EX-3.(III) 2 d678101dex3iii.htm EX-3.(III) EX-3.(iii)

Exhibit 3(iii)

 

 

Delaware

   PAGE 1        
  The First State   

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “HAWK ACQUISITION INTERMEDIATE CORPORATION II” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF INCORPORATION, FILED THE EIGHTH DAY OF FEBRUARY, A.D. 2013, AT 3:33 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, “HAWK ACQUISITION INTERMEDIATE CORPORATION II”.

 

 

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    Jeffrey W. Bullock, Secretary of State
    5286696    8100H     AUTHENTICATION:   0465743

 

    130679483

   

 

DATE:

 

 

05-29-13

You may verify this certificate online at corp.delaware.gov/authver.shtml    


  

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:37 PM 02/08/2013

FILED 03:33 PM 02/08/2013

SRV 130150655 – 5286696 FILE

CERTIFICATE OF INCORPORATION

OF

HAWK ACQUISITION INTERMEDIATE CORPORATION II

ARTICLE ONE

The name of the corporation is Hawk Acquisition Intermediate Corporation II (hereinafter called the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the state of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808, in the County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOUR

The total number of shares which the Corporation shall have the authority to issue is One Thousand Shares (1,000), all of which shall be shares of Common Stock, with a par value of One Cent ($0.01) per share.

ARTICLE FIVE

The name and mailing address of the incorporator is as follows:

 

Name

  

Address

David N. Britsch   

c/o Kirkland & Ellis LLP

601 Lexington Avenue, 39th Floor

New York, NY 10022

ARTICLE SIX

The directors shall have the power to adopt, amend or repeal By-Laws, except as may be otherwise be provided in the By-Laws.

ARTICLE SEVEN

The Corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.


ARTICLE EIGHT

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE EIGHT shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE NINE

The Corporation reserves the right to amend or repeal any provisions contained in this Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders and directors are granted subject to such reservation.

I, the undersigned, being the sole incorporator hereinbefore named, for the purpose of forming a corporation in pursuance of the General Corporation Law of the State of Delaware, do make and file this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 8th day of February, 2013.

 

By:  

/s/ David N. Britsch

  David N. Britsch, Sole Incorporator