall Quay, Dublin 1

 

12

EX-3.72 71 d772859dex372.htm EX-3.72 EX-3.72

Exhibit 3.72

COMPANIES ACTS, 1963 to 2001

COMPANY LIMITED BY SHARES

 

LOGO

MEMORANDUM AND ARTICLES OF ASSOCIATION

(incorporating all amendments made up to and including 25 September 2001)

of

THE INSTITUTE OF BIOPHARMACEUTICS LIMITED

Incorporated 3rd July 1984

 

LOGO

 

LOGO

COMPANIES ACTS, 1963 to 2001

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

of

THE INSTITUTE OF BIOPHARMACEUTICS LIMITED

 

1. The name of the company is “THE INSTITUTE OF BIOPHARMACEUTICS LIMITED”.

 

2. The objects for which the Company is established are:

 

  (1) To carry on all or any of the businesses of manufacturers, buyers, sellers and distributing agents of and dealers in all kinds of products, instruments, appliances, implements, machinery and components, laboratory wear, plasma, cultures, vaccines, sera, culture-media, diagnostic re-agents, compounds, animal products, chemicals and plastics used in connection with medicine, medical and biological research, dentistry, and surgery, human and veterinary, and in or for medical or scientific laboratories, or for household, domestic, agricultural, industrial or educational purposes, and of and in all manner of patent, pharmaceutical, medicinal and medicated preparations, patent medicines, drugs, herbs, perfumes, creams, unguents, hairdressings, washes, pomades, dyes, cosmetics, skin preparations, soaps, oils, oleaginous and vaporaceous substances, beauty specialities, preparations and accessories of every description, and of and in pharmaceutical, medicinal, proprietary and industrial preparations, compounds, and articles of all kinds, chemists, druggists, and chemical manufacturers, merchants and dealers; and to manufacture, make, prepare, buy, sell, and deal in all articles, substances, and things commonly or conveniently used in or for making up, preparing, or packing any of the products in which the Company is authorised to deal, or which may be required by customers of or persons having dealings with the Company.

 

  (2) To establish, maintain and operate laboratories, research stations, sterilisation facilities, engineering works, factories and shops for the purpose of carrying on medical, biological, chemical, physical and other research in medicine, biology, chemistry, pharmacy, dentistry, industry or other unrelated or related fields.

 

  (3) To lend money to such persons or companies either with or without security and upon such terms as may seem expedient.

 

Page 2 of 10

  (4) To make, manufacture, process, package, prepare for sale, market and deal in all equipment, apparatus, tools, instruments and component parts used in connection with the construction, operation, maintenance or working of laboratories, research stations, sterilisation facilities, engineering works, factories and shops.

 

  (5) To engage, either alone or in conjunction with others, in any project or enterprise, whether commercial, national, educational or experimental, or for any other purpose whatsoever, in the fields of medicine, biology, chemistry, pharmacy, dentistry or other unrelated or related fields.

 

  (6) To carry on any other business except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

 

  (7) To invest any monies of the Company in such investments (other than shares in the Company) and in such manner as may from time to time be determined, and to hold, sell or deal with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

 

  (8) To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences, and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

 

  (9) To borrow or raise or secure the payment of money in such manner as the Company shall think fit, and in particular by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company’s property, both present and future, including its uncalled capital, and to purchase, redeem or pay off any such securities.

 

  (10) To adopt such means of making known the Company and its products and services as may seem expedient.

 

  (11) To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the property, undertaking, rights or assets of the Company and for such consideration as the Company might think fit. Generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

 

Page 3 of 10

  (12) To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the obligations of and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of any person, firm or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by Section 155 of the Companies Act, 1963, or another subsidiary as defined by the said Section of the Company’s holding company or otherwise associated with the Company in business.

 

  (13) To amalgamate with any other company.

 

  (14) To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, trade marks, technology and know-how and the like conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.

 

  (15) To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture or otherwise with any person or company or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

 

  (16) To grant pensions or gratuities (to include death benefits) to any officers or employees or ex-officers or ex-employees of the Company, or its predecessors in business or the relations, families or dependants of any such persons, and to establish or support any non-contributory or contributory pension or superannuation funds, any associations, institutions, clubs, buildings and housing schemes, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interests of the Company or of its members.

 

  (17) To promote any company or companies for the purpose of acquiring all or any of the property and liabilities of this Company or for any other purpose which may seem directly or indirectly calculated to benefit this Company.

 

Page 4 of 10

  (18) To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company’s capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.

 

  (19) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, letters of credit and other negotiable or transferable instruments.

 

  (20) To undertake and execute any trusts the undertaking whereof may seem desirable, whether gratuitously or otherwise.

 

  (21) To procure the Company to be registered or recognised in any country or place.

 

  (22) To promote freedom of contract and to counteract and discourage interference therewith, to join any trade or business federation, union or association, with a view to promoting the Company’s business and safeguarding the same.

 

  (23) To do all or any of the above things in any part of the world as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others.

 

  (24) To distribute any of the property of the Company in specie among the members.

 

  (25) To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.

Note A: The objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be in no wise limited or restricted by reference to, or inference from, the terms of any other paragraph.

Note B: It is hereby declared that the word “company” in this clause (except where it refers to this Company) shall be deemed to include any partnership or other body of persons, whether or not incorporated and whether formed in Ireland or elsewhere.

 

3. The liability of the members is limited.

 

4. The share capital of the company is €625,000 divided into 500,000 shares of €1.25 each.

 

Page 5 of 10

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the company set opposite our respective names.

 

Names, Addresses and Descriptions

Of Subscribers

   

Number of Shares

taken by each Subscriber

Sean McDonald,

“Helena”,

Rochestown Park,

Dun Laoghaire

Co. Dublin.

   

One

Solicitor’s Assistant

   

Eleanor Allen,

54 Iveagh Gardens,

Crumlin,

Dublin 12.

   

One

Secretary

   
Dated the 13th day of June, 1984.   

Witness to the above signatures:

   

Jack O’Farrell,

31, Fitzwilliam Square,

Dublin 2.

   

Solicitor’s Apprentice

   

 

Page 6 of 10

COMPANIES ACTS, 1963 to 2001

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

(incorporating all amendments made up to and including 25 September 2001)

of

THE INSTITUTE OF BIOPHARMACEUTICS LIMITED

PRELIMINARY

 

1. The regulations contained in Part II of Table A in the First Schedule to the Companies Act, 1963 (as amended by the Companies Acts 1963 to 1983) shall apply to the Company subject to the alterations herein contained and shall so far as not inconsistent with these presents bind the Company and the shareholders.

CAPITAL

 

2. The capital of the company is €625,000 divided into 500,000 Ordinary Shares of €1.25 each.

ALLOTMENT or SHARES

 

3. The Directors are generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities (as defined for the purposes of section 20 of the Companies (Amendment) Act, 1983) up to an aggregate nominal amount of €624,997.5; provided that this authority shall expire on 1st June, 1989, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.

 

4. Section 23 (1) of the Companies (Amendment) Act, 1983 is hereby excluded in its application in relation to all allotments by the Company of equity securities as defined for the purposes of that section.

TRANSFER OF SHARES

 

5. Any member being an individual may at any time transfer all or any shares held by him to his spouse or children (including step and adopted children) and the Directors shall not be entitled to decline or refuse to register any such transfer or transfers.

 

Page 7 of 10

PROXIES

 

6. In regulation 70 of Part I of Table A the words “not less than 48 hours before the time of holding” and “not less than 48 hours before the time appointed for” shall be deleted and there shall be substituted therefore the words “before the commencement of” on both occasions.

RESOLUTIONS IN WRITING

 

7. A resolution in writing made pursuant to regulation 6 of Part II of Table A may consist of two or more documents to the same effect each signed by one or more members.

DIRECTORS

 

8. The Directors shall not retire by rotation and regulation 92 to 100 inclusive of Part I of Table A shall be modified accordingly.

ALTERNATE DIRECTORS

 

9. The appointment of an alternate or substitute director need not be approved by the majority of the Directors and regulation 9 of Part II of Table A shall be modified accordingly.

RESOLUTIONS IN WRITING BY DIRECTORS

 

10. A resolution in writing signed by each Director (or his alternate director) shall be as valid as if it has been passed at a meeting of the Directors duly convened and held, and may consist of one document or two or more documents to the same effect each signed by one or more Directors (or their alternates) and regulation 109 of Part I of Table A shall be modified accordingly.

BORROWING POWERS

 

11. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and, subject to section 20 of the Companies (Amendment) Act, 1983, to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the company or of any third party. Regulation 79 of Part I of Table A shall not apply.

 

Page 8 of 10

 

Page 9 of 10

Names, Addresses and Descriptions of Subscribers

Sean McDonald,

“Helena”,

Rochestown Park,

Dun Laoghaire

Co. Dublin.

Solicitor’s Assistant

Eleanor Allen,

54 Iveagh Gardens,

Crumlin,

Dublin 12.

Secretary

Dated the 13th day of June, 1984.

Witness to the above signatures:

Jack O’Farrell,

31, Fitzwilliam Square,

Dublin 2.

Solicitor’s Apprentice

 

Page 10 of 10

EX-5.1 72 d772859dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

Direct Line: 212.859.8000

Fax: 212.859.4000

August 15, 2014

Perrigo Company plc

Treasury Building

Lower Grand Canal Street

Dublin 2, Ireland

Ladies and Gentlemen:

We have acted as special counsel to Perrigo Company plc, a public limited company incorporated under the laws of Ireland (the “Company”), and each of the guarantors listed on Schedule A hereto (the “Guarantors”) in connection with the Company’s offer to exchange up to $500,000,000 of its 1.30% Senior Notes due 2016 (the “2016 Exchange Notes”), $600,000,000 of its 2.30% Senior Notes due 2018 (the “2018 Exchange Notes”), $800,000,000 of its 4.00% Senior Notes due 2023 (the “2023 Exchange Notes”) and $400,00,000 of its 5.30% Senior Notes due 2043 (the “2043 Exchange Notes” together with the 2016 Exchange Notes, the 2018 Exchange Notes and the 2023 Exchange Notes, the “Exchange Notes”), which are being registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its 1.30% Senior Notes due 2016 (the “2016 Notes”), 2.30% Senior Notes due 2018 (the “2018 Notes”), 4.00% Senior Notes due 2023 (the “2023 Notes”) and 5.30% Senior Notes due 2043 (the “2043 Notes” together with the 2016 Notes, the 2018 Notes and the 2023 Notes, the “Outstanding Notes” and, together with the Exchange Notes, the “Notes”) that were issued on November 8, 2013, pursuant to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August [    ], 2014 (as amended from time to time, the “Registration Statement”). Pursuant to the Indenture (as defined below) the Outstanding Notes are, and the Exchange Notes will be, fully and unconditionally guaranteed, jointly and severally, on the terms and subject to the conditions set forth in the Indenture (the “Outstanding Note Guarantees” and the “Exchange Note Guarantees”, respectively).

All capitalized terms used herein that are defined in, or by reference in, the indenture dated as of November 8, 2013 between the Company, the guarantors party thereto and Wells Fargo Bank, National Association as the trustee (the “Trustee”) relating to the Notes (as supplemented, the “Indenture”) have the meanings assigned to such terms therein or by reference therein, unless otherwise defined herein. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed, facsimile, electronic, photostatic or reproduction copies of such agreements, instruments, documents and records of the Company and the Guarantors, such certificates of public officials and such other documents, (iii) received such information from officers and representatives of the Company, the Guarantors and others, in each case, as we have deemed necessary or appropriate for the purposes of this opinion. We have examined, among other documents, the following:

 

  (a) the Indenture;

 

  (b) the Outstanding Notes and the Outstanding Note Guarantees; and

 

  (c) the forms of Exchange Notes and the Exchange Note Guarantees.

The documents referred to in items (a) through (c) above are collectively referred to as the “Documents.”

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as conformed, facsimile, electronic or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, any representations

and warranties contained in the Documents and certificates and oral or written statements and other information of or from public officials, officers or other appropriate representatives of the Company, the Guarantors and others and assume compliance on the part of all parties to the Documents with their covenants and agreements contained therein.

To the extent it may be relevant to the opinions expressed herein, we have assumed that (i) the Exchange Notes will be duly authenticated and delivered by the Trustee in accordance with the terms of the Indenture, against receipt of the Outstanding Notes surrendered in exchange therefor, (ii) all of the parties to the Documents (other than the Guarantors organized in Delaware) are validly existing and in good standing under the laws of their respective jurisdictions of organization and have the power and authority to (a) execute and deliver the Documents, (b) perform their obligations thereunder and (c) consummate the transactions contemplated thereby, (iii) the Documents have been duly authorized, executed and delivered by all of the parties thereto (other than the Guarantors organized in Delaware), the execution thereof does not violate the charter, the by-laws or any other organizational document of any such parties (other than the Guarantors organized in Delaware) or the laws of the jurisdiction of incorporation of any such parties (other than the Guarantors organized in Delaware) and each of the Documents constitutes valid and binding obligations of all the parties thereto (other than the Guarantors organized in Delaware), enforceable against such parties in accordance with their respective terms, and (iv) that all of the parties to the Documents will comply with such agreements and all laws applicable thereto.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that:

 

  1. The Exchange Notes, when executed, issued and delivered in accordance with the terms of the Indenture in exchange for the Outstanding Notes in the manner contemplated by the Registration Statement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

  2. The Exchange Note Guarantees by the Guarantors, when the Exchange Notes have been duly executed, issued and delivered in accordance with the terms of the Indenture in exchange for the Outstanding Notes in the manner contemplated by the Registration Statement, will constitute a valid and binding obligation of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms.

The opinions set forth above are subject to the following qualifications:

(A) We express no opinion as to the validity, binding effect or enforceability of any provision of the Documents relating to indemnification, contribution or exculpation to the extent limited by applicable principles of public policy.

(B) We express no opinion as to the validity, binding effect or enforceability of any provision of the Documents:

(i) (a) containing any purported waiver, release, variation, disclaimer, consent or other agreement of similar effect (all of the foregoing, collectively, a “Waiver”) by the Company or the Guarantors under any of such Documents to the extent limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty, defense or ground for discharge otherwise existing or occurring as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective under, and is not prohibited by or void or invalid under provisions of applicable law (including judicial decisions); or (b) with respect to any Waiver in the Exchange Note Guarantees insofar as it relates to causes or circumstances that would operate as a discharge or release of, or defense available to, the Guarantors thereunder as a matter of law (including judicial decisions), except to the extent such Waiver is effective under and is not prohibited by or void or invalid under applicable law (including judicial decisions);

(ii) related to (I) forum selection or submission to jurisdiction (including, without limitation, any waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent the validity, binding effect or enforceability of any provision is

to be determined by any court other than a court of the State of New York, or (II) choice of governing law to the extent that the validity, binding effect or enforceability of any such provision is to be determined by any court other than a court of the State of New York or a federal district court sitting in the State of New York, in each case, applying the law and choice of law principles of the State of New York;

(iii) specifying that provisions thereof may be waived only in writing, to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created that modifies any provision of such agreement; and

(iv) which may be considered to be in the nature of a penalty.

(C) Our opinions are subject to the following:

(i) bankruptcy, insolvency, reorganization, moratorium and other laws (or related judicial doctrines) now or hereafter in effect affecting creditors’ rights and remedies generally;

(ii) general equitable principles (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits on the availability of equitable remedies) whether such principles are considered in a proceeding in equity or at law; and

(iii) the application of any applicable fraudulent conveyance, fraudulent transfer, fraudulent obligation, or preferential transfer law or any law governing the distribution of assets of any person now or hereafter in effect affecting creditors’ rights and remedies generally.

(D) Provisions in the Exchange Note Guarantee and the Indenture that provide that the Guarantors’ liability thereunder shall not be affected by (i) actions or failures to act on the part of the recipient, the holders or the Trustee, (ii) amendments or waivers of provisions of documents governing the guaranteed obligations or (iii) other actions, events or circumstances that make more burdensome or otherwise change the obligations and liabilities of the Guarantors might not be enforceable under certain circumstances and in the event of actions that change the essential nature of the terms and conditions of the guaranteed obligations. With respect to each Guarantor, we have assumed that consideration that is sufficient to support the agreements of each Guarantor under the Documents has been received by each Guarantor.

The opinions expressed herein are limited to the laws of the State of New York and, to the extent relevant, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, each as currently in effect, together with applicable provisions of the Constitution of Delaware and relevant decisional law, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.

The opinions expressed herein are limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. The opinions expressed herein are given as of the date of effectiveness of the Registration Statement, and we undertake no responsibility to update or supplement this letter after its delivery.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus that is included in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Fried, Frank, Harris, Shriver & Jacobson LLP

FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP

Schedule A

Guarantors

 

Subsidiaries

   

Jurisdiction

Habsont

   

Ireland

Perrigo Company

   

Michigan

L. Perrigo Company

   

Michigan

PBM Nutritionals, LLC

   

Delaware

PBM Products, LLC

   

Delaware

PBM International Holdings, LLC

   

Delaware

PBM Foods, LLC

   

Delaware

PBM China Holdings, LLC

   

Delaware

Paddock Laboratories, LLC

   

Delaware

Perrigo New York, Inc.

   

Delaware

Sergeant’s Pet Care Products, Inc.

   

Michigan

Velcera, Inc.

   

Delaware

FidoPharmBrands, LLC

   

Delaware

FidoPharm, Inc.

   

Delaware

Meridian Animal Health, LLC

   

Nevada

Perrigo Company of South Carolina, Inc.

   

Michigan

Perrigo International, Inc.

   

Michigan

Perrigo API USA, Inc.

   

Delaware

Perrigo Diabetes Care, LLC

   

Delaware

Perrigo Pharmaceuticals Company

   

Michigan

Perrigo Florida, Inc.

   

Florida

SPC Trademarks, LLC

   

Texas

Pet Logic, L.L.C.

   

Delaware

LoradoChem, Inc.

   

Colorado

Perrigo Sourcing Solutions, Inc.

   

Michigan

Perrigo Sales Corporation

   

Michigan

Perrigo Research & Development Company

   

Michigan

P2C, Inc.

   

Michigan

Perrigo Company of Tennessee Inc.

   

Tennessee

Cobrek Pharmaceuticals, Inc.

   

Delaware

PBM Holdings, LLC

   

Delaware

PBM Canada Holdings, LLC

   

Delaware

Elan Corporation Limited

   

Ireland

Elan Holdings Limited

   

Ireland

Elan Pharma International Limited

   

Ireland

Elan Regulatory Holdings Limited

   

Ireland

Elan Science Five Limited

   

Ireland

Keavy Finance Limited

   

Ireland

The Institute of Biopharmaceutics Limited

   

Ireland

 EX-5.2 73 d772859dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

15th August, 2014

 

To: Perrigo Company p.l.c.

Treasury Building

Lower Grand Canal Street

Dublin 2, Ireland

 

Re: Indenture dated as of 8th November, 2013 between Wells Fargo Bank, National Association, as trustee (the “Trustee”) and Perrigo Company Limited (now Perrigo Company p.l.c.) as issuer (the “Issuer”) as amended, varied and/or supplemented from time to time

Dear Sirs,

PART I

Introduction

Request for Opinion

 

1.1 We have been requested to give an opinion in relation to each Company’s (as defined in Schedule 1) entry into of the certain documents (more particularly described in Schedule 2, Parts 1 and 2) and the intended future issue by the Company of the $500,000,000 1.30% Senior Notes due 2016, $600,000,000 2.30% Senior Notes due 2018, $800,000,000 4.00% Senior Notes due 2023 and $400,000,000 5.30% Senior Notes due 2043 (collectively, the “Exchange Notes”) as a consequence of the exchange offer (the “Exchange Offer”) referred to in the United States Securities and Exchange Commission (“SEC”) Form S-4 Registration Statement filed by the Issuer with the SEC on the date hereof (the “Form S-4”).

Interpretation

 

1.2. Terms defined in the Form S-4, save where expressed to the contrary, have the same meaning in this opinion.

 

1.3. Headings and sub-headings in this opinion are for ease of reference only, and do not affect its interpretation.

 

1.4. Save where the context otherwise requires, reference in this opinion to a paragraph number shall be reference to such numbered paragraph in this opinion.

Extent of examination and investigation

 

1.5.

We have made no searches or enquiries concerning, and examined no documents entered into or affecting any Company or any other person, or any corporate records of the aforesaid, save for: (a) the documents referred to in Schedule 2, Parts 1 and 2); (b) the documents listed in Schedule 3 (such documents listed in Schedule 3 being referred to herein as the “Corporate Documents”); (c) those searches, enquiries,

documents or corporate records expressly specified in this opinion as having been made or examined. The Transaction Documents (as defined in Schedule 2) and the Corporate Documents are referred to hereinafter as the “Documents” and each a “Document”. In particular, we have not received or reviewed any offering memorandum, listing particulars, prospectus or similar or equivalent document in respect of the Exchange Notes. We point out that the Exchange Offer and/or the Exchange Notes have not been issued as of the Opinion Date (as defined below) and may only be issued by the Issuer after the expiry of the Exchange Offer.

Irish law

 

1.6. This opinion is confined to matters of Irish law in force as at the date hereof (the “Opinion Date”). Accordingly, we neither express nor imply any opinion on any laws other than the laws of Ireland as currently applied by the Irish courts as of the Opinion Date. We have made no investigation of, and express no opinion as to, the laws of any other jurisdiction (including the law of the European Union as it may affect any jurisdiction other than Ireland), which would or might affect our opinion as stated herein.

 

1.7. We express no views or opinions on matters relating to tax in this opinion, including, without limitation, the liability to tax of any Company or any third party in connection with the Documents.

Matters of fact

 

1.8. As to the questions of fact material to this opinion, we have relied, without investigation, solely upon statements or certifications of officers and representatives of each Company none of which we believe to be incorrect.

 

1.9. We have not assisted in the investigation or verification of the facts (other than the details of the incorporation of each Company) or the reasonableness or accuracy of any assumption or statement of opinion contained in any of the Documents or in determining whether any material fact has been omitted therefrom.

PART II

Assumptions (General)

We have assumed (without any responsibility on our part if any assumption proves to have been untrue or incorrect as we have not independently verified any assumption) for the purposes of this opinion:

 

2

Veracity and bona fides

 

2.1 the genuineness of all signatures and/or corporate seals on, and the authenticity and completeness of, all documents submitted to us, whether as originals or copies and the capacity of all individuals who signed;

 

2.2 the conformity to originals of all documents supplied to us as photocopies, facsimile copies or scanned copies transmitted by email and that where a redlined version of a document has been provided to us such redline highlights all amendments made to that version of the document previously reviewed by us;

 

2.3 that, save for the as yet unissued Exchange Notes and such offering memoranda, listing particular, prospectus or equivalent documents as may be necessary or desirable in connection with the making of the Exchange Offer, the issue and/or any listing of the Exchange Notes, the Transaction Documents represent and contain the entirety of the transactions entered into by the Companies with the parties to the Transaction Documents with respect to or in connection with the transactions contemplated by the Transaction Documents and that there are no agreements or arrangements in existence which in any way amend or vary the terms of the Transaction Documents or in any way bear upon or are inconsistent with the opinions stated herein;

 

2.4 that, other than the Joinder Documents (as defined in Schedule 2), no deed, agreement, instrument or other document of whatsoever nature which (or which purports to) supplements, amends alters or varies or which constitutes (or purports to constitute) a joinder, adherence or accession to any of the Original Documents (as defined in Schedule 2) in any way bears upon or is inconsistent with the opinions stated herein;

 

2.5 that the terms, conditions and provisions of the Exchange Offer and the Exchange Notes as set out in any offering memorandum, listing particulars, prospectus or equivalent document necessary or desirable in connection with the making of the Exchange offer and the issue and any listing of the Exchange Notes shall be identical to those set out in the Form S-4;

 

2.6 that, where a document has been examined by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen and where incomplete documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this opinion, the originals of such documents correspond in all respects with the last drafts or versions of the documents submitted to and received by us and that the parties to the Documents have in each case executed the physical document constituting the execution version of the relevant Document(s) to which they are a party;

 

2.7 that the copy of the memorandum and articles of association of Habsont attached to the Habsont Initial Certificate (as defined in Schedule 3) was accurate and complete as of the date of the Habsont Initial Certificate, was then and at all times up to 17th December, 2013 (the “Amendment Date”) in full force and effect and, during that period, was not modified, amended, varied or revoked and that no action was taken at any time during that period or since which would have or might have altered the effectiveness of same;

 

2.8 that the copy of the memorandum and articles of association of Habsont attached to the Habsont Certificate (as defined in Schedule 3) was and is accurate and complete at all times from the Amendment Date up to and including the Opinion Date, has been at all times during that period and is in full force and effect and has not been modified, amended, varied or revoked and that no action has been taken which would or might alter the effectiveness of same, as confirmed by the Habsont Certificate;

 

2.9 that the copy of the memorandum and articles of association of the Issuer attached to the Issuer’s Initial Certificate (as defined in Schedule 3) was accurate and complete as of the date of the Issuer’s Initial Certificate, was then and at all times up to 27th November, 2013 (the “Re-registration Date”) in full force and effect and, during that period, was not modified, amended, varied or revoked and that no action was taken at any time during that period or since which would have or might have altered the effectiveness of same;

 

2.10 that the copy of the memorandum and articles of association of the Issuer attached to the Issuer’s Certificate (as defined in Schedule 3) was and is accurate and complete at all times from the Re-registration Date up to and including the Opinion Date, has been at all times during that period and is in full force and effect and has not been modified, amended, varied or revoked and that no action has been taken which would or might alter the effectiveness of same, as confirmed by the Issuer’s Certificate;

 

3

2.11 that the copy of the memorandum and articles of association of each Guarantor attached to the relevant Guarantor’s Initial Certificate (as defined in Schedule 3) was accurate and complete as of the date of that Guarantor’s Initial Certificate, is accurate and complete as of the Opinion Date, was as of the date of that Guarantor’s Initial Certificate and has been at all times since, was at all times and is, in full force and effect and has not been modified, amended, varied or revoked and that no action has been taken at any time which would or might alter the effectiveness of same, as confirmed by the relevant Guarantor’s Certificate (as defined in Schedule 3);

 

2.12 the lack of bad faith and absence of fraud, coercion, duress or undue influence on the part of any of the parties to the Documents, their respective directors, employees, agents and advisers (with the exception of Dillon Eustace);

Representations and Warranties

 

2.13 the truth, accuracy and completeness at all relevant times of each of the statements of matters of fact contained in: (a) the Certificates; (b) the Minutes (as defined in Schedule 3); (c) the Statutory Declarations (as defined in Schedule 3); and (d) the other Documents; and that there was and is, were and are, no factual information or documents possessed or discoverable by persons other than ourselves of which we are not aware but should be aware of for the purposes of this opinion and/or which in any way amend or vary the terms of the Documents or in any way bear upon or are inconsistent with the Documents and/or the opinions stated herein;

 

2.14 that any representation or warranty given by any Company that it was or is not aware of or had or has no notice of any act, matter, thing or circumstance means that the same does not exist or has not occurred;

 

2.15 that the representations and warranties by any of the parties to any of the Documents (other than any representations and warranties of any Company in relation to any of the matters specifically the subject of our opinion in Part III hereof) are, and will be when made or repeated, or when deemed made or repeated, as the case may be, true and accurate in all material respects and that such representations and warranties were at all relevant times true and accurate;

Corporate power, authorisation and execution of Documents

 

2.16 that, other than any matters of which we are actually aware, no circumstances have existed or exist which would have prevented, or would prevent, the directors of any Company (the “Directors”) from authorising the entry into, execution and delivery of the Documents or from performing the obligations of the relevant Company thereunder in accordance with their duties as directors under all applicable laws;

 

2.17 that the proceedings described in the Minutes were in the case of each Company duly convened and conducted as so described; the Minutes are an accurate recording of the proceedings at those meetings; the resolutions referred to therein were passed by a qualified quorum, duly adopted, have not been revoked or varied and remain in full force and effect as confirmed by the relevant Certificate (as defined in Schedule 3) and no action has been taken which would or might alter or affect the effectiveness thereof (as to which we refer you to the Certificates);

 

2.18 that each of the Documents has been duly and validly authorised by each of the parties thereto (other than the Companies as a matter of Irish law) and that the same have been duly and validly executed, delivered and, where applicable, authenticated and/or effectuated (if applicable) by each of the parties thereto in accordance with applicable law (other than as a matter of Irish law by the Companies);

 

4

2.19 each Company had been and was incorporated and registered and was validly existing on the date of execution by it of the Transaction Documents to which it is a party;

Solvency

 

2.20 that on 5th November, 2013 and at all times since (including without limitation, on the Opinion Date): (a) no Company was, is and will be unable to pay its debts within the meaning of Section 214 of the Companies Act, 1963 (as amended) or Section 2(3) of the Companies (Amendment) Act, 1990; (b) no Company was, is and would, as a consequence of doing any act or thing which any Document contemplates, permits or requires that Company to do, be unable to pay its debts within the meaning of such Sections; (c) no receiver has been appointed in relation to any of the assets or undertaking of any Company; and (d) without prejudice to our opinion in paragraph 3.4 (as qualified by paragraphs 4.1 and 4.2), no petition for the making of an order for the appointment of an examiner or a winding-up order has been presented in relation to any Company;

 

2.21 that, in entering into the Documents and carrying out the transactions referred to therein, there was never any, and is no, intent on the part of any Company to defraud any of its creditors or to prefer any of its creditors over any other of its creditors;

Corporate Benefit

 

2.22 that, in respect of each of the Documents and each of the transactions contemplated by, referred to in, provided for or effected by the Documents:

 

  (a) each of the parties entered into the same in good faith and for the purpose of carrying on its business;

 

  (b) each of the parties entered into the same on arm’s length commercial terms;

 

  (c) each of the parties had reasonable grounds for believing that the same would benefit such party, was in its commercial interest, for its corporate benefit and, in the case of each Company, that the Directors of the relevant Company had reasonable grounds for believing that the same would benefit the relevant Company, be in its commercial interest and for its corporate benefit;

 

  (d) each of the parties is entering into the same on their own behalf and not on behalf of a third party;

Approvals and consents

 

2.23 that any consent, licence, approval or authorisation of any person which was or is required in relation to the execution and delivery of the Documents and the performance and observance of the terms thereof by the parties thereto has been obtained and any conditions attaching to any such consent, licence, approval or authorisation have been, and will continue to be, complied with by any relevant person;

 

2.24 that no Company has at any time granted, and no Company will be granting, any Liens (as defined in the Indenture) and no charge or other security interest has been, is, or will be, created by any Company pursuant to, or in connection with, the Transaction Documents or any of them;

 

5

2.25 that none of the parties to the Documents were at any time, are or will be providing or engaging in unauthorised investment business services, or investment advice for the purposes of the Investment Intermediaries Act, 1995 (as amended) (the “IIA”) or unauthorised investment services for the purposes of the European Communities (Markets in Financial Instruments) Regulations 2007, (S.I. No. 60 of 2007) (as amended) (“MiFID”), or an unauthorised payment service for the purposes of the European Communities (Payment Services) Regulations 2009 (S.I. No. 383 of 2009) (the “PSD Regulations”) by virtue of entering into the Transaction Documents and/or the transactions contemplated therein and therefore the IIA, MiFID and the PSD Regulations are not applicable;

 

2.26 that none of the parties to the Documents were, are or will be as a result of entering into the Transaction Documents and/or performing their respective obligations thereunder and/or the transactions contemplated thereby carrying on unauthorised banking business or investment or insurance business;

Transactions with Directors

 

2.27 that the Issuer, each Guarantor and any other company whose debts, obligations and/or liabilities are guaranteed or secured by the Companies (or any of them) pursuant to the Transaction Documents, constituted, constitute and will constitute at all relevant times a group of companies entitled to the benefit of the exemption from Section 31 of the Companies Act 1990 (as amended) (the “1990 Act”) contained in Section 35 of the 1990 Act;

Financial Assistance

 

2.28 that the Issuer used the proceeds of the issuance of the initial notes (as referred to in the Form S-4) solely and exclusively for the purposes of paying the cash consideration payable under the Transaction Agreement dated 28th July, 2013 between, among others, the Issuer (formerly known as Blisfont Limited) and Elan Corporation Limited (formerly Elan Corporation, public limited company) to the former holders of ordinary shares and/or American Depositary Receipts issued by Elan Corporation, public limited company (and for no other purpose whatsoever);

 

2.29 that the copies produced to us of the Resolutions (as defined in Schedule 3) were at all times and are true copies and correctly record the resolutions approved by the shareholders of each Company, that such resolutions were duly signed by or on behalf of all the shareholders of each Company and that no further resolutions of the shareholders or the board of directors (or any committee thereof) of any Company have been passed, or corporate or other action taken, which would or might alter the effectiveness thereof;

 

2.30 that, in accordance with Section 60 of the Companies Act 1963 (as amended) (“Section 60”):

 

  2.30.1 each Company appended to the relevant Resolution a copy of the relevant duly and properly signed and sworn Statutory Declaration (as defined in Schedule 3) which complies with subsection (3) and (4) of Section 60 prior to the relevant Resolution being circulated to any of the shareholders in the relevant Company for their consideration;

 

  2.30.2 each Statutory Declaration was duly sworn by all or a majority of the directors of the relevant Company in accordance with all applicable laws and that each director swearing such Statutory Declaration was a duly appointed director of the relevant Company; and

 

6

  2.30.3 the copy of each Statutory Declaration was and is a true and correct copy thereof and that no further resolutions of the shareholders of the relevant Company or its directors or any committee thereof has been passed, or corporate or other action taken, which would or might alter the effectiveness thereof;

 

  2.30.4 a copy of each Statutory Declaration and a Form G1(16) in respect of each Resolution was filed with the Registrar of Companies within the applicable statutory period;

Cross-default

 

2.31 that the execution and performance of the obligations under the Documents by each Company has not, does not and will not, and no other contracts have been entered into by any Company which would, infringe the terms of, or constitute a default under, any trust deed, debenture, agreement or other instrument or obligation or by which any property, undertaking, assets or revenues of any Company was/were or is/are bound;

Searches of public registries

 

2.32 that the information disclosed by our searches on 15th August 2014 at each of the Companies Registration Office, Judgments’ Office, Office of the Sheriff of the City of Dublin and the Central Office of the High Court in relation to each Company (the “Searches”) was then accurate and continues to be accurate as of the Opinion Date and has not since been altered and that such searches did not fail to disclose any information which had been delivered for registration but did not appear from the information available at the time of our searches;

Changes to Irish law

 

2.33 to the extent that any opinion is expressed in relation to any agreement or transaction under or in connection with any of the Documents taking place, or any other matter occurring, after the Opinion Date that:

 

  (a) the law as at the Opinion Date remains unchanged and that the assumptions and qualifications set out in this opinion continue to apply including, where relevant, with reference to the facts and circumstances then existing;

 

  (b) the form of any such agreement or transaction is not different in any respect which would be relevant for the purposes of this opinion from those entered into on or before the Opinion Date and examined by us;

 

  (c) the Certificates remain true as if given on the date on which any such agreement or transaction becomes effective or any such agreement or transaction is entered into including, where relevant, with reference to the facts and circumstances then existing; and

 

  (d) no relevant agreement or transaction is entered into between the presentation of a petition for an examination order or a winding up order in relation to any Company and the making of an order on that petition;

 

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Foreign Law

 

2.34 that the Transaction Documents were and are within the capacity and powers of each of the parties thereto (other than the Companies), were never and are not subject to avoidance by any person and have at all times constituted and will constitute legal, valid and binding obligations of each of the parties thereto enforceable under all applicable laws;

 

2.35 that there never were and are no provisions of the laws of any jurisdiction outside Ireland which would be contravened by any Company as a result of the execution or delivery of the Transaction Documents and the performance of any Company of its respective obligations thereunder and that none of the opinions expressed below will be affected by the laws (including the public policy) of any jurisdiction outside Ireland;

 

2.36 insofar as any obligation or right of a party pursuant to any of the Transaction Documents has fallen, falls or will fall to be performed or, as the case may be, exercised in any jurisdiction outside Ireland, that its performance or, as the case may be, exercise was never and will not be illegal or ineffective by virtue of the laws of that jurisdiction or in breach of exchange control regulations or other laws or directives under the laws of that jurisdiction;

 

2.37 the choice of the laws of the State of New York as the governing law of the Transaction Documents, including any non-contractual obligations arising out of or in connection therewith, was at all times and is valid as a matter of all applicable law and the submission by each Company, (a) in the Indenture (as defined in Schedule 2) to the exclusive jurisdiction of the state and federal courts sitting in the Borough of Manhattan n the County and City of New York; and (b) in the Purchase Agreement and the Registration of Rights Agreement (as those terms are defined in Schedule 2) to the exclusive jurisdiction of the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New Yorkwas at all times and is valid and binding upon each Company as a matter of all applicable laws will be upheld, recognised and given effect to by the courts of any relevant jurisdiction;

Centre of Main Interests

 

2.38 that each Company had at all relevant times, has and will have its “Centre of Main Interests” in Ireland for the purposes of Council Regulation EC No. 1346/2000 (the “Insolvency Regulation”) and that no Company did or does and no Company will have an “establishment” (being any place of operations where a company carries out a non-transitory economic activity with human means and goods as defined in Article 2 (h) of the Insolvency Regulation) outside Ireland;

The Exchange Notes

 

2.39 that a duly and property completed statutory Form B3 will be filed in due course with the Registrar of Companies with respect to notice of the place where the register of debenture holders of the Issuer shall be held;

 

2.40 that the Exchange Offer will be made and conducted in conformity with the description set out in the Form S-4 and the Exchange Notes will be issued in the form set out in the Indenture and the Registration of Rights Agreement and the Exchange Notes will conform with the descriptions and restrictions set out in the Transaction Documents and the Form S-4;

 

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2.41 that, with regard to the Exchange Notes to be issued by the Issuer in the form set out in, and in accordance with provisions of, the Indenture and the Registration of Rights Agreement, Ireland will be its home Member State for the purpose of EU Prospectus Directive (2003/73/EC) (as amended by Directive 2010/73/EU (the “2010 PD Amending Directive”)) (collectively, the “Prospectus Directive”) and that any offering memorandum, listing particulars, prospectus or equivalent documents and any other offering materials in relation to the Exchange Offer and/or the Exchange Notes will only be issued in accordance with the provisions of the Prospectus Directive and the applicable implementing provisions in Ireland;

 

2.42 that, the Exchange Notes will not be underwritten, issued, placed, offered sold or otherwise transferred, nor will any other action be taken in respect of the Exchange Offer and/or the Exchange Notes, except in accordance with the terms of the Transaction Documents and the Companies Acts 1963 – 2013 (the “Companies Acts”) which, for the avoidance of doubt, includes the Prospectus (Directive 2003/71/EC) Regulations, 2005 (S.I. No 324 of 2005) (as may be amended from time to time) and, upon being brought into force law, any implementing measure of the 2010 PD Amending Directive in Ireland and Irish Market Abuse Law (as defined in the Investment Funds, Companies and Miscellaneous Provisions Act, 2005);

 

2.43 that the Exchange Notes will have an original maturity of at least one year and all Exchange Notes shall be issued and remain at all times in minimum denominations of at least €100,000 (or an equivalent amount of foreign currency);

 

2.44 that any and all course of conduct engaged in, or any act done by the Issuer, any holder of any Exchange Notes or any other party (or any of their affiliates or any other person acting on its behalf) for the purpose of, if applicable, stabilising the price of the Exchange Notes and/or in connection with the Exchange Offer will be, or has been, engaged in or done in conformity with the Companies Acts, which for the avoidance of doubt, includes Irish Market Abuse Law (as defined in the Investment Funds, Companies and Miscellaneous Provisions Act, 2005); that the Companies Act (including Irish Market Abuse Law) will be complied with by the Issuer, any holder of any Exchange Notes and any other relevant party (and any and all of their affiliates and any other person acting on its or their behalf) in relation to the Transaction Documents, the Exchange Offer and/or the Exchange Notes; and the Issuer (and any of its affiliates and any other person acting on its behalf) will comply with the applicable requirements of the Transparency (Directive 2004/109/EC) Regulations, 2007 (S.I. 277 of 207) (as may be amended from time to time);

 

2.45 that the Exchange Notes will be issued, authenticated and effectuated (to the extent applicable) in accordance with the provisions of the Indenture and Registration of Rights Agreement and the Exchange Offer; and

 

2.46 that all opinions and intentions expressed in any offering memorandum, listing particulars, prospectus or similar document in relation to the Exchange Offer and/or the Exchange Notes will be honestly held and all statements contained therein will be true and accurate when made;

 

2.47 that any offering memorandum, listing particulars, prospectus or equivalent documents and any other offering materials in relation to the Exchange Offer and/or the Exchange Notes:

 

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2.47.1 will only be issued or caused to be issued in accordance with the Listing and Admission to Trading Rules of the Global Exchange Market of the Irish Stock Exchange (the “GEM Rules”); and

 

2.47.2 will be approved by the Irish Stock Exchange for the purposes of the GEM Rules and published in accordance with paragraphs 3.7 to 3.9 (inclusive) of the GEM Rules;

 

2.48 that “listing particulars” as defined in, and for the purposes of the GEM Rules will be approved by the Irish Stock Exchange and published in accordance with paragraphs 3.7 to 3.9 (inclusive) of the GEM Rules in connection with the Exchange Offer and the Exchange Notes;

Transaction Documents

 

2.49 that copies of the Transaction Documents provided to us are accurate and complete as of the Opinion Date, that each of those agreements is in full force and effect and has not been modified, amended, varied or revoked in any way (save that the Original Documents were supplemented on 18th December, 2013 and by the Joinder Documents) and that no action has been taken which would or might alter the effectiveness of same.

PART III

OPINION

Based on and subject to the foregoing (and subject as set out below and subject to any matters not disclosed to us) and having regard to the laws of Ireland in force as at the Opinion Date, we are of the opinion that:

Corporate powers, authorisation, execution and validity

 

3.1 each Company has been and is incorporated and registered and (based solely on the searches made on the Opinion Date against the Companies and referred to in paragraph 2.30 above) validly existing in Ireland under the Companies Acts 1963 – 2013;

 

3.2 the Issuer had, on the date of its execution of the Original Documents, the requisite corporate capacity, power and authority under its memorandum and articles of association as attached to the Issuer’s Initial Certificate to enter into the Original Documents;

 

3.3 Habsont had, on the date of its execution of the Original Documents, the requisite corporate capacity, power and authority under its memorandum and articles of association as attached to the Habsont Initial Certificate to enter into the Original Documents;

 

3.4 each Elan Guarantor had, on the date of its execution of the Joinder Documents, the requisite corporate capacity, power and authority under its memorandum and articles of association as attached to the relevant Guarantor’s Initial Certificate to exercise its rights and perform its obligations under the Joinder Documents;

 

3.5 the Original Documents were duly executed as a matter of Irish law by or on behalf of the Issuer and Habsont;

 

3.6 the Joinder Documents were duly executed as a matter of Irish law by or on behalf of each Elan Guarantor;

 

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3.7 searches made on [.] August, 2014 at the Companies Registration Office and in the Central Office of the High Court revealed no petition, order or resolution for the winding up of any Company and no petition for, and no notice of, appointment in respect of any Company of a receiver or examiner;

Please note, however, the qualifications relating to such searches in paragraphs 4.1 and 4.2 (General Matters);

 

3.8 all corporate action required of the Issuer by law or regulation in Ireland to authorise the execution and delivery by the Issuer of the Original Documents and the performance by the Issuer of its obligations thereunder has been duly taken by it and such execution, delivery and performance did not and does not result in any violation by the Issuer of (a) any existing law or regulation of Ireland applicable to it or (b) any term of the Issuer’s memorandum and articles of association as attached to either the Issuer’s Initial Certificate or the Issuer’s Certificate;

 

3.9 all corporate action required of Habsont by law or regulation in Ireland to authorise the execution and delivery by Habsont of the Original Documents and the performance by Habsont of its obligations thereunder has been duly taken by it and such execution, delivery and performance did not and does not result in any violation by Habsont of (a) any existing law or regulation of Ireland applicable to it or (b) any term of Habsont’s memorandum and articles of association as attached to Habsont Initial Certificate and as confirmed by the Habsont Certificate;

 

3.10 all corporate action required of each Elan Guarantor by law or regulation in Ireland to authorise the execution and delivery by each Elan Guarantor of the Joinder Documents and the performance by each Elan Guarantor of its obligations thereunder has been duly taken by it and such execution, delivery and performance did not and does not result in any violation by such Elan Guarantor of (a) any existing law or regulation of Ireland applicable to it or (b) any term of the relevant Elan Guarantor’s memorandum and articles of association as attached to the relevant Initial Guarantor’s Certificate and as confirmed by the relevant Guarantor’s Certificate;

 

3.11 no consents, licences, approvals, authorisations of, or registrations or filings with any governmental or other authority or agency of public bodies in Ireland are required by Irish law of: (a) the Issuer or Habsont in relation to or in connection with the execution and delivery of the Original Documents; or (b) any Elan Guarantor in relation to or in connection with the execution and delivery of the Joinder Documents other than those that have already been obtained or made, save for the filing of the Form B3 referred to in paragraph 2.37;

 

3.12 the Issuer has, on the Opinion Date, the requisite corporate capacity, power and authority under its memorandum and articles of association as attached to the Issuer’s Certificate to issue the Exchange Notes; and

 

3.13 all corporate action required of the Issuer by law or regulation in Ireland to authorise the issue by the Issuer of the Exchange Notes has been duly taken by it.

PART IV

QUALIFICATIONS

Our opinion is subject to the following qualifications:

 

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General Matters

 

4.1 the search at the Companies Registration Office referred to in paragraph 3.7 is not conclusively capable of revealing whether or not:

 

  (a) a winding up order has been made in respect of a company or a resolution passed for the winding up of a company; or

 

  (b) a receiver, examiner or liquidator has been appointed in respect of a company,

since notice of these matters might not be filed with the Registrar of Companies immediately and, when filed, might not be entered on the register of the company immediately. In addition, that search is not capable of revealing, prior to the making of the relevant order, whether or not a winding up petition or a petition for an administration order to appoint an examiner has been presented;

 

4.2 the search at the Central Office of the High Court referred to in paragraph 3.7 relates only to a compulsory winding up and is not capable of revealing conclusively whether or not a winding up petition in respect of a compulsory winding up has been presented since details of the petition may not have been entered on the records of the Central Office of the High Court immediately and the search only relates to the period of six months prior to the date when the enquiry was made;

 

4.3 the effectiveness of provisions of the Transaction Documents excusing or exculpating a party from a liability or a legal duty otherwise owed, are limited by law;

 

4.4 a determination, designation, calculation or certificate by any party to any of the Transaction Documents as to any matter provided for therein might, in certain circumstances, be held by an Irish Court not to be final, conclusive and binding (if, for example, it could be shown to have been made arbitrarily or in bad faith) notwithstanding the provisions of the relevant Transaction Document;

 

4.5 (a)

provisions providing for: (i) the acceleration of payment of principal and accrued interest (provided that such interest is not calculated on a date which falls after the date of default and therefore contains an element of future interest); and (ii) compounding of interest have not been the subject of any judicial decision and, accordingly, we cannot be sure that any particular court would (or would not) uphold such provisions;

 

  (b) any provision of the Transaction Documents providing for the payment of additional moneys consequent on the breach of any provision thereof by any person expressed to be a party thereto, whether expressed to be by way of penalty, additional interest, liquidated damages or otherwise, would be unenforceable if such provision were held to constitute a penalty and not a genuine and reasonable pre-estimate of the loss likely to be suffered as a result of the breach in question. We believe any provision for the payment of a modest increase in interest upon the happening of a default would not constitute a penalty provided the increase could in the circumstances be explained as commercially justifiable and that its dominant purpose was not to deter the paying party from breach and that it did not take effect retrospectively (we express no opinion, however, as to whether any such provision in the Transaction Documents does in fact comply with such criteria);

 

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4.6 in some circumstances an Irish court will not give effect to any provision of any of Transaction Document which provides that, in the event of any invalidity, illegality or unenforceability of any provision of such Transaction Document, the remaining provisions thereof shall not be affected or impaired, particularly if to do so would not accord with public policy or would require that the court make a new contract for the parties;

 

4.7 notwithstanding any provision in any of Transaction Document to the contrary, any such Transaction Document may be capable of being amended by oral agreement or by the conduct of the parties;

 

4.8 we express no opinion as to the enforceability in all circumstances of clauses of the Transaction Documents relating to (i) set-off; or (ii) clauses containing waivers. In addition, we do not: (i) express any opinion as to the existence of equities, rights of set-off, counterclaims, liens, charges and encumbrances which are not registrable under the Companies Act 1963 (as amended) nor in respect of any such liens, charges and encumbrances which may have been executed but not so registered. Equities which arise involuntarily include rights of set-off, liens, judgment mortgages and judicial execution process such as garnishee orders. Liens are rights which arise by operation of law in certain circumstances to allow the possessor of property which he does not own to retain possession pending the discharge of certain obligations owed to him by the owner. These include the right of a bank to retain possession of its customer’s deeds, documents, bearer or negotiable instruments or chattels in its possession until overdue indebtedness of the customer has been discharged and the right of a solicitor to retain his client’s deeds or documents until his proper charges have been paid;

 

4.9 an Irish Court may refuse to give effect to any provision of the Transaction Documents (a) for the payment of expenses in respect of the costs of enforcement (actual or contemplated) or of unsuccessful litigation brought before an Irish Court or where the Court has itself made an order for costs; (b) which would involve the enforcement of foreign revenue or penal laws; or (c) which would be inconsistent with Irish public policy;

 

4.10 where a party to a Transaction Document is vested with a discretion or may determine a matter in its opinion, Irish law may require that such discretion is exercised reasonably or that such opinion is based upon reasonable grounds;

 

4.11 in any proceedings to enforce the provisions of a Transaction Document, the Irish courts may require that the party seeking enforcement acts with reasonableness and good faith;

 

4.12 we express no view on any provision in a Transaction Document requiring written amendments and waivers of any of the provisions of such documents in so far as it suggests that oral or other modifications, amendments or waivers could not be effectively agreed upon or granted by or between the parties or implied by the course of conduct of the parties;

 

4.13 any judgment of the Irish courts for monies due under a Transaction Document may be expressed in a currency other than euro but the order may issue out of the Central Office of the Irish High Court expressed in euro by reference to the official rate of exchange prevailing on the date of issue. In addition, in a winding-up in Ireland of an Irish incorporated company, all foreign currency claims must be converted into euro for the purposes of proof. The rate of exchange to be used to convert foreign currency debts into euro for the purpose of proof in a winding-up is the spot rate (in the case of a compulsory winding-up) on the date of the winding-up order and (in the case of a voluntary winding-up) on the date of the relevant winding-up resolution;

 

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Creditors’ rights

 

4.14 the opinion set out in this opinion is subject to any limitations arising from laws relating to bankruptcy, insolvency, liquidation, administration, court protection (including without limitation examinership), receivership, re-organisation, moratoria, court schemes, preferential creditors, fraudulent preference, limitation of actions and laws of general application relating to or affecting the rights of creditors;

“Enforceable”

 

4.15 this opinion is not to be taken to imply that any obligation would necessarily be capable of enforcement or be enforced or shall be deemed to be binding in all circumstances in accordance with its terms. The term “enforceable” or “binding” as used in this opinion, means that the obligations assumed by each Company under the relevant Transaction Documents are of the type which an Irish court enforces. In particular:

 

  (a) enforcement of obligations of a party to be performed after the Opinion Date may be limited by and/or effected by prescription or lapse of time, frustration, bankruptcy, insolvency, liquidation, examinership, reorganisation and other laws of general application relating to or affecting the rights of creditors as such law may be applied in the event of the bankruptcy, insolvency, liquidation, examinership, reorganisation or other similar proceedings with respect to such party;

 

  (b) an Irish court will not necessarily grant any remedy, the availability of which is subject to equitable considerations or which is otherwise in the discretion of the court. In particular, orders for specific performance and injunctions are, in general, discretionary remedies under Irish law and specific performance is not available where damages are considered by the court to be an adequate alternative remedy;

 

  (c) claims may become barred under the general laws relating to the limitation of actions in Ireland or may be or become subject to the defence of set-off or to counterclaim;

 

  (d) where obligations are to be performed in a jurisdiction outside Ireland, they may not be enforceable or binding in Ireland to the extent that performance would be illegal under the laws, or contrary to the exchange control regulations, of the other jurisdiction;

 

  (e) the enforcement of the obligations of the parties to the Transaction Documents may be limited by the provisions of Irish law applicable to agreements held to have been frustrated by events happening after their execution and any breach of the terms thereof by the party seeking to enforce them;

 

  (f) enforcement of obligations may be invalidated by reason of fraud;

 

4.16 currency indemnities to the extent contained in the Transaction Documents may not be enforceable in all circumstances;

 

4.17 the Transaction Documents may not be valid or enforceable under Irish law to the extent that any obligation thereunder is unenforceable on account of illegality, misrepresentation or fraud or is overridden by considerations of public policy;

 

4.18 an Irish court has power to stay an action if concurrent proceedings are being brought elsewhere;

 

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4.19 we express no opinion herein as to:

 

  (a) the enforceability of the Exchange Notes and/or the Transaction Documents or the existence of any property or assets of any Company or whether the same are now or may hereafter become subject to any equities, rights or interests in favour of any other person ranking in priority to any holder of Exchange Notes or whether the same could be transferred to any other person free of such security;

 

  (b) the effectiveness of the Transaction Documents at any time following changes being made to the terms thereof by course of conduct or any waiver whether express or implied; or

 

  (c) the adequacy of the inquiry into the affairs of each Company which the Directors of that Company, in swearing the relevant Statutory Declaration, may have made for the purposes of swearing that Statutory Declaration or as to the existence or otherwise of reasonable grounds for the opinion formed by any such Director that the relevant Company, having carried out the transaction whereby the assistance was to be given, would be able to pay its debts in full as they became due;

Powers of Attorney

 

4.26 no opinion is expressed on the irrevocability of, or on the enforceability of the delegation of, any power of attorney under the Transaction Documents;

Financial Sanctions

 

4.27 if a party to the Transaction Documents or to any transfer of, or payment in respect of, any Transaction Document is controlled by or otherwise connected with a person (or is itself) resident in, incorporated in or constituted under the laws of a country which is the subject of United Nations, European Community or Irish sanctions or under the Treaty establishing the European Community, as amended, or is otherwise the target of any such sanctions, then obligations to that party under the Transaction Documents or in respect of the relevant transfer or payment may be unenforceable or void;

Effective Date of Opinion

 

4.29 this opinion is given as of the Opinion Date and we are under no obligation to notify any person of changes in Irish law or practice during the life of the transactions contemplated by the Transaction Documents.

Benefit of Opinion

This opinion is addressed to and is solely for your benefit and may not be relied on in any manner or for any purpose by any other person or entity other than as set out below. This opinion is not to be relied upon or used, transmitted to, referred to, quoted from, circulated or copied to, filed with or disclosed to any person save (i) that it may be attached as an exhibit to the Form S-4 (and, accordingly, filed with the SEC); (ii) where required by law or judicial process; (iii) that a copy of this opinion may be provided for information purposes to your auditors or your other legal advisors, but only on the basis that such persons may not rely on this opinion and no such person may provide a copy of this opinion to any other person.

 

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We consent to the use of this opinion as an exhibit to the Form S-4 and to the reference to our firm under the heading “Legal Matters” in the Form S-4. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 (as amended) of the United States of America, or the rules and regulations issued under it. Notwithstanding any other provision of this opinion, this opinion may be relied upon by Fried, Frank, Harris, Shriver & Jacobson LLP, as if it were addressed to them.

We have advised only the Companies on the matters referred to in this opinion and have neither advised nor any other person in relation same. Without prejudice to the express terms of this opinion and reliance thereon by the Issuer, the provision of this opinion is not taken as implying that we owe any duty of care to anyone other than the Companies in relation to matters referred to herein.

This opinion is given on the basis that it is governed by, and is to be construed in accordance with, current Irish law as of the Opinion Date and that any action arising out of it is to be determined by the High Court of Justice in Ireland (which shall have exclusive jurisdiction in relation thereto).

Yours faithfully,

Dillon Eustace

Solicitors

 

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SCHEDULE 1

The Companies

Part 1

Perrigo Company plc (formerly Perrigo Company Limited and, prior to that, Blisfont Limited) (the “Issuer”)

Habsont (formerly Habsont Limited) (“Habsont”)

Part 2

Elan Corporation Limited (“ECL”)

Elan Holdings Limited (“EHL”)

Elan Pharma International Limited (“EPIL”)

Elan Regulatory Holdings Limited (“ERHL”)

Elan Science Five Limited (“ESFL”)

Keavy Finance Limited (“KFL”)

The Institute of Biopharmaceutics Limited (“IBL”)

Definitions

Together, ECL, EHL, EPIL, ERHL, ESFL, KFL and IBL are referred to as the “Elan Guarantors” and each an “Elan Guarantor”.

Together, Habsont and the Elan Guarantors are referred to as the “Guarantors” and each a “Guarantor”.

Together, the Issuer and the Guarantors are referred to as the “Companies” and each a “Company”.

 

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SCHEDULE 2

The Transaction Documents

Part 1

 

1. Indenture dated 8th November, 2013, between Wells Fargo Bank, National Association, as trustee under the Indenture (the “Trustee”) and the Issuer (the “Original Indenture”).

 

2. Registration of Rights Agreement dated 8th November, 2013 between the Issuer, the Initial Guarantors (as defined therein) and Barclays Capital Inc., HSBC Securities (USA) Inc. (as representatives of the Initial Purchasers) (the “Original Registration of Rights Agreement”); and

 

3. Purchase Agreement dated 5th November, 2013 between the Issuer, the Initial Guarantors (as defined therein), Barclays Capital Inc., HSBC Securities (USA) Inc. (as representatives of the Initial Purchasers) (the “Original Purchase Agreement”),

Together referred to as the “Original Documents” and each an “Original Document”.

Part 2

 

1. Joinder Agreement dated 14th February, 2014 to the Purchase Agreement between the Elan Guarantors, Barclays Capital Inc., HSBC Securities (USA) Inc. (as representatives of the Initial Purchasers) (the “PA Joinder”);

 

2. Joinder Agreement dated 14th February, 2014 to the Registration of Rights Agreement between the Issuer, the Initial Guarantors (as defined therein), Barclays Capital Inc. and HSBC Securities (USA) Inc. (as representatives of the Initial Purchasers) and the Elan Guarantors (the “RRA Joinder”); and

 

3. Second Supplemental Indenture dated 14th February, 2014 between the Issuer, the Elan Guarantors and Wells Fargo Bank, National Association (as trustee) (the “Second Supplemental Indenture”),

Together referred to as the “Joinder Documents” and each a “Joinder Document”.

Part 3

The Original Indenture as amended, varied and/or supplemented from time to time (including without limitation by the Second Supplemental Indenture), the “Indenture”.

The Original Registration of Rights Agreement as amended, varied and/or supplemented from time to time (including without limitation by the RRA Joinder), the “Registration of Rights Agreement”.

The Original Purchase Agreement as amended, varied and/or supplemented from time to time (including without limitation by the PA Joinder), the “Purchase Agreement”.

 

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Together, the Indenture, the Registration of Rights Agreement and the Purchase Agreement are referred to as the “Transaction Documents” and each a “Transaction Document”.

 

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SCHEDULE 3

The Documents

 

1. Signed certificate of a director of the Issuer dated 8th November, 2013 (the “Issuer’s Initial Certificate”) attaching, among other things, certified true, correct and up-to-date copies of:

 

  (a) the Issuer’s memorandum and articles of association;

 

  (b) the Issuer’s certificate of incorporation and the certificate of incorporation on change of name;

 

  (c) the minutes of a meeting of the board of Directors of the Issuer held on 21st October, 2013;

 

  (d) a statutory declaration sworn by a majority of the directors of the Issuer for the purposes of Section 60 of the Companies Act 1963 (as amended) at their meeting held on 21st October, 2013 (the “Issuer Statutory Declaration”);

 

  (e) a written resolution passed by all of the shareholders at that time of the Issuer entitled to attend and vote at a general meeting of the Issuer attaching a copy of the Issuer Statutory Declaration (the “Issuer Resolution”);

 

2. Signed certificate of a director of the Issuer dated [    ] August, 2014 (the “Issuer Certificate”) attaching, among other things, certified true, correct and up-to-date copies of:

 

  (a) the Issuer’s memorandum and articles of association;

 

  (b) the Issuer’s certificate of incorporation, the certificate of incorporation on change of name and certificate of re-registration; and

 

  (c) an extract from the minutes of a meeting of the board of Directors of the Issuer held on 13th August, 2014 (the “Issuer Extract”);

 

3. Signed certificate of a director of Habsont dated 8th November, 2013 (the “Habsont Initial Certificate”) attaching, among other things, certified true, correct and up-to-date copies of:

 

  (a) Habsont’s memorandum and articles of association;

 

  (b) Habsont’s certificate of incorporation;

 

  (c) the minutes of a meeting of the board of Directors of Habsont held on 21st October, 2013;

 

  (d) a statutory declaration sworn by a majority of the directors of Habsont for the purposes of Section 60 of the Companies Act 1963 (as amended) at their meeting held on 21st October, 2013 (the “Habsont Statutory Declaration”); and

 

  (e) a written resolution passed by all of the shareholders at that time of Habsont entitled to attend and vote at a general meeting of Habsont attaching a copy of the Issuer Statutory Declaration (the “Issuer Resolution”);

 

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4. Signed certificate of a director of Habsont dated [    ] August, 2014 (the “Habsont Certificate”);

 

5. Signed certificate of a director of ECL dated 14th February, 2014 (the “ECL Initial Certificate”) attaching, among other things, certified true, correct and up-to-date copies of:

 

  (a) ECL’s memorandum and articles of association;

 

  (b) ECL’s certificate of incorporation;

 

  (c) the minutes of a meeting of the board of Directors of ECL held on 12th February, 2014;

 

  (d) a statutory declaration sworn by a majority of the directors of ECL for the purposes of Section 60 of the Companies Act 1963 (as amended) at their meeting held on 12th February, 2014 (the “ECL Statutory Declaration”); and

 

  (e) a written resolution passed by all of the shareholders at that time of ECL entitled to attend and vote at a general meeting of ECL attaching a copy of the ECL Statutory Declaration (the “ECL Resolution”);

 

6. Signed certificate of a director of ECL dated [    ] August, 2014 (the “ECL Certificate”);

 

7. Signed certificate of a director of EHL dated 14th February, 2014 (the “EHL Initial Certificate”) attaching, among other things, certified true, correct and up-to-date copies of:

 

  (a) EHL’s memorandum and articles of association;

 

  (b) EHL’s certificate of incorporation;

 

  (c) the minutes of a meeting of the board of Directors of EHL held on 12th February, 2014;

 

  (d) a statutory declaration sworn by a majority of the directors of EHL for the purposes of Section 60 of the Companies Act 1963 (as amended) at their meeting held on 12th February, 2014 (the “EHL Statutory Declaration”); and

 

  (e) a written resolution passed by all of the shareholders at that time of EHL entitled to attend and vote at a general meeting of EHL attaching a copy of the EHL Statutory Declaration (the “EHL Resolution”);

 

8. Signed certificate of a director of EHL dated [    ] August, 2014 (the “EHL Certificate”);

 

9. Signed certificate of a director of EPIL dated 14th February, 2014 (the “EPIL Initial Certificate”) attaching, among other things, certified true, correct and up-to-date copies of:

 

  (a) EPIL’s memorandum and articles of association;

 

  (b) EPIL’s certificate of incorporation;

 

  (c) the minutes of a meeting of the board of Directors of EPIL held on 12th February, 2014;

 

21

  (d) a statutory declaration sworn by a majority of the directors of EPIL for the purposes of Section 60 of the Companies Act 1963 (as amended) at their meeting held on 12th February, 2014 (the “EPIL Statutory Declaration”); and

 

  (e) a written resolution passed by all of the shareholders at that time of EPIL entitled to attend and vote at a general meeting of EPIL attaching a copy of the EPIL Statutory Declaration (the “EPIL Resolution”);

 

10. Signed certificate of a director of EPIL dated [    ] August, 2014 (the “EPIL Certificate”);

 

11. Signed certificate of a director of ERHL dated 14th February, 2014 (the “ERHL Initial Certificate”) attaching, among other things, certified true, correct and up-to-date copies of:

 

  (a) ERHL’s memorandum and articles of association;

 

  (b) ERHL’s certificate of incorporation;

 

  (c) the minutes of a meeting of the board of Directors of ERHL held on 12th February, 2014;

 

  (d) a statutory declaration sworn by a majority of the directors of ERHL for the purposes of Section 60 of the Companies Act 1963 (as amended) at their meeting held on 12th February, 2014 (the “ERHL Statutory Declaration”); and

 

  (e) a written resolution passed by all of the shareholders at that time of ERHL entitled to attend and vote at a general meeting of ERHL attaching a copy of the ERHL Statutory Declaration (the “ERHL Resolution”);

 

12. Signed certificate of a director of ERHL dated [    ] August, 2014 (the “ERHL Certificate”);

 

13. Signed certificate of a director of ESFL dated 14th February, 2014 (the “ESFL Initial Certificate”) attaching, among other things, certified true, correct and up-to-date copies of:

 

  (a) ESFL’s memorandum and articles of association;

 

  (b) ESFL’s certificate of incorporation;

 

  (c) the minutes of a meeting of the board of Directors of ESFL held on 12th February, 2014;

 

  (d) a statutory declaration sworn by a majority of the directors of ESFL for the purposes of Section 60 of the Companies Act 1963 (as amended) at their meeting held on 12th February, 2014 (the “ESFL Statutory Declaration”); and

 

  (e) a written resolution passed by all of the shareholders at that time of ESFL entitled to attend and vote at a general meeting of ESFL attaching a copy of the ESFL Statutory Declaration (the “ESFL Resolution”);

 

14. Signed certificate of a director of ESFL dated [    ] August, 2014 (the “ESFL Certificate”);

 

22

15. Signed certificate of a director of KFL dated 14th February, 2014 (the “KFL Initial Certificate”) attaching, among other things, certified true, correct and up-to-date copies of:

 

  (a) KFL’s memorandum and articles of association;

 

  (b) KFL’s certificate of incorporation;

 

  (c) the minutes of a meeting of the board of Directors of KFL held on 12th February, 2014;

 

  (d) a statutory declaration sworn by a majority of the directors of KFL for the purposes of Section 60 of the Companies Act 1963 (as amended) at their meeting held on 12th February, 2014 (the “KFL Statutory Declaration”); and

 

  (e) a written resolution passed by all of the shareholders at that time of KFL entitled to attend and vote at a general meeting of KFL attaching a copy of the KFL Statutory Declaration (the “KFL Resolution”);

 

16. Signed certificate of a director of KFL dated [    ] August, 2014 (the “KFL Certificate”);

 

17. Signed certificate of a director of IBL dated 14th February, 2014 (the “IBL Initial Certificate”) attaching, among other things, certified true, correct and up-to-date copies of:

 

  (a) IBL’s memorandum and articles of association;

 

  (b) IBL’s certificate of incorporation;

 

  (c) the minutes of a meeting of the board of Directors of IBL held on 12th February, 2014;

 

  (d) a statutory declaration sworn by a majority of the directors of IBL for the purposes of Section 60 of the Companies Act 1963 (as amended) at their meeting held on 12th February, 2014 (the “IBL Statutory Declaration”); and

 

  (e) a written resolution passed by all of the shareholders at that time of IBL entitled to attend and vote at a general meeting of IBL attaching a copy of the IBL Statutory Declaration (the “IBL Resolution”);

 

18. Signed certificate of a director of IBL dated [    ] August, 2014 (the “IBL Certificate”).

Definitions

Together, the Issuer Initial Certificate, the Issuer Certificate, the Habsont Initial Certificate, the Habsont Certificate, the ECL Initial Certificate, the ECL Certificate, the EHL Initial Certificate, the EHL Certificate, the EPIL Initial Certificate, the EPIL Certificate, the ERHL Initial Certificate, the ERHL Certificate, the ESFL Initial Certificate, the ESFL Certificate, the KFL Initial Certificate, the KFL Certificate, the IBL Initial Certificate and the IBL Certificate are referred to as the “Certificates” and each a “Certificate”.

Together, the Habsont Initial Certificate, the ECL Initial Certificate, the EHL Initial Certificate, the EPIL Initial Certificate, the ERHL Initial Certificate, the ESFL Initial Certificate, the KFL Initial Certificate and the IBL Initial Certificate are referred to as the “Guarantors’ Initial Certificates” and each a “Guarantor’s Initial Certificate”.

 

23

Together, the Habsont Certificate, the ECL Certificate, the EHL Certificate, the EPIL Certificate, the ERHL Certificate, the ESFL Certificate, the KFL Certificate and the IBL Certificate are referred to as the “Guarantors’ Certificates” and each a “Guarantor’s Certificate”.

Together, the Issuer Certificate and the Guarantors’ Certificates are referred to as the “Directors’ Certificate” and each a “Director’s Certificate”.

Together, the Issuer Minutes, the Issuer Extract, the Habsont Minutes, the ECL Minutes, the EHL Minutes, the EPIL Minutes, the ERHL Minutes, the ESFL Minutes, the KFL Minutes and the IBL Minutes are referred to as the “Minutes”.

Together, the Issuer Statutory Declaration, the Habsont Statutory Declaration, the ECL Statutory Declaration, the EHL Statutory Declaration, the EPIL Statutory Declaration, the ERHL Statutory Declaration, the ESFL Statutory Declaration, the KFL Statutory Declaration and the IBL Statutory Declaration are referred to as the “Statutory Declarations” and each a “Statutory Declaration”.

Together, the Issuer Resolution, the Habsont Resolution, the ECL Resolution, the EHL Resolution, the EPIL Resolution, the ERHL Resolution, the ESFL Resolution, the KFL Resolution and the IBL Resolution are referred to as the “Resolutions” and each a “Resolution”.

 

24

EX-5.3 74 d772859dex53.htm EX-5.3 EX-5.3

Exhibit 5.3

WARNER NORCROSS & JUDD LLP

111 Lyon Street NW

Grand Rapids, Michigan 49503

August 15, 2014

Perrigo Company plc

Treasury Building

Lower Grand Canal Street

Dublin 2

Ireland

 

  Re: Registration Statement of Perrigo Company plc

Ladies and Gentlemen:

Reference is made to the Registration Statement (the “Registration Statement”) on Form S-4 filed by Perrigo Company plc, a public limited company incorporated under the laws of Ireland (the “Company”), with the Securities and Exchange Commission (“SEC”) on August 15, 2014, in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange by the Company of $500,000,000 of its outstanding 1.30% Senior Notes due 2016, $600,000,000 of its outstanding 2.30% Senior Notes due 2018, $800,000,000 of its outstanding 4.00% Senior Notes due 2023 and $400,000,000 of its outstanding 5.30% Senior Notes due 2043, which were issued on November 8, 2013, for a like aggregate amount of the Company’s registered 1.30% Senior Notes due 2016, 2.30% Senior Notes due 2018, 4.00% Senior Notes due 2023 and 5.30% Senior Notes due 2043, which are referred to in this letter as the “Exchange Notes.”

The Exchange Notes will be issued pursuant to an Indenture, dated as of November 8, 2013, among the Company, the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (the “Trustee”) (the “Indenture”), as supplemented by a First Supplemental Indenture, dated as of December 18, 2013 (the “First Supplemental Indenture”) and a Second Supplemental Indenture dated February 14, 2013. The Exchange Notes will be guaranteed by, among others, the guarantors listed on Schedule A to this letter (each individually, an “MI Guarantor,” and collectively, the “MI Guarantors”).

In providing the opinions below, we have examined the Indenture and the First Supplemental Indenture. We have also reviewed and are relying on one or more certificates signed by the Secretary or another officer of each MI Guarantor certifying to, among other things, matters relating to the articles of incorporation, bylaws, resolutions adopted by the board of directors, the identity and incumbency of certain officers, and certain other matters with respect to each MI Guarantor (each an “Officer’s Certificate”). We have also reviewed and are relying on certain certificates issued by the Michigan Department of Licensing and Regulatory Affairs (the “Department”) on a recent date with respect to each MI Guarantor (the “Certificates”). The Indenture, the First Supplemental Indenture, the Officer’s Certificate, and the Certificates are collectively referred to in this letter as the “Documents.”

In our examination, we have assumed (a) the genuineness of all signatures, (b) the legal capacity of natural persons, (c) the authenticity of all documents submitted to us as originals, and (d) the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of those documents. As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations, warranties and statements contained in the Documents and certificates and oral or written statements and other information of or from public officials, officers or other appropriate representatives of the MI Guarantors and others, and assume compliance on the part of all parties to the Documents with their covenants and agreements contained therein.

We have further assumed that (i) each party to the Documents (other than the MI Guarantors) (x) is validly existing and in good standing in its jurisdiction of organization and (y) had or has the power and authority to enter into and perform its obligations under the Documents; (ii) each of the Documents (x) has been duly authorized, executed and delivered by each party thereto (other than the MI Guarantors) and (y) is a valid and binding obligation of each such party, enforceable against each such party in accordance with its terms; (iii) the Documents do not violate any law, rule or regulation of any relevant jurisdiction; (iv) the authorization, execution and delivery of the Documents does not and will not (a) violate the charter, by-laws or any other organizational document of any parties thereto (other than the MI Guarantors), (b) violate applicable provisions of any statute or regulation of any relevant jurisdiction applicable to any such parties, (c) violate any existing obligation of such parties under any court or administrative order, judgment or decree, or (d) violate any agreement to which any of such parties is a party; and (v) all of the parties to the Documents will comply with the Documents and with all laws applicable thereto.

Based on the above, and subject to the limitations, assumptions, and qualifications in this opinion letter, it is our opinion that:

1. Each of the MI Guarantors is validly existing as a corporation in good standing under the laws of the State of Michigan.

2. Each of the MI Guarantors has, and had as of the date of execution and delivery of the First Supplemental Indenture, the corporate power and corporate authority to execute and deliver the First Supplemental Indenture and to perform its obligations thereunder, including the guarantee of the Exchange Notes pursuant to the Indenture.

The opinions expressed above are subject to the following assumptions, limitations and qualifications:

A. We do not express an opinion as to statutes, laws, rules, or regulations other than the laws, statutes, rules, and regulations of the State of Michigan (excluding municipal or other local ordinances, codes and regulations). In addition, our opinions are limited to statutes, laws, rules, and regulations that in our experience would generally be recognized as

 

- 2 -

applying both to (1) business entities doing business in Michigan, without regard to the activities in which they are engaged, and (2) transactions of the types provided for in the Documents. For example, we do not express an opinion as to laws or regulations that require a business entity to obtain a license or meet other requirements in order to engage in certain activities. We give no opinions as to federal or state securities laws or regarding the enforceability of any Document. To the extent that any Document is governed by the laws of any jurisdiction other than Michigan, we are rendering this opinion as if the document provides for and is governed by the internal laws of the State of Michigan.

B. We have assumed that the factual statements made in each Officer’s Certificate and the statements made in the Certificates from the Department are true and correct as of the date of this opinion letter.

Our opinions are matters of professional judgment and are not a guaranty of results. We furnish this opinion solely and exclusively for your benefit in connection with the transactions provided for in the Documents and it may not be relied upon by another person or for any other purpose. The opinions expressed above are as of the date of this letter, and we do not assume an obligation to update or supplement those opinions to reflect a fact or circumstance that in the future comes to our attention or a change in law that in the future occurs or becomes effective. This letter is limited to the matters set forth in it, and no opinions are intended to be implied or may be inferred beyond those expressly stated above.

We consent to the use of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations issued under it. In addition, this opinion may be relied upon by Fried, Frank, Harris, Shriver & Jacobson LLP, as if it were addressed to them.

 

Very truly yours,
WARNER NORCROSS & JUDD LLP
By    /s/ Bruce C. Young
  Bruce C. Young, a Partner

 

- 3 -

Schedule A

MI Guarantors

 

   
Perrigo Company    Michigan
   
L. Perrigo Company    Michigan
   
Sergeant’s Pet Care Products, Inc.    Michigan
   
Perrigo Company of South Carolina, Inc.    Michigan
   
Perrigo International, Inc.    Michigan
   
Perrigo Pharmaceuticals Company    Michigan
   
Perrigo Sourcing Solutions, Inc.    Michigan
   
Perrigo Sales Corporation    Michigan
   
Perrigo Research and Development Company    Michigan
   
P2C, Inc.    Michigan
 EX-5.4 75 d772859dex54.htm EX-5.4 EX-5.4

Exhibit 5.4

Direct Line: +1(269) 686-1941

August 15, 2014

Perrigo Company plc

Treasury Building

Lower Grand Canal Street

Dublin 2, Ireland

Ladies and Gentlemen:

In my capacity as General Counsel (and not in my personal capacity) of Perrigo Company plc, a public limited company incorporated under the laws of Ireland (the “Company”) I have acted as counsel for (i) Perrigo Company of Tennessee, a Tennessee corporation (“Perrigo Tennessee”), (ii) Perrigo Florida, Inc., a Florida corporation (“Perrigo Florida”), (iii) LoradoChem, Inc., a Colorado corporation (“LoradoChem” and, together with Perrigo Tennessee and Perrigo Florida, the “Corporate Guarantors”), (iv) SPC Trademarks, LLC, a Texas limited liability company (“SPC”), and (v) Meridian Animal Health, LLC, a Nevada limited liability company (“Meridian” and, together with SPC, the “LLC Guarantors” and, together with the Corporate Gaurantors, collectively, the “Guarantors”), each a subsidiary of the Company, in connection with the Company’s offer to exchange up to $500,000,000 of its 1.30% Senior Notes due 2016 (the “2016 Exchange Notes”), $600,000,000 of its 2.30% Senior Notes due 2018 (the “2018 Exchange Notes”), $800,000,000 of its 4.00% Senior Notes due 2023 (the “2023 Exchange Notes”) and $400,00,000 of its new 5.30% Senior Notes due 2043 (the “2043 Exchange Notes” and together with the 2016 Exchange Notes, the 2018 Exchange Notes and the 2023 Exchange Notes, the “Exchange Notes”), which are being registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its 1.30% Senior Notes due 2016 (the “2016 Notes”), 2.30% Senior Notes due 2018 (the “2018 Notes”), 4.00% Senior Notes due 2023 (the “2023 Notes”) and 5.30% Senior Notes due 2043 that were issued on November 8, 2013 (the “2043 Notes” and together with the 2016 Notes, the 2018 Notes and the 2023 Notes, the “Outstanding Notes” and, together with the Exchange Notes, the “Notes”), pursuant to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August [    ], 2014 (as amended from time to time, the “Registration Statement”). Pursuant to the Indenture (as defined below) the Outstanding Notes are, and the Exchange Notes will be, fully and unconditionally guaranteed, jointly and severally, on the terms and subject to the conditions set forth in the Indenture (the “Outstanding Note Guarantees” and the “Exchange Note Guarantees”, respectively).

All capitalized terms used herein that are defined in, or by reference in, the indenture dated as of November 8, 2013 between the Company, the guarantors party thereto and Wells Fargo Bank, National Association as the trustee (the “Trustee”) relating to the Notes (as supplemented, the “Indenture”) have the meanings assigned to such terms therein or by reference therein, unless otherwise defined herein. With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on my part except to the extent otherwise expressly stated, and I express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

In connection with this opinion, I have (i) investigated such questions of law, (ii) examined originals or certified, conformed, facsimile, electronic, photostatic or reproduction copies of such agreements, instruments, documents and records of the Company and the Guarantors, such certificates of public officials and such other documents, (iii) received such information from officers and representatives of the Company, the Guarantors and others, in each case, as I have deemed necessary or appropriate for the purposes of this opinion. I have examined, among other documents, the following:

 

  (a) the Indenture;

 

  (b) the Outstanding Notes and the Outstanding Note Guarantees; and

 

  (c) the forms of Exchange Notes and the Exchange Note Guarantees.

The documents referred to in items (a) through (c) above are collectively referred to as the “Documents.”

In all such examinations, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to me as conformed, facsimile, electronic or reproduction copies. As to various questions of fact relevant to the opinions expressed herein, I have relied upon, and assume the accuracy of, any representations and warranties contained in the Documents and certificates and oral or written statements and other information of or from public officials, officers or other appropriate representatives of the Company, the Guarantors and others and assume compliance on the part of all parties to the Documents with their covenants and agreements contained therein.

To the extent it may be relevant to the opinions expressed herein, I have assumed that (i) the Exchange Notes will be duly authenticated and delivered by the Trustee in accordance with the terms of the Indenture, against receipt of the Outstanding Notes surrendered in exchange therefor, (ii) all of the parties to the Documents (other than the Guarantors) are validly existing and in good standing under the laws of their respective jurisdictions of organization and have the power and authority to (a) execute and deliver the Documents, (b) perform their obligations thereunder and (c) consummate the transactions contemplated thereby, (iii) the Documents have been duly authorized, executed and delivered by all of the parties thereto (other than the Guarantors), the execution thereof does not violate the charter, the by-laws or any other organizational document of any such parties (other than the Guarantors) or the laws of the jurisdiction of incorporation of any such parties (other than the Guarantors), and (iv) that all of the parties to the Documents will comply with such agreements and all laws applicable thereto.

Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, I am of the opinion that:

 

  1. (a) Perrigo Tennessee is a corporation validly existing and in good standing under the Tennessee Business Corporations Act.

 

       (b) Perrigo Florida is a corporation validly existing and in good standing under the Florida Business Corporations Act.

 

       (c) LoradoChem is a corporation validly existing and in good standing under the Colorado Business Corporation Act.

 

       (d) SPC is a limited liability company validly existing and in good standing under the Texas Limited Liability Company Act.

 

       (e) Meridian is a limited liability company validly existing and in good standing under the Nevada Limited Liability Company Act.

 

  2. (a) Each of the Corporate Guarantors has the requisite corporate power, and has taken all corporate action necessary to authorize it, to execute and deliver and to perform its obligations under the Exchange Note Guarantees to which it is a party.

 

       (b) Each of the LLC Guarantors has the requisite limited liability company power, and has taken all limited liability company action necessary to authorize it, to execute and deliver and to perform its obligations under the Exchange Note Guarantees to which it is a party.

 

  3. The Exchange Note Guarantees have been duly authorized by the Guarantors, and, when the Exchange Notes have been duly executed, issued and delivered in accordance with the terms of the Indenture in exchange for the Outstanding Notes, will be duly executed and delivered by the Guarantors.

The opinions set forth above are subject to the following qualifications:

(A) My opinion is subject to the following:

(i) bankruptcy, insolvency, reorganization, moratorium and other laws (or related judicial doctrines) now or hereafter in effect affecting creditors’ rights and remedies generally;

(ii) general equitable principles (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits on the availability of equitable remedies) whether such principles are considered in a proceeding in equity or at law; and

(iii) the application of any applicable fraudulent conveyance, fraudulent transfer, fraudulent obligation, or preferential transfer law or any law governing the distribution of assets of any person now or hereafter in effect affecting creditors’ rights and remedies generally.

(B) Provisions in the Exchange Note Guarantee and the Indenture that provide that the Guarantors’ liability thereunder shall not be affected by (i) actions or failures to act on the part of the recipient, the holders or the Trustee, (ii) amendments or waivers of provisions of documents governing the guaranteed obligations or (iii) other actions, events or circumstances that make more burdensome or otherwise change the obligations and liabilities of the Guarantors might not be enforceable under certain circumstances and in the event of actions that change the essential nature of the terms and conditions of the guaranteed obligations. With respect to each Guarantor, I have assumed that consideration that is sufficient to support the agreements of each Guarantor under the Documents has been received by each Guarantor.

The opinion expressed herein is limited to the laws of the States of Colorado, Florida, Nevada, Tennessee and Texas, each as currently in effect, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinions expressed herein.

The opinion expressed herein are limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. The opinion expressed herein is given as of the date of effectiveness of the Registration Statement, and I undertake no responsibility to update or supplement this letter after its delivery.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus that is included in the Registration Statement. In giving this consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Todd W. Kingma

Executive Vice President, General Counsel and Company Secretary to Perrigo Company plc

EX-12.1 76 d772859dex121.htm EX-12.1 EX-12.1

Exhibit 12.1

Perrigo Company

Ratio of Earnings to Fixed Charges

(in millions)

 

     Fiscal Year
2014		      Fiscal Year
2013		      Fiscal Year
2012		      Fiscal Year
2011		      Fiscal Year
2010		  

Earnings:

               

Income from continuing operations before income taxes

    $ 272.6       $ 607.7       $ 512.0       $ 450.6       $ 308.6   

Fixed charges

      117.1         79.2         72.6         51.3         35.5   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

Earnings

    $ 389.7       $ 686.9       $ 584.6       $ 501.9       $ 344.1   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

Fixed Charges:

               

Interest expense (1)

    $ 105.6       $ 70.0       $ 64.7       $ 44.3       $ 29.7   

Rent interest component

      11.5         9.2         7.9         7.0         5.9   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

Fixed charges

    $ 117.1       $ 79.2       $ 72.6       $ 51.3       $ 35.6   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

Ratio of Earnings to Fixed Charges

      3.3         8.7         8.1         9.8         9.7   

(1) Interest Expense on indebtedness

    $ 88.2       $ 66.5       $ 61.6       $ 42.3       $ 28.3   

Plus: Amortization of deferred financing fees and other related items

      17.4         3.5         3.1         2.0         1.4   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

Interest Expense

    $ 105.6       $ 70.0       $ 64.7       $ 44.3       $ 29.7   
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  
 EX-23.1 77 d772859dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4) and related Prospectus of Perrigo Company, plc for the registration of $2,300,000,000 aggregate principal amount of Senior Notes and to the incorporation by reference therein of our reports dated August 14, 2014, with respect to the consolidated financial statements and schedule of Perrigo Company, plc, and the effectiveness of internal control over financial reporting of Perrigo Company, plc, included in its Annual Report (Form 10-K) for the year ended June 28, 2014, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Grand Rapids, Michigan

August 15, 2014

EX-23.2 78 d772859dex232.htm EX-23.2 EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated February 12, 2013, with respect to the consolidated balance sheets of Elan Corporation, plc as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2012, and the related financial statement schedule, incorporated herein by reference, and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG

Dublin, Ireland

August 15, 2014

EX-25.1 79 d772859dex251.htm EX-25.1 EX-25.1

Exhibit 25.1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

 

 

A National Banking Association   94-1347393

(Jurisdiction of incorporation or

organization if not a U.S. national bank)

  

(I.R.S. Employer

Identification Number)

 

101 North Phillips Avenue  
Sioux Falls, South Dakota   57104
(Address of principal executive offices)   (Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

 

 

PERRIGO COMPANY PLC

(Exact name of obligor as specified in its charter)

 

 

 

Ireland   —

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

Treasury Building  
Lower Grand Canal Street Dublin 2   —
(Address of principal executive offices)   (Zip code)

 

 

1.30% Senior Notes due 2016

and Guarantees of 1.30% Senior Notes due 2016

2.30% Senior Notes due 2018

and Guarantees of 2.30% Senior Notes due 2018

4.00% Senior Notes due 2023

and Guarantees of 4.00% Senior Notes due 2023

5.30% Senior Notes due 2043

and Guarantees of 5.30% Senior Notes due 2043

(Title of the indenture securities)

 

 

 

GUARANTORS

 

Exact Name of Obligor as Specified in
its Charter

   

State or Other Jurisdiction of
Incorporation or Organization

   

I.R.S. Employer Identification
Number

   

Address of Principal Executive
Offices

Habsont Limited    Ireland    98-1143888    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Perrigo Company    Michigan    38-2799573    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
L. Perrigo Company    Michigan    38-0920980    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
PBM Nutritionals, LLC    Delaware    20-1781050    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
PBM Products, LLC    Delaware    22-3499315    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
PBM International Holdings, LLC    Delaware    20-3220989    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
PBM Foods, LLC    Delaware    54-2090916    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
PBM China Holdings, LLC    Delaware    20-3777774    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Paddock Laboratories, LLC    Delaware    27-5064915    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Perrigo New York, Inc.    Delaware    13-3785453    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Sergeant’s Pet Care Products, Inc.    Michigan    46-0970417    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Velcera, Inc.    Delaware    20-3327015    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
FidoPharmBrands, LLC    Delaware    45-4116768    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
FidoPharm, Inc.    Delaware    26-4372483    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Meridian Animal Health, LLC    Nevada    26-1878136    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Perrigo Company of South Carolina, Inc.    Michigan    58-1564758    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Perrigo International, Inc.    Michigan    38-3144353    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Perrigo API USA, Inc.    Delaware    06-1594919    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Perrigo Diabetes Care, LLC    Delaware    45-4047338    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Perrigo Pharmaceuticals Company    Michigan    20-0240361    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Perrigo Florida, Inc.    Florida    65-0336176    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
SPC Trademarks, LLC    Texas    03-0416478    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Pet Logic, L.L.C.    Delaware    00-0000000    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
LoradoChem, Inc.    Colorado    20-0912038    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland

Exact Name of Obligor as Specified in
its Charter

   

State or Other Jurisdiction of
Incorporation or Organization

   

I.R.S. Employer Identification
Number

   

Address of Principal Executive
Offices

Perrigo Sourcing Solutions, Inc.    Michigan    27-0717739    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Perrigo Sales Corporation    Michigan    38-3233149    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Perrigo Research & Development Company    Michigan    82-0541583    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
P2C, Inc.    Michigan    30-0754547    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Perrigo Company of Tennessee Inc.    Tennessee    62-0634170    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Cobrek Pharmaceuticals, Inc.    Delaware    26-2609916    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
PBM Holdings, LLC    Delaware    52-2196322    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
PBM Canada Holdings, LLC    Delaware    20-3220996    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Elan Corporation Limited    Ireland    98-0487435    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Elan Holdings Limited    Ireland    98-0112748    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Elan Pharma International Limited    Ireland    98-0551187    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Elan Regulatory Holdings Limited    Ireland    00-0000000    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Elan Science Five Limited    Ireland    00-0000000    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
Keavy Finance Limited    Ireland    00-0000000    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland
The Institute of Biopharmaceutics Limited    Ireland    00-0000000    Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland

Item 1. General Information. Furnish the following information as to the trustee:

 

  (a) Name and address of each examining or supervising authority to which it is subject.

 

       Comptroller of the Currency
       Treasury Department
       Washington, D.C.

 

       Federal Deposit Insurance Corporation
       Washington, D.C.

 

       Federal Reserve Bank of San Francisco
       San Francisco, California 94120

 

  (b) Whether it is authorized to exercise corporate trust powers.

 

       The trustee is authorized to exercise corporate trust powers.

 

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

 

Item 15. Foreign Trustee. Not applicable.

 

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

 

  Exhibit 1. A copy of the Articles of Association of the trustee as now in effect.*

 

  Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 13, 2013.**

 

  Exhibit 3. A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated November 13, 2013.**

 

  Exhibit 4. Copy of By-laws of the trustee as now in effect.***

 

  Exhibit 5. Not applicable.

 

  Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.

 

  Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

 

  Exhibit 8. Not applicable.

 

  Exhibit 9. Not applicable.

* Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3/A dated December 30, 2013 of Chase Issuance Trust, file number 333-192048.

 

** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3/A dated December 30, 2013 of Chase Issuance Trust, file number 333-192048.

 

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25.1 to the Form S-3/A dated December 30, 2013 of Chase Issuance Trust, file number 333-192048.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the city of Chicago and State of Illinois on the 15th day of August 2014.

 

WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Gregory S. Clarke

Gregory S. Clarke

Vice President

EXHIBIT 6

August 15, 2014

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

 

Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Gregory S. Clarke

Gregory S. Clarke

Vice President

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business June 30, 2014, filed in accordance with 12 U.S.C. §161 for National Banks.

 

            Dollar
Amounts In
Millions		  

ASSETS

      

Cash and balances due from depository institutions:

      

Noninterest-bearing balances and currency and coin

       $ 20,183   

Interest-bearing balances

         210,191   

Securities:

      

Held-to-maturity securities

         30,108   

Available-for-sale securities

         212,699   

Federal funds sold and securities purchased under agreements to resell:

      

Federal funds sold in domestic offices

         118   

Securities purchased under agreements to resell

         20,279   

Loans and lease financing receivables:

      

Loans and leases held for sale

         25,789   

Loans and leases, net of unearned income

      784,428      

LESS: Allowance for loan and lease losses

      11,341      

Loans and leases, net of unearned income and allowance

         773,087   

Trading Assets

         35,111   

Premises and fixed assets (including capitalized leases)

         7,503   

Other real estate owned

         4,003   

Investments in unconsolidated subsidiaries and associated companies

         760   

Direct and indirect investments in real estate ventures

         3   

Intangible assets

      

Goodwill

         21,627   

Other intangible assets

         20,078   

Other assets

         55,289   
     

 

 

  

Total assets

       $ 1,436,828   
     

 

 

  

LIABILITIES

      

Deposits:

      

In domestic offices

       $ 1,033,620   

Noninterest-bearing

      283,808      

Interest-bearing

      749,812      

In foreign offices, Edge and Agreement subsidiaries, and IBFs

         102,345   

Noninterest-bearing

      746      

Interest-bearing

      101,599      

Federal funds purchased and securities sold under agreements to repurchase:

      

Federal funds purchased in domestic offices

         14,477   

Securities sold under agreements to repurchase

         15,687   

          Dollar
Amounts In
Millions		  

Trading liabilities

         14,382   

Other borrowed money

      

(includes mortgage indebtedness and obligations under capitalized leases)

         65,797   

Subordinated notes and debentures

         19,868   

Other liabilities

         29,113   
     

 

 

  

Total liabilities

       $ 1,295,289   

EQUITY CAPITAL

      

Perpetual preferred stock and related surplus

         0   

Common stock

         519   

Surplus (exclude all surplus related to preferred stock)

         103,060   

Retained earnings

         33,449   

Accumulated other comprehensive income

         4,364   

Other equity capital components

         0   
     

 

 

  

Total bank equity capital

         141,392   

Noncontrolling (minority) interests in consolidated subsidiaries

         147   
     

 

 

  

Total equity capital

         141,539   
     

 

 

  

Total liabilities, and equity capital

       $ 1,436,828   
     

 

 

  

I, John R. Shrewsberry, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

John R. Shrewsberry

EVP & CFO          

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

John Stumpf   Directors    
Timothy Sloan      
Avid Modjtabai      
EX-99.1 80 d772859dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Letter of Transmittal

to Tender for Exchange

1.30% Senior Notes due 2016

2.30% Senior Notes due 2018

4.00% Senior Notes due 2023

5.30% Senior Notes due 2043

of

Perrigo Company plc

Pursuant to the Prospectus Dated                     , 2014

 

The exchange offer and withdrawal rights will expire at 5:00 p.m.,

New York City time, on                     , 2014, unless extended (the “expiration date”).

The exchange agent for the exchange offer is:

Wells Fargo Bank, National Association

 

By registered mail or certified

mail:

   

By regular mail or overnight

courier:

    By hand:

Wells Fargo Bank,

National Association

MAC—N9303-121

Corporate Trust Operations

P.O. Box 1517

Minneapolis, MN 55480-1517

   

Wells Fargo Bank,

National Association

MAC—N9303-121

Corporate Trust Operations

Sixth Street & Marquette Avenue

Minneapolis, MN 55479

   

Wells Fargo Bank,

National Association

Northstar East Building—

12th floor

Corporate Trust Services

608 Second Avenue South

Minneapolis, Minnesota 55402

Facsimile (eligible institutions only): (612) 667-6282

Telephone inquiries: (800) 344-5128

Delivery of this letter of transmittal to an address other than as set forth above or transmission of this letter of transmittal via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery of this letter of transmittal. Delivery of documents to The Depository Trust Company does not constitute delivery to the exchange agent.

The undersigned hereby acknowledges receipt of the prospectus, dated                     , 2014, of Perrigo Company, plc, a public limited company incorporated under the laws of Ireland (the “Issuer”), which, together with this letter of transmittal, constitute the Issuer’s offer to exchange up to $500,000,000 of its new 1.30% Senior Notes due 2016, $600,000,000 of its new 2.30% Senior Notes due 2018, $800,000,000 of its new 4.00% Senior Notes due 2023 and $400,00,000 of its new 5.30% Senior Notes due 2043 (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding 1.30% Senior Notes due 2016, 2.30% Senior Notes due 2018, 4.00% Senior Notes due 2023 and 5.30% Senior Notes due 2043 (the “outstanding notes”). Exchange notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

If you desire to exchange your outstanding notes for an equal aggregate principal amount at maturity of exchange notes, you must validly tender (and not validly withdraw) your existing notes to the exchange agent prior to the expiration date.

You must sign this letter of transmittal where indicated below. Please read the instructions set forth below carefully before completing this letter of transmittal.

You must complete this letter of transmittal if:

 

  •   you are forwarding certificates representing the Issuer’s outstanding notes with this letter; or

  •   unless an agent’s message is used, you are tendering such notes by book-entry transfer to an account maintained by the exchange agent at The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the prospectus under the heading “The Exchange Offer—Procedures for Tendering Initial Notes.”

You must complete, execute and deliver this letter of transmittal to indicate the action you desire to take with respect to the exchange offer.

If you are tendering your outstanding notes by book-entry transfer to the exchange agent’s account at DTC, you may execute the tender though the DTC Automated Tender Offer Program (“ATOP”), for which the exchange offer is eligible. DTC participants that are tendering outstanding notes pursuant to the exchange offer must transmit their acceptance through ATOP to DTC, which will edit and verify the acceptance and send an agent’s message to the exchange agent for its acceptance.

In order to properly complete this letter of transmittal, you must:

 

  •   complete the box entitled “Description of Outstanding Notes;”

 

  •   if appropriate, check and complete the boxes relating to guaranteed delivery, Special Issuance Instructions and Special Delivery Instructions;

 

  •   sign the letter of transmittal; and

 

  •   complete an IRS Form W-9 (or, if applicable, an appropriate IRS Form W-8).

If you desire to tender outstanding notes pursuant to the exchange offer and:

 

  •   certificates representing such notes are not immediately available;

 

  •   time will not permit this letter of transmittal, certificates representing such notes or other required documents to reach the exchange agent on or prior to the expiration date; or

 

  •   the procedures for book-entry transfer (including delivery of an agent’s message) cannot be completed on or prior to the expiration date, you may nevertheless tender such notes with the effect that such tender will be deemed to have been received on or prior to the expiration date if you follow the guaranteed delivery procedures described in the prospectus under “Exchange Offer—Guaranteed Delivery Procedures” are followed.

See Instruction 1 below.

Please read the entire letter of transmittal, including the instructions, and the prospectus carefully before completing this letter of transmittal or checking any box below. You must follow the instructions included with this letter of transmittal. Please direct questions and requests for assistance or for additional copies of the prospectus and this letter of transmittal, the Notice of Guaranteed Delivery and related documents to Wells Fargo Bank, National Association, at the address and telephone number set forth on the cover page of this letter of transmittal. See Instruction 11 below.

List below the outstanding notes to which this letter of transmittal relates. If the space provided is inadequate, list the certificate numbers and principal amounts at maturity on a separately executed schedule and affix the schedule to this letter of transmittal. Tenders of outstanding notes will be accepted only in principal amounts at maturity equal to $2,000 or integral multiples of $1,000 in excess thereof.

 

Description of Outstanding Notes
Name(s) and address(es) of registered holder(s)
(please fill in)		  

  Series and certificate  

number(s)*

  

  Aggregate principal  

amount at maturity

represented**

  

  Principal amount at  

maturity

tendered**

             
             
             
             
             

Total principal amount at maturity of outstanding notes

 

        

*  Need not be completed if you are delivering by book-entry transfer (see below).

**  Unless otherwise indicated in the column “Principal Amount at Maturity Tendered” and subject to the terms and conditions of the exchange offer, you will be deemed to have tendered the entire aggregate principal amount at maturity represented by each note listed above and delivered to the exchange agent. See Instruction 4.

Please read this entire letter of transmittal carefully before completing the boxes below

 

¨ Check here if you are enclosing certificates for tendered outstanding notes with this letter of transmittal.

 

¨ Check here if you are delivering tendered outstanding notes by book-entry transfer made to the account maintained by the exchange agent with DTC and complete the following:

 

Name of tendering institution:    

 

Account number with DTC:  

 

Transaction code number:  

 

 

¨ Check here and enclose a photocopy of the Notice of Guaranteed Delivery if you are delivering tendered outstanding notes pursuant to a Notice of Guaranteed Delivery previously sent to the exchange agent and complete the following:

 

Name(s) of registered holder(s):    

 

Window ticket number(s) (if any):    

 

Date of execution of the Notice of Guaranteed Delivery:    

 

Name of eligible institution that guaranteed delivery:    

 

If delivered by book-entry transfer, complete the following:
Name of tendering institution:    

 

Account number at DTC:    

 

Transaction code number:    

 

¨ Please fill in your name and address below if you are a broker-dealer and wish to receive 10 additional copies of the prospectus and 10 additional copies of any amendments or supplements thereto.

 

Name:    

 

Address:    

 

Area code and telephone number:    

 

Note: signatures must be provided below

Please read the accompanying instructions carefully

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to Perrigo Company plc, a public limited company incorporated under the laws of Ireland (the “Issuer”), the principal amount at maturity of the Issuer’s 1.30% Senior Notes due 2016, 2.30% Senior Notes due 2018, 4.00% Senior Notes due 2023 and 5.30% Senior Notes due 2043 (the “outstanding notes”) described above. Subject to, and effective upon, the acceptance for exchange of the outstanding notes tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such outstanding notes.

The undersigned hereby irrevocably constitutes and appoints the exchange agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the exchange agent also acts as the agent of the Issuer and as trustee under the indenture relating to the outstanding notes) with respect to such tendered outstanding notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the prospectus, to (1) deliver certificates representing such tendered outstanding notes, or transfer ownership of such notes, on the account books maintained by The Depository Trust Company (“DTC”), and to deliver all accompanying evidence of transfer and authenticity to, or upon the order of, the Issuer upon receipt by the exchange agent, as the undersigned’s agent, of the exchange notes to which the undersigned is entitled upon the acceptance by the Issuer of such outstanding notes for exchange pursuant to the exchange offer, (2) receive all benefits and otherwise to exercise all rights of beneficial ownership of such outstanding notes, all in accordance with the terms and conditions of the exchange offer, and (3) present such outstanding notes for transfer, and transfer such outstanding notes, on the relevant security register.

The undersigned hereby represents and warrants that the undersigned (1) owns the outstanding notes tendered and is entitled to tender such notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer the outstanding notes and to acquire exchange notes issuable upon the exchange of such tendered outstanding notes, and that, when the same are accepted for exchange, the Issuer will acquire good, marketable and unencumbered title to the tendered outstanding notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or the Issuer to be necessary or desirable to complete the sale, exchange, assignment and transfer of tendered outstanding notes or to transfer ownership of such notes on the account books maintained by DTC. The undersigned has read and agrees to all of the terms of the exchange offer, as described in the prospectus and this letter of transmittal.

The undersigned understands that tenders of the outstanding notes pursuant to any one of the procedures described in the prospectus under the caption “The Exchange Offer—Procedures for Tendering Initial Notes” and in the instructions to this letter of transmittal will, upon the Issuer’s acceptance of the outstanding notes for exchange, constitute a binding agreement between the undersigned and the Issuer in accordance with the terms and subject to the conditions of the exchange offer.

The exchange offer is subject to the conditions set forth in the prospectus under the caption “The Exchange Offer—Conditions to the Exchange Offer.” The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Issuer) as more particularly set forth in the prospectus, the Issuer may not be required to exchange any of the outstanding notes tendered by this letter of transmittal and, in such event, the outstanding notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.

Unless a box under the heading “Special Issuance Instructions” is checked, by tendering outstanding notes and executing this letter of transmittal, the undersigned hereby represents and warrants that:

(1) the undersigned or any beneficial owner of the outstanding notes is acquiring the exchange notes in the ordinary course of business of the undersigned (or such other beneficial owner);

(2) at the time of the commencement of the exchange offer, neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act;

(3) at the time of the commencement of the exchange offer, neither the undersigned nor any beneficial owner has an arrangement or understanding with any person to participate in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act;

(4) neither the undersigned nor any beneficial owner is an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Issuer (and upon request by the Issuer, the undersigned or such beneficial owner will deliver to the Issuer a legal opinion confirming it is not such an affiliate);

(5) the undersigned and each beneficial owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is participating in the exchange offer for the purpose of distributing the exchange notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “SEC”) set forth in certain no-action letters;

(6) neither the undersigned nor any beneficial owner is a broker-dealer tendering outstanding notes acquired from the Issuer or any of its affiliates for the account of such broker-dealer; and

(7) the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations.

The undersigned may, if and only if unable to make all of the representations and warranties contained in clauses (1)-(7) above, elect to have its outstanding notes registered in the shelf registration described in the Registration Rights Agreement, dated as of November 8, 2013 by and among the Issuer, the Initial Guarantors named therein, and the Initial Purchasers named therein in the form filed as an exhibit to the registration statement of which the prospectus is a part (the “Registration Rights Agreement”). Such election may be made by checking a box under “Special Issuance Instructions” below. By making such election, the undersigned agrees, as a holder of restricted securities participating in a shelf registration, to indemnify and hold harmless the Issuer and all other Electing Holders (as defined therein) and/or Market Makers of Registrable Securities (as defined therein) included in such shelf registration statement against any losses, claims, damages or liabilities under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) an untrue statement or alleged untrue statement of any material fact contained in the shelf registration statement filed with respect to such outstanding notes or the prospectus or in any amendment thereof or supplement thereto or (2) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made therein based on information relating to the undersigned furnished to the Issuer in writing by or on behalf of the undersigned expressly for use therein. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provision of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by reference to the Registration Rights Agreement.

If the undersigned is not a broker-dealer, the undersigned represents that it acquired the exchange notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of exchange notes and it has no arrangements or understandings with any person to participate in a distribution of the exchange notes. If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes, it represents that the outstanding notes were acquired as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes, however, by so

acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. If the undersigned is a broker-dealer and outstanding notes held for its own account were not acquired as a result of market-making or other trading activities, such outstanding notes cannot be exchanged pursuant to the exchange offer.

All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive the death, bankruptcy or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

Tendered outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on                     , 2014, or on such later date or time to which the Issuer may extend the exchange offer.

Unless otherwise indicated herein under the box entitled “Special Issuance Instructions” below, exchange notes, and outstanding notes not tendered or accepted for exchange, will be issued in the name of the undersigned. Similarly, unless otherwise indicated under the box entitled “Special Delivery Instructions” below, exchange notes, and outstanding notes not tendered or accepted for exchange, will be delivered to the undersigned at the address shown below the signature of the undersigned. In the case of a book-entry delivery of exchange notes, the exchange agent will credit the account maintained by DTC with any outstanding notes not tendered. The undersigned recognizes that the Issuer has no obligation pursuant to the “Special Issuance Instructions” to transfer any outstanding notes from the name of the registered holder thereof if the Issuer does not accept for exchange any of the principal amount at maturity of such outstanding notes so tendered.

The exchange notes will bear interest from the date of original issuance of the outstanding notes or, if interest has already been paid on the outstanding notes, from the date interest was most recently paid. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.

 

Please sign here

(to be completed by all tendering holders of outstanding notes)

 

This letter of transmittal must be signed by the registered holder(s) of outstanding notes exactly as their name(s) appear(s) on certificate(s) for outstanding notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this letter of transmittal, including such opinions of counsel, certifications and other information as may be required by the Issuer or the trustee for the outstanding notes to comply with the restrictions on transfer applicable to the outstanding notes. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the exchange agent of such person’s authority to so act. See Instruction 5 below. If the signature appearing below is not of the registered holder(s) of the outstanding notes, then the registered holder(s) must sign a valid power of attorney.

 

X    
X    
Signature(s) of holder(s) or authorized signatory

Dated:

    
 
Name(s):    
 
Capacity:    
 
Address:    
 
 
(Zip code)
Area code and telephone no.:    
 
Guarantee of Signature(s)
(If required—see Instructions 2 and 5 below)
 
Certain signatures must be guaranteed by a signature guarantor
 
(Name of signature guarantor guaranteeing signatures)
 
(Address (including zip code) and telephone number (including area code) of firm)
 
(Authorized signature)
 
(Printed name)
 
(Title)
Dated:                                      

 

 

 

Special Issuance Instructions

(See Instructions 4 through 7)

 

To be completed ONLY if (1) certificates for outstanding notes in a principal amount at maturity not tendered are to be issued in the name of, or exchange notes issued pursuant to the exchange offer are to be issued in the name of, someone other than the person or persons whose name(s) appear(s) within this letter of transmittal or issued to an address different from that shown in the box entitled “Description of Outstanding Notes” within this letter of transmittal, (2) outstanding notes not tendered, but represented by certificates tendered by this letter of transmittal, are to be returned by credit to an account maintained at DTC other than the account indicated above or (3) exchange notes issued pursuant to the exchange offer are to be issued by book-entry transfer to an account maintained at DTC other than the account indicated above.

 

Issue:        
  ¨       exchange notes, to:
  ¨       outstanding notes, to:

Name(s)

  

 

Address

  

 

Telephone number:  

 

 

(Tax Identification or Social Security Number)
DTC account number:  

 

Special Delivery Instructions

(See Instructions 4 Through 7)

 

To be completed ONLY if certificates for outstanding notes in a principal amount at maturity not tendered, or exchange notes, are to be sent to someone other than the person or persons whose name(s) appear(s) within this letter of transmittal to an address different from that shown in the box entitled “Description of Outstanding Notes” within this letter of transmittal.

 

Deliver:    
  ¨     exchange notes, to:
  ¨     outstanding notes, to:
Name(s)  

 

Address  

 

Telephone number:  

 

 

(Tax Identification or Social Security Number)
Is this a permanent address change? (check one box)
¨  Yes    ¨  No
 

Instructions to Letter of Transmittal

(Forming part of the terms and conditions of the exchange offer)

1.    Delivery of this letter of transmittal and outstanding notes.    This letter of transmittal is to be completed by holders of outstanding notes if certificates representing such outstanding notes are to be forwarded herewith, or, unless an agent’s message is used, if tender is to be made by book-entry transfer to the account maintained by DTC, pursuant to the procedures set forth in the prospectus under “The Exchange Offer—Procedures for Tendering Initial Notes”. For a holder to properly tender outstanding notes pursuant to the exchange offer, a properly completed and duly executed letter of transmittal (or a manually signed facsimile thereof), together with any signature guarantees and any other documents required by these Instructions, or a properly transmitted agent’s message in the case of a book entry transfer, must be received by the exchange agent at its address set forth herein on or prior to the expiration date, and either (1) certificates representing such outstanding notes must be received by the exchange agent at its address, or (2) such outstanding notes must be transferred pursuant to the procedures for book-entry transfer described in the prospectus under “The Exchange Offer—Procedures for Tendering Initial Notes” and a book-entry confirmation must be received by the exchange agent on or prior to the expiration date. A holder who desires to tender outstanding notes and who cannot comply with procedures set forth herein for tender on a timely basis or whose outstanding notes are not immediately available must comply with the guaranteed delivery procedures discussed below.

The method of delivery of this letter of transmittal, the outstanding notes and all other required documents to the exchange agent is at the election and sole risk of the holder and delivery will be deemed to be made only when actually received by the exchange agent. Instead of delivery by mail, holders should use an overnight or hand delivery service. In all cases, holders should allow for sufficient time to ensure delivery to the exchange agent before the expiration of the exchange offer and proper insurance should be obtained. Holders may request their broker, dealer, commercial bank, trust company or nominee to effect these transactions for such holder. Holders should not send any outstanding note, letter of transmittal or other required document to the Issuer.

If a holder desires to tender outstanding notes pursuant to the exchange offer and (1) certificates representing such outstanding notes are not immediately available, (2) time will not permit such holder’s letter of transmittal, certificates representing such outstanding notes or other required documents to reach the exchange agent on or prior to the expiration date, or (3) the procedures for book-entry transfer (including delivery of an agent’s message) cannot be completed on or prior to the expiration date, such holder may nevertheless tender such outstanding notes with the effect that such tender will be deemed to have been received on or prior to the expiration date if the guaranteed delivery procedures set forth in the prospectus under “The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedure” are followed. Pursuant to such procedures, (1) the tender must be made by or through an eligible guarantor institution (as defined below), (2) prior to the expiration date, the exchange agent receives from an eligible guarantor institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Issuer herewith, by facsimile transmission, mail or hand delivery and (3) the properly completed and executed letter of transmittal or facsimile thereof, with any required signature guarantees and any other documents required by the letter of transmittal, as well as the certificate(s) representing all tendered outstanding notes in proper form for transfer or confirmation of book-entry transfer of the outstanding notes into the exchange agent’s account at DTC as described in the prospectus, and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange, Inc. trading days after the expiration date.

As used herein and in the prospectus, an “eligible guarantor institution” is an “eligible guarantor institution” meeting the requirements of the registrar for the notes, which requirements include membership or participation in the Securities Transfer Agents Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the notes in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

2.    Guarantee of signatures.    Signatures on this letter of transmittal must be guaranteed by a member of or participant in STAMP, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program or by an eligible guarantor institution unless the outstanding notes tendered hereby are

tendered (1) by a registered holder of outstanding notes (or by a participant in DTC whose name appears on a security position listing as the owner of such outstanding notes) who has signed this letter of transmittal and who has not completed any of the boxes entitled “Special Issuance Instructions” or “Special Delivery Instructions,” on the letter of transmittal, or (2) for the account of an eligible guarantor institution. If the outstanding notes are registered in the name of a person other than the signer of the letter of transmittal or if outstanding notes not tendered are to be returned to, or are to be issued to the order of, a person other than the registered holder or if outstanding notes not tendered are to be sent to someone other than the registered holder, then the signature on this letter of transmittal accompanying the tendered outstanding notes must be guaranteed as described above. Beneficial owners whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender outstanding notes. See “The Exchange Offer—Procedures for Tendering Initial Notes,” in the prospectus.

3.    Withdrawal of tenders.    Tenders of outstanding notes may be withdrawn at any time on or prior to the expiration date. For a withdrawal of tendered outstanding notes to be effective, a notice of withdrawal must be received by the exchange agent on or prior to the expiration date at its address set forth on the cover of this letter of transmittal or a holder must comply with the appropriate procedures of DTC’s ATOP. Any such notice of withdrawal must be in writing and (1) specify the name of the person who tendered the outstanding notes to be withdrawn, (2) identify the outstanding notes to be withdrawn, including the certificate number(s) and principal amount of the outstanding notes, or, in the case of outstanding notes transferred by book-entry transfer, the name and number of the account at DTC to be credited, (3) be signed by the holder of such outstanding notes in the same manner as the original signature on the letter of transmittal by which such outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the outstanding notes register the transfer of the outstanding notes into the name of the person withdrawing the tender and (4) specify the name in which any such outstanding notes are to be registered, if different from that of the person depositing the outstanding notes to be withdrawn. If the outstanding notes to be withdrawn have been delivered or otherwise identified to the exchange agent, a signed notice of withdrawal is effective immediately upon written notice of such withdrawal even if physical release is not yet effected.

All questions as to the validity, form and eligibility, including time of receipt, of such withdrawal notices will be determined by the Issuer, which determination shall be final and binding on all parties. Any outstanding notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly retendered. Any outstanding notes that have been tendered but that are not accepted for exchange will be returned to the holder without cost to the holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding notes may be retendered by following one of the procedures described in the prospectus under the caption “The Exchange Offer—Procedures for Tendering Initial Notes” at any time prior to the expiration date.

Neither the Issuer, any affiliates of the Issuer, the exchange agent nor any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

4.    Partial tenders.    Tenders of outstanding notes pursuant to the exchange offer will be accepted only in principal amounts at maturity equal to $2,000 or integral multiples of $1,000 in excess thereof. If less than the entire principal amount at maturity of any outstanding notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the principal amount at maturity tendered in the last column of the box entitled “Description of Outstanding Notes” herein. The entire principal amount at maturity represented by the certificates for all outstanding notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount at maturity of all outstanding notes held by the holder is not tendered, new certificates for the principal amount at maturity of outstanding notes not tendered and exchange notes issued in exchange for any outstanding notes tendered and accepted will be sent (or, if tendered by book-entry transfer, returned by credit to the account at DTC designated herein) to the holder unless otherwise provided in the appropriate box on this letter of transmittal (see Instruction 6), as soon as practicable following the expiration date.

5.    Signature on this letter of transmittal; bond powers and endorsements; guarantee of signatures.    If this letter of transmittal is signed by the registered holder(s) of the outstanding notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of certificates without alteration, enlargement or change whatsoever. If this letter of transmittal is signed by a participant in DTC whose name is shown as the owner of the outstanding notes tendered hereby, the signature must correspond with the name shown on the security position listing the owner of the outstanding notes.

If any of the outstanding notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal.

If any tendered outstanding notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many copies of this letter of transmittal and any necessary accompanying documents as there are different names in which certificates are held.

If this letter of transmittal is signed by the holder, and the certificates for any principal amount at maturity of outstanding notes not tendered are to be issued (or if any principal amount at maturity of outstanding notes that is not tendered is to be reissued or returned) to or, if tendered by book-entry transfer, credited to the account of DTC of the registered holder, and exchange notes exchanged for outstanding notes in connection with the exchange offer are to be issued to the order of the registered holder, then the registered holder need not endorse any certificates for tendered outstanding notes nor provide a separate bond power. In any other case (including if this letter of transmittal is not signed by the registered holder), the registered holder must either properly endorse the certificates for outstanding notes tendered or transmit a separate properly completed bond power with this letter of transmittal (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on such outstanding notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of outstanding notes, exactly as the name(s) of the participant(s) appear(s) on such security position listing), with the signature on the endorsement or bond power guaranteed by a signature guarantor or an eligible guarantor institution, unless such certificates or bond powers are executed by an eligible guarantor institution, and must also be accompanied by such opinions of counsel, certifications and other information as the Issuer or the trustee for the outstanding notes may require in accordance with the restrictions on transfer applicable to the outstanding notes. See Instruction 2.

Endorsements on certificates for outstanding notes and signatures on bond powers provided in accordance with this Instruction 5 by registered holders not executing this letter of transmittal must be guaranteed by an eligible institution. See Instruction 2.

If this letter of transmittal or any certificates representing outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the exchange agent, in its sole discretion, of their authority so to act must be submitted with this letter of transmittal.

6.    Special issuance and special delivery instructions.    Tendering holders should indicate in the applicable box or boxes the name and address to which outstanding notes for principal amounts at maturity not tendered or exchange notes exchanged for outstanding notes in connection with the exchange offer are to be issued or sent, if different from the name and address of the holder signing this letter of transmittal. In the case of issuance in a different name, the taxpayer-identification number of the person named must also be indicated. Holders tendering by book-entry transfer may request that outstanding notes not exchanged be credited to such accounted maintained at DTC as such holder may designate. If no instructions are given, outstanding notes not tendered will be returned to the registered holder of the outstanding notes tendered. For holders of outstanding notes tendered by book-entry transfer, outstanding notes not tendered will be returned by crediting the account at DTC designated above.

7.    Taxpayer identification number; Form W-9 and Form W-8. U.S. persons should use the Form W-9. If you are a foreign person (or a domestic disregarded entity that has a foreign owner), do not use the Form W-9. Instead use the appropriate IRS Form W-8.

Under the U.S. federal income tax laws, payments that may be made by the Issuers with respect to the exchange notes issued pursuant to the exchange offer may be subject to backup withholding (currently at a rate of 28%). In order to avoid such backup withholding, the Issuers or the paying agent must have received a complete executed substitute or IRS Form W-9 from each tendering holder (or other payee) that is a U.S. person.

If a Form W-9 has not previously been provided, a U.S. person should complete and sign the Form W-9 included at the end of this letter of transmittal, provide the correct taxpayer identification number (“TIN”) or indicate that such holder is awaiting a TIN and certify, under penalties of perjury, that

 

  (a) the TIN provided is correct or that such holder is awaiting a TIN;

 

  (b) that the holder is not subject to backup withholding because

 

  (i) the holder is exempt from backup withholding ;

 

  (ii) the holder has not been notified by the Internal Revenue Service (the “IRS”) that the holder is subject to backup withholding as a result of a failure to report all interest or dividends ; or

 

  (iii) the IRS has notified the holder that the holder is no longer subject to backup withholding; and

 

  (c) the holder is a U.S. person (including a U.S. resident alien).

If a holder has been notified by the IRS that it is subject to backup withholding, it must cross out item (2) of Part II in the Certification box of the Form W-9, unless such holder has since been notified by the IRS that it is no longer subject to backup withholding. In general, if a holder is an individual, the TIN is the social security number of such individual. If the exchange agent or the Issuers are not provided with the correct TIN, the holder may be subject to a $50 penalty imposed by the IRS in addition to backup withholding.

The holder (other than a foreign holder, as described below,) is required to give the TIN (e.g. the social security number or employer identification number) of the person who will be the record holder of the exchange notes. If such holder has not been issued a TIN and has applied for one, or intends to apply for one in the near future, such holder should write “Applied For” in the space provided for the TIN in Part I of the Form W-9 and sign and date the Form W-9. If “Applied For” is written in Part I, the Issuers (or the paying agent under the indenture governing the exchange notes) may begin and continue backup withholding during the sixty-day period following the date of the Form W-9. In such case, if the holder furnishes the exchange agent or the Issuers with his or her TIN within sixty days after the date of the Form W-9, the Issuers (or the paying agent) shall remit such amounts withheld during the sixty-day period to the holder and no further amounts shall be withheld from payments made to the holder thereafter. However, if the holder fails to furnish the exchange agent or the Issuers with his or her TIN within such sixty-day period, the Issuers (or the paying agent) shall remit such previously withheld amounts to the IRS as backup withholding, and payments made to the record holder of the exchange notes shall be subject to backup withholding; such withheld amounts shall be remitted to the IRS as backup withholding until the holder furnishes his or her TIN to the exchange agent or the Issuers.

Certain holders (including, among others, certain holders that are not U.S. persons or U.S. resident aliens (“Exempt Holders”)) are not subject to these backup withholding and reporting requirements. To avoid erroneous backup withholding, each Exempt Holder (other than an Exempt Holder that is a foreign person (“Foreign Holder”)) who has not previously provided a Form W-9 should enter the Exempt Holder’s name, address, status and TIN on the face of the Form W-9 and check the “Exempt Payee” box in the line following the “Business name/disregarded entity name” line on the Form W-9, and sign, date and return the Form W-9 to the exchange agent with this letter of transmittal. See the enclosed Form W-9 for additional instructions. A Foreign Holder should not complete the Form W-9. In order for a Foreign Holder to qualify as an exempt recipient, such holder must have previously provided or submitted a properly completed IRS Form W-8BEN, IRS Form W-8ECI, IRS Form W-8EXP, IRS Form W-8IMY or other applicable IRS form, signed under penalties of perjury, attesting to that person’s exempt status. Such forms can be obtained from the exchange agent.

For further information concerning backup withholding and instructions for completing the Form W-9 (including how to obtain a TIN if you do not have one and how to complete the Form W-9 if the exchange notes are registered in more than one name), consult the enclosed Form W-9. Failure to submit a Form W-9 prior to the

exchange will not, by itself, cause outstanding notes to be deemed invalidly tendered for exchange, but may result in a holder being subject to backup withholding on payments made with respect to the exchange notes. Backup withholding is not an additional U.S. federal income tax. Rather, the amount of tax withheld will be allowed as a refund or credit against the U.S. tax liability of a person subject to backup withholding if the required information is timely furnished to the IRS.

All holders should consult the “Material United States Federal Income Tax Consequences” section of the prospectus.

8.    Transfer taxes.    Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes on the exchange. If, however, exchange notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of the outstanding notes in connection with the exchange offer, then the amount of any transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of the transfer taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

9.    Mutilated, lost, stolen or destroyed outstanding notes.    If any certificate representing outstanding notes has been mutilated, lost, stolen or destroyed, the holder should promptly contact the exchange agent at the address indicated above. The holder will then be instructed as to the steps that must be taken in order to replace the certificate. This letter of transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed.

10.    Irregularities.    All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of any tenders of outstanding notes pursuant to the procedures described in the prospectus and the form and validity of all documents will be determined by the Issuer, which determination shall be final and binding on all parties. The Issuer reserves the absolute right, in their sole and absolute discretion, to reject any or all tenders of any outstanding notes they determine not to be in proper form or the acceptance of which may, in the opinion of the Issuer’s counsel, be unlawful. The Issuer also reserves the absolute right, in their sole discretion subject to applicable law, to waive or amend any of the conditions of the exchange offer for all holders of outstanding notes or to waive any defects or irregularities of tender for any outstanding notes. The Issuer’s interpretations of the terms and conditions of the exchange offer (including, without limitation, the instructions in this letter of transmittal) shall be final and binding. No alternative, conditional or contingent tenders will be accepted. Unless waived, any irregularities in connection with tenders must be cured within such time as the Issuer shall determine. Each tendering holder, by execution of a letter of transmittal (or a manually signed facsimile thereof), waives any right to receive any notice of the acceptance of such tender. Tenders of such outstanding notes shall not be deemed to have been made until such irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless such holders have otherwise provided herein, promptly following the expiration date. None of the Issuer, any of its affiliates, the exchange agent or any other person will be under any duty to give notification of any defects or irregularities in such tenders or will incur any liability to holders for failure to give such notification.

11.    Requests for assistance or additional copies.    Questions relating to the procedure for tendering, as well as requests for assistance or additional copies of the prospectus, this letter of transmittal and the Notice of Guaranteed Delivery may be directed to the exchange agent at the address and telephone number set forth above. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

Important:    this letter of transmittal or a facsimile thereof (together with certificates for outstanding notes or a book-entry-confirmation and all other required documents) or a Notice of Guaranteed Delivery must be received by the exchange agent on or prior to 5:00 p.m., New York City time, on the expiration date.

To be completed by all holders that are U.S. persons (including U.S. resident aliens) who have not previously submitted a valid Form W-9. (See Instruction 7)

Print or type

See Specific Instructions on page 2.

 

Form W-9

(Rev. December 2011)

Department of the Treasury

Internal Revenue Service

   

Request for Taxpayer

Identification Number and Certification

  

Give Form to the requester. Do not
send to the IRS.

Name (as shown on your income tax return)

 

Business name/disregarded entity name, if different from above

 

Check appropriate box for
federal tax classification:

 

   ¨  

Individual/

sole proprietor

 

   ¨  

C Corporation

 

   ¨  

S Corporation

 

   ¨  

Partnership

 

   ¨  

Trust/estate

 

          

¨ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership)

 

     u                                           ¨  

Exempt
payee

 

¨ Other (see instructions)  u

 

                                            

 

Address (number, street, and apt. or suite no.)

 

City, state, and ZIP code

 

List account number(s) here (optional)

 

 

Part I    Taxpayer Identification Number (TIN)

 

Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

 

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

                  
 

Social security number

          –       –                
 
 

Employer identification number

      –                            
Part II    Certification

Under penalties of perjury, I certify that:

 

1.   The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

 

2.   I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and

 

3.   I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

 

Sign
Here		    Signature of
U.S. person  u		      Date  u

 

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

— An individual who is a U.S. citizen or U.S. resident alien,

— A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

— An estate (other than a foreign estate), or

— A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

 

 

 

 

Cat. No. 10231X

Form W-9 (Rev. 12-2011)

Form W-9 (Rev. 12-2011)

Page 2

 

 

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

— The U.S. owner of a disregarded entity and not the entity,

— The U.S. grantor or other owner of a grantor trust and not the trust, and

— The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Partnership, C Corporation, or S Corporation. Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.

Disregarded entity. Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line.

 

Form W-9 (Rev. 12-2011)

Page 3

 

 

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the “Business name/disregarded entity name,” sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

 

IF the payment is for . . .  

THEN the payment is exempt

for . . .

Interest and dividend payments   All exempt payees except for 9
Broker transactions   Exempt payees 1 through 5 and 7 through 13. Also, C corporations.
Barter exchange transactions and patronage dividends   Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000 1   Generally, exempt payees 1 through 7 2

 

1  See Form 1099-MISC, Miscellaneous Income, and its instructions.

 

2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

 

Form W-9 (Rev. 12-2011)

Page 4

 

 

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

 

For this type of account:   Give name and SSN of:
  1.     

Individual

   The individual
  2.      Two or more individuals (joint account)   The actual owner of the account or, if combined funds, the first individual on the account 1
  3.      Custodian account of a minor (Uniform Gift to Minors Act)   The minor 2
  4.     

a.   The usual revocable savings trust (grantor is also trustee)

   The grantor-trustee 1
 

b.   So-called trust account that is not a legal or valid trust under state law

   The actual owner 1
  5.      Sole proprietorship or disregarded entity owned by an individual   The owner 3
  6.      Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))   The grantor *
For this type of account:   Give name and EIN of:
  7.      Disregarded entity not owned by an individual   The owner
  8.      A valid trust, estate, or pension trust   Legal entity 4
  9.      Corporation or LLC electing corporate status on Form 8832 or Form 2553   The corporation
  10.      Association, club, religious, charitable, educational, or other tax-exempt organization   The organization
  11.      Partnership or multi-member LLC   The partnership
  12.      A broker or registered nominee   The broker or nominee
  13.      Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments   The public entity
  14.      Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))   The trust

 

1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

 

2  Circle the minor’s name and furnish the minor’s SSN.

 

3 You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.
4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.
* Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

— Protect your SSN,

— Ensure your employer is protecting your SSN, and

— Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

 

 

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

EX-99.2 81 d772859dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

Notice of Guaranteed Delivery

to Tender for Exchange

1.30% Senior Notes due 2016

2.30% Senior Notes due 2018

4.00% Senior Notes due 2023

5.30% Senior Notes due 2043

of

Perrigo Company plc

Pursuant to the Prospectus Dated                     , 2014

 

The exchange offer and withdrawal rights will expire at 5:00 p.m.,

New York City time, on                     , 2014, unless extended (the “expiration date”).

The exchange agent for the exchange offer is:

Wells Fargo Bank, National Association

 

By registered mail or certified mail:

Wells Fargo Bank,

National Association

MAC—N9303-121

Corporate Trust Operations

P.O. Box 1517

Minneapolis, MN 55480-1517

  

By regular mail or overnight courier:

Wells Fargo Bank,

National Association

MAC—N9303-121

Corporate Trust Operations

Sixth Street & Marquette Avenue
Minneapolis, MN 55479

  

By hand:

Wells Fargo Bank,

National Association

Northstar East Building—

12th floor

Corporate Trust Services

608 Second Avenue South

Minneapolis, Minnesota 55402

Facsimile (eligible institutions only): (612) 667-6282

Telephone inquiries: (800) 344-5128

This notice of guaranteed delivery, or one substantially equivalent to this form, must be used to accept the exchange offer (as defined below) if (1) certificates for the Issuer’s (as defined below) 1.30% Senior Notes due 2016, 2.30% Senior Notes due 2018, 4.00% Senior Notes due 2023 and 5.30% Senior Notes due 2043 (the “outstanding notes”) are not immediately available, (2) outstanding notes, the letter of transmittal, and all other required documents cannot be delivered to the exchange agent prior to the expiration date or (3) the procedures for delivery by book-entry transfer cannot be completed prior to the expiration date. This notice of guaranteed delivery may be transmitted by facsimile or delivered by mail, hand, or overnight courier to the exchange agent prior to the expiration date. See “The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedure” in the prospectus.

Transmission of this notice of guaranteed delivery via facsimile to a number other than as set forth above or delivery of this notice of guaranteed delivery to an address other than as set forth above will not constitute a valid delivery.

This notice of guaranteed delivery is not to be used to guarantee signatures. If an “eligible guarantor institution” is required to guarantee a signature on a letter of transmittal pursuant to the instructions therein, such signature guarantee must appear in the applicable space provided in the signature box in the letter of transmittal.

Please read the accompanying instructions carefully

Ladies and Gentlemen:

The undersigned hereby tenders to Perrigo Company plc (the “Issuer”), upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal, receipt of which is hereby acknowledged, the aggregate principal amount of outstanding notes set forth below pursuant to the guaranteed delivery procedures set forth in the prospectus under the caption “The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedure.” The undersigned hereby authorizes the exchange agent to deliver this notice of guaranteed delivery to the Issuer with respect to the outstanding notes tendered pursuant to the exchange offer.

The undersigned understands that tenders of the outstanding notes will be accepted only in principal amounts equal to $2,000 and integral multiples of $1,000 in excess thereof. The undersigned also understands that tenders of the outstanding notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. For a withdrawal of a tender of outstanding notes to be effective, it must be made in accordance with the procedures set forth in the prospectus under “The Exchange Offer—Withdrawal of Tenders.”

The undersigned understands that the exchange of any exchange notes for outstanding notes will be made only after timely receipt by the exchange agent of (1) the certificates of the tendered outstanding notes, in proper form for transfer (or a book-entry confirmation of the transfer of such outstanding notes into the exchange agent’s account at The Depository Trust Company), and (2) a letter of transmittal (or a manually signed facsimile thereof) properly completed and duly executed with any required signature guarantees, together with any other documents required by the letter of transmittal (or a properly transmitted agent’s message), within three New York Stock Exchange, Inc. trading days after the execution hereof.

All authority herein conferred or agreed to be conferred by this notice of guaranteed delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this notice of guaranteed delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

Please sign and complete

 

         
    X       Date:                                                                                                       
     
    X       Address:                                                                                                 
      Signature(s) of registered holder(s) or authorized signatory      
        Area code and telephone no.:                                                         
             
    Name(s) of registered holder(s):      
           
           
           
    Series and principal amount of outstanding notes
tendered*:		   If outstanding notes will be delivered by book-entry
transfer, provide information below:		    
           
        Name of tendering institution:                                                       
             
    Certificate no.(s) of outstanding notes (if available):   Depository account no. with DTC:                                               
             
          Transaction code number:                                                               
             
   

*  Must be in denominations of $2,000 and any integral
multiple of $1,000 in excess thereof.

        

Do not send outstanding notes with this form. Outstanding notes should be sent to the exchange agent together with a properly completed and duly executed letter of transmittal or properly transmitted agent’s message.

 

   

This notice of guaranteed delivery must be signed by the holder(s) exactly as their name(s) appear(s) on certificate(s) for outstanding notes or on a security position listing as the owner of outstanding notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:

 

Please print name(s) and address(es)

 

    
   

Name(s):

        
         
         
         
   

Capacity:

        
         
   

Address(es):

        
         
         
         
         
       
         

 

The guarantee below must be completed

 

Guarantee

(Not to be used for signature guarantee)

 

The undersigned, an “eligible guarantor institution” meeting the requirements of the registrar for the outstanding notes, which requirements include membership or participation in the Securities Transfer Agents Medallion Program, or STAMP, or such other “signature guarantee program” as may be determined by the registrar for the outstanding notes in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, hereby guarantees that the outstanding notes to be tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the prospectus under “The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedures”), and that the exchange agent will receive (a) such outstanding notes, or a book-entry confirmation of the transfer of such outstanding notes into the exchange agent’s account at The Depository Trust Company, and (b) a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent’s message, within three New York Stock Exchange trading days after the date of execution hereof.

 

The eligible guarantor institution that completes this form must communicate the guarantee to the exchange agent and must deliver the letter of transmittal, or a properly transmitted agent’s message, and outstanding notes, or a book-entry confirmation in the case of a book-entry transfer, to the exchange agent within the time period described above. Failure to do so could result in a financial loss to such eligible guarantor institution.

 

Name of firm:      
   
Authorized signature:      
   
Title:      
   
Address:      
   
Area code and telephone number:      
   
Dated:                                                             
   
EX-99.3 82 d772859dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

Letter to Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees

Perrigo Company plc

Exchange Offer for

1.30% Senior Notes due 2016

2.30% Senior Notes due 2018

4.00% Senior Notes due 2023

5.30% Senior Notes due 2043

 

The exchange offer and withdrawal rights will expire at 5:00 p.m.,

New York City time, on                     , 2014, unless extended (the “expiration date”).

                    , 2014

To Brokers, Dealers, Commercial Banks,

Trust Companies and Other Nominees:

We are offering to exchange, upon the terms and subject to the conditions set forth in the prospectus dated                     , 2014 (the “prospectus”) and the accompanying letter of transmittal (the “exchange offer”), up to $500,000,000 of our new 1.30% Senior Notes due 2016, $600,000,000 of our new 2.30% Senior Notes due 2018, $800,000,000 of our new 4.00% Senior Notes due 2023 and $400,00,000 of our new 5.30% Senior Notes due 2043 (the “exchange notes”). Each exchange note has been registered under the Securities Act of 1933, as amended (the “Securities Act”). We are offering to exchange the exchange notes for any and all of our outstanding 1.30% Senior Notes due 2016, 2.30% Senior Notes due 2018, 4.00% Senior Notes due 2023 and 5.30% Senior Notes due 2043 (the “outstanding notes”), which we issued in a private transaction that was not subject to the registration requirements of the Securities Act.

As set forth in the prospectus, the terms of the exchange notes are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes. Outstanding notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

The exchange offer is subject to certain conditions. See “The Exchange Offer—Conditions to the Exchange Offer” in the prospectus.

Enclosed herewith for your information and forwarding to your clients are copies of the following documents:

 

  1. the prospectus, dated                     , 2014;

 

  2. the letter of transmittal for your use and for the information of your clients (facsimile copies of the letter of transmittal may be used to tender outstanding notes);

 

  3. a form of letter which may be sent to your clients for whose accounts you hold outstanding notes registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the exchange offer; and

 

  4. a notice of guaranteed delivery.

Your prompt action is requested. Please note the exchange offer will expire at 5:00 p.m., New York City time, on                     , 2014, unless extended. Please furnish copies of the enclosed materials to those of your clients for whom you hold outstanding notes registered in your name or in the name of your nominee as quickly as possible.

In all cases, exchanges of outstanding notes pursuant to the exchange offer will be made only after timely receipt by the exchange agent (as defined in the prospectus) of (1) certificates representing such outstanding notes, or a book-entry confirmation (as defined in the prospectus), as the case may be, (2) the letter of transmittal (or facsimile thereof), properly completed and duly executed, or an agent’s message (as defined in the prospectus), and (c) any other required documents.

Holders who wish to tender their outstanding notes and (1) whose outstanding notes are not immediately available, (2) who cannot deliver their outstanding notes, the letter of transmittal or an agent’s message and any other documents required by the letter of transmittal to the exchange agent prior to 5:00 p.m., New York City time, on                     , 2014 (unless extended), or (3) who cannot comply with the procedures for delivery by book-entry transfer prior 5:00 p.m., New York City time, on                     , 2014 (unless extended), must tender their outstanding notes according to the guaranteed delivery procedures set forth under the caption “The Exchange Offer—Procedures for Tendering Initial Notes—Guaranteed Delivery Procedure” in the prospectus.

We are not making the exchange offer to, nor will we accept tenders from or on behalf of, holders of outstanding notes residing in any jurisdiction in which the making of the exchange offer or the acceptance of tenders would not be in compliance with the laws of such jurisdiction.

We will not make any payments to brokers, dealers or other persons for soliciting acceptances of the exchange offer. We will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients. We will pay or cause to be paid any transfer taxes payable on the transfer of outstanding notes to us, except as otherwise provided in instruction 8 of the letter of transmittal.

Questions and requests for assistance with respect to the exchange offer or for copies of the prospectus and letter of transmittal may be directed to the exchange agent at its numbers and address set forth in the prospectus.

Very truly yours,

PERRIGO COMPANY PLC

Nothing contained in this letter or in the enclosed documents shall constitute you or any other person our agent or the agent of any of our affiliates, or authorize you or any other person to make any statements or use any document on behalf of any of us in connection with the exchange offer other than the enclosed documents and the statements contained therein.

EX-99.4 83 d772859dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

Instructions to Registered Holders and DTC Participants

from Beneficial Owners of

1.30% Senior Notes due 2016

2.30% Senior Notes due 2018

4.00% Senior Notes due 2023

5.30% Senior Notes due 2043

of

Perrigo Company plc

The undersigned hereby acknowledges receipt of the prospectus, dated                     , 2014, of Perrigo Company plc, a public limited company incorporated under the laws of Ireland (the “Issuer”), and the accompanying letter of transmittal, that together constitute the Issuer’s offer to exchange up $500,000,000 of its new 1.30% Senior Notes due 2016, $600,000,000 of its new 2.30% Senior Notes due 2018, $800,000,000 of its new 4.00% Senior Notes due 2023 and $400,000,000 of its new 5.30% Senior Notes due 2043 (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all of its outstanding unregistered 1.30% Senior Notes due 2016, 2.30% Senior Notes due 2018, 4.00% Senior Notes due 2023 and 5.30% Senior Notes due 2043 (the “outstanding notes”). Outstanding notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the exchange offer with respect to the outstanding notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the prospectus and the letter of transmittal.

The aggregate face amount of the outstanding notes held by you for the account of the undersigned is (fill in amount):

$         of 1.30% Senior Notes due 2016

$         of 2.30% Senior Notes due 2018

$         of 4.00% Senior Notes due 2023

$         of 5.30% Senior Notes due 2043

With respect to the exchange offer, the undersigned hereby instructs you (check appropriate box):

 

  ¨ To tender all of the outstanding notes held by you for the account of the undersigned.

 

  ¨ To tender the following outstanding notes held by you for the account of the undersigned (insert principal amount of outstanding notes to be tendered, if any):

$         of 1.30% Senior Notes due 2016

$         of 2.30% Senior Notes due 2018

$         of 4.00% Senior Notes due 2023

$         of 5.30% Senior Notes due 2043

 

  ¨ not to tender any outstanding notes held by you for the account of the undersigned.

If the undersigned instructs you to tender outstanding notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties and agreements contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that:

(1) the undersigned or any beneficial owner of the outstanding notes is acquiring the exchange notes in the ordinary course of business of the undersigned (or such other beneficial owner);

(2) at the time of the commencement of the exchange offer, neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act;

(3) at the time of the commencement of the exchange offer, neither the undersigned nor any beneficial owner has an arrangement or understanding with any person to participate in a distribution, within the meaning of the Securities Act, of the exchange notes in violation of the Securities Act;

(4) neither the undersigned nor any beneficial owner is an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Issuer (and upon request by the Issuer, the undersigned or such beneficial owner will deliver to the Issuer a legal opinion confirming it is not such an affiliate);

(5) the undersigned and each beneficial owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or is participating in the exchange offer for the purpose of distributing the exchange notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the “SEC”) set forth in certain no-action letters;

(6) neither the undersigned nor any beneficial owner is a broker-dealer tendering outstanding notes acquired from the Issuer or any of its affiliates for the account of such broker-dealer; and

(7) the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations.

The undersigned acknowledges that if an executed copy of this letter of transmittal is returned, the entire principal amount of outstanding notes held for the undersigned’s account will be tendered unless otherwise specified above.

The undersigned hereby represents and warrants that the undersigned (1) owns the outstanding notes tendered and is entitled to tender such notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer the outstanding notes and to acquire exchange notes issuable upon the exchange of such tendered outstanding notes, and that, when the same are accepted for exchange, the Issuer will acquire good, marketable and unencumbered title to the tendered outstanding notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind.

Sign here

 

Name of beneficial owner(s) (please print):    

Signature(s):

    

Address:

    
Telephone number:    
Taxpayer Identification Number or Social Security Number:    

Date:

    
 EX-99.5 84 d772859dex995.htm EX-99.5 EX-99.5

Exhibit 99.5

Letter to Clients

Perrigo Company plc

Exchange Offer for

1.30% Senior Notes due 2016

2.30% Senior Notes due 2018

4.00% Senior Notes due 2023

5.30% Senior Notes due 2043

 

The exchange offer and withdrawal rights will expire at 5:00 p.m.,

New York City time, on                     , 2014 unless extended (the “expiration date”).

                    , 2014

To our Clients:

Enclosed for your consideration is a prospectus dated                     , 2014 (the “prospectus”) and the accompanying letter of transmittal (the “exchange offer”) relating to the offer by Perrigo Company plc, a public limited company incorporated under the laws of Ireland (the “Issuer”), to exchange up to $500,000,000 of its new 1.30% Senior Notes due 2016, $600,000,000 of its new 2.30% Senior Notes due 2018, $800,000,000 of its new 4.00% Senior Notes due 2023 and $400,00,000 of its new 5.30% Senior Notes due 2043 (the “exchange notes”). Each exchange note has been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer is offering to exchange the exchange notes for any and all of their outstanding 1.30% Senior Notes due 2016, 2.30% Senior Notes due 2018, 4.00% Senior Notes due 2023 and 5.30% Senior Notes due 2043 (the “outstanding notes”), which they issued in a private transaction that was not subject to the registration requirements of the Securities Act.

As set forth in the prospectus, the terms of the exchange notes are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes. Outstanding notes may be tendered in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

We are forwarding the enclosed material to you as the beneficial owner of outstanding notes held by us for your account or benefit but not registered in your name. Only we may tender outstanding notes in the exchange offer as the registered holder, if you so instruct us. Therefore, the Issuer urges beneficial owners of outstanding notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such holder promptly if they wish to exchange outstanding notes in the exchange offer.

Accordingly, we request instructions as to whether you wish us to exchange any or all outstanding notes held by us for your account or benefit pursuant to the terms and conditions set forth in the prospectus and the letter of transmittal. We urge you to read carefully the prospectus and the letter of transmittal before instructing us to exchange your outstanding notes.

You should forward instructions to us as promptly as possible in order to permit us to exchange outstanding notes on your behalf before the exchange offer expires at 5:00 p.m., New York City time, on                     , 2014, unless extended. A tender of outstanding notes may be withdrawn at any time prior to the expiration time, which is 5:00 p.m., New York City time, on                     , 2014, or the latest time to which the exchange offer is extended.

We call your attention to the following:

(1) The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2014, unless extended. Outstanding notes may be withdrawn, subject to the procedures described in the prospectus, at any time prior to 5:00 p.m., New York City time, on the expiration date.

(2) The exchange offer is for the exchange of $2,000 principal amount of exchange notes, and integral multiples of $1,000 in excess thereof, for each $2,000 principal amount of outstanding notes, and integral multiples of $1,000 in excess thereof. An aggregate principal amount of $2,300,000,000 of outstanding notes was outstanding as of the date of the prospectus.

(3) The exchange offer is subject to certain conditions. See “The Exchange Offer—Conditions to the Exchange Offer” in the prospectus.

(4) The Issuer has agreed to pay certain of the expenses of the exchange offer. It will pay any transfer taxes incident to the transfer of outstanding notes from the tendering holder to the Issuer, except as provided in the prospectus and the letter of transmittal. See “The Exchange Offer—Fees and Expenses” in the prospectus and instruction 8 of the letter of transmittal.

(5) Based on an interpretation of the Securities Act by the staff of the Securities and Exchange Commission, the Issuer believes that the exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:

 

  (a) You are acquiring the exchange notes in the ordinary course of your business;

 

  (b) You are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the exchange notes;

 

  (c) You are not an “affiliate” of the Issuer; and

 

  (d) You are not a broker-dealer that acquired any of its outstanding notes directly from the Issuer or any of its affiliates.

The Issuer is not making the exchange offer to, nor will it accept tenders from or on behalf of, holders of outstanding notes residing in any jurisdiction in which the making of the exchange offer or the acceptance of tenders would not be in compliance with the laws of such jurisdiction.

If you wish us to tender any or all of your outstanding notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the attached instruction form entitled “Instruction to Registered Holders and DTC Participants From Beneficial Owners of 1.30% Senior Notes due 2016, 2.30% Senior Notes due 2018, 4.00% Senior Notes due 2023 and 5.30% Senior Notes due 2043.”

The accompanying letter of transmittal is furnished to you for informational purposes only and may not be used by you to exchange outstanding notes held by us and registered in our name for your account or benefit.

Instructions

The undersigned acknowledge(s) receipt of your letter and the material enclosed with and referred to in your letter relating to the exchange offer of the Issuer.

This will instruct you to tender for exchange the aggregate principal amount of outstanding notes indicated below (or, if no aggregate principal amount is indicated below, all outstanding notes) held by you for the account or benefit of the undersigned, pursuant to the terms and conditions set forth in the prospectus and the letter of transmittal.

 

 

Aggregate principal amount of outstanding notes to be tendered for exchange:*

$         of 1.30% Senior Notes due 2016

$         of 2.30% Senior Notes due 2018

$         of 4.00% Senior Notes due 2023

$         of 5.30% Senior Notes due 2043

 

 

 

* I (we) understand that if I (we) sign this instruction form without indicating an aggregate principal amount of outstanding notes in the space above, all outstanding notes held by you for my (our) account will be tendered for exchange.

 

       
Signature(s)    
   
       
Name(s) (please print)    
   
       
Taxpayer Identification or Social Security Number(s)    
   
     
Capacity (full title), if signing in a fiduciary or
representative capacity		    
   
     
Telephone (include area code)    
   
     
   
     
   
     
Address (include zip code)    
   
     
Date    
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