EX-3.47 68 d46094a1exv3w47.htm CERTIFICATE OF INCORPORATION OF ADAMAR OF NEW JERSEY, INC. exv3w47
 

EXHIBIT 3.47
STATE OF NEW JERSEY
DEPARTMENT OF TREASURY
SHORT FORM STANDING
ADAMAR OF NEW JERSEY, INC.
0100072094
With the Previous or Alternate Name

TROPICANA CASINO AND RESORT (Alternate Name)
I, the Treasurer of the State of New Jersey, do hereby certify that the above-named New Jersey Domestic Profit Corporation was registered by this office on September 28,1978.
As of the date of this certificate, said business continues as an active business in good standing in the State of New Jersey, and its Annual Reports are current.
I further certify that the registered agent and registered office are:
Corporation Trust Company
820 Bear Tavern Road
West Trenton, NJ 08628 0000
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CERTIFICATE
OF
INCORPORATION
OF
NEW JERSEY, INC.
OF
ADAMAR OF NEW JERSEY, INC.
Organized under the laws of the
STATE OF NEW JERSEY

 


 

CERTIFICATE OF INCORPORATION
OF
ADAMAR OF NEW JERSEY, INC.
* * * * *
To:   The Secretary of State
State of New Jersey
                    THE UNDERSIGNED, of the age of eighteen years or over, for the purpose of forming a corporation pursuant to the provisions of Title 14A, Corporations, General, of the New Jersey Statutes, do hereby execute the following Certificate of Incorporations:
 
 
                     FIRST:   The name of the corporation is
ADAMAR OF NEW JERSEY, INC.
 
                     SECOND:   The purpose or purposes for which the corporation is organized are:
 
                    To engage in any activity within the lawful business purposes for which corporations may be organized under the New Jersey Business Corporation Act.

 


 

     To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.
     To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.
     To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trade-marks and trade names, relating to or useful in connection with any business of this corporation.
     To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporations, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or

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by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.
     To borrow or raise moneys for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge, or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.
     To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets, or any interest therein, wherever situated.

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     In general, to carry on any other business in connection with the foregoing, and to have and exercise all the powers conferred by Title 14A, Corporations, General, Revised Statutes of New Jersey, and to do any or all of the things hereinbefore set forth to the same extent is natural persons might or could do, and in any part of the world.
     The foregoing clauses shall be construed with as objects and powers and, except where otherwise expressed, such objects and powers shall be in nowise limited or restricted by reference to or inference from the terms of any other clause in this certificate of incorporation, but the objects and powers so specified shall be regarded as independent objects and powers, and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of the corporation.
     THIRD: The aggregate number of shares which the corporation shall have authority to issue is one hundred (100) shares without par value.
     FOURTH: The address of the corporation’s initial registered office is 28 West State Street, Tranton, New Jersey 08608, and the name of the corporation’s initial registered agent at such address is The Corporation Trust Company.
     FIFTH: The number of directors constituting the initial board of directors shall be three (3) and the names and addresses of the directors are [ILLEGIBLE] as follows:

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NAMES   ADDRESSES
M. William Isbell
  3838 East Van Buren
 
  Phoenix, Arizona 85008
 
   
C. V. Willoughby
  3838 East Van Buren
 
  Phoenix, Arizona 85008
 
   
Thomas E. Martin
  3838 East Van Buren
 
  Phoenix, Arizona 85008
     SIXTH: The names and addresses of the incorporators are as follows:
     
NAMES   ADDRESSES
EDMOND STACK
  277 Park Avenue
 
  New York, New York 10017
 
THOMAS B. WARD
  277 Park Avenue
 
  New York, New York 10017
     IN WITNESS WHEREOF, we, the incorporators of the above named corporation, have hereunto signed this Certificate of Incorporation on the 28th day of September, 1978.
         
 
  /s/ Edmond Stack
 
Edmond Stack
   
         
 
  /s/ Thomas B. Ward
 
Thomas B. Ward
   

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