EX-3.34 35 dex334.htm SECOND RESTATED CERTIFICATE OF INCORPORATION OF IPG TECHNOLOGIES INC. Second Restated Certificate of Incorporation of IPG Technologies Inc.

Exhibit 3.34

 

SECOND RESTATED CERTIFICATE OF INCORPORATION OF

IPG TECHNOLOGIES INC.

 

IPG Technologies Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:

 

1. The name of the Corporation is IPG Technologies Inc, The Corporation was originally incorporated under the name of Intertape Proprietary Holdings Inc., and its original certificate of incorporation was filed with the Secretary of State of the State of Delaware on November 30, 1999.

 

2. The Corporation has not received any payment for any of its stock.

 

3. This Second Restated Certificate of Incorporation restates and integrates and further amends the Certificate of Incorporation of the Corporation as in effect (the “Certificate of Incorporation”), and has been duly adopted in accordance with Sections 241 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”).

 

4. The text of the Certificate of Incorporation is hereby restated and integrated and further amended to read in its entirety as set forth on Exhibit A attached hereto and incorporated herein by this reference.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed and acknowledged in accordance with Section 103 of the DGCL this 20th day of December, 2000.

 

IPG TECHNOLOGIES INC.
By:  

/s/ Alexi M. Poretz


Name:   Alexi M. Poretz
Title:   Sole Incorporator


EXHIBIT A

 

CERTIFICATE OF INCORPORATION

 

OF

 

IPG TECHNOLOGIES INC.

 

FIRST: The name of the corporation (hereinafter, the “Corporation”) is IPG Technologies Inc.

 

SECOND: The address of the registered office of the Corporation in The State of Delaware is 2711 Centerville Road, Suite 400, 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 of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

 

FOURTH: The total. number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares, all of which shall be designated Common Stock, par value one cent ($0.01) per share.

 

FIFTH: The name and the mailing address of the incorporator are as follows:

 

Name    Mailing Address
Alexi M. Poretz    c/o. Morgan, Lewis & Bockius LLP
     101 Park Avenue
     New York, NY 10178

 

SIXTH: The Board of Directors is expressly authorized to adopt, amend or repeal the By-laws of the Corporation, subject to the reserved power of the stockholders to amend and repeal any By-Laws adopted by the Board of Directors.

 

SEVENTH: Unless and except to the extent required by the By-Laws, the election of directors of the Corporation need not be by written ballot.

 

EIGHTH: 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 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 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

 

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court directs. If a majority in number representing three-fourth in value of the creditors or class of creditors, and/or of the stockholders or class or stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a 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.

 

NINTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the General Corporation Law of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws.

 

TENTH: No person who is or was a director of the Corporation shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a director unless, and only to the extent that, such director is liable (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) under Section 174 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to, repeal or adoption of any provision of this Certificate of Incorporation inconsistent with this article shall apply to or have any effect on 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, repeal, or adoption of an inconsistent provision,

 

ELEVENTH: Each person who at any time is or shall have been a director, officer, employee or agent of the Corporation and is threatened to be or is made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he 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, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit or proceeding to the fullest extent authorized under Section 145 of the General Corporation Law of the State of Delaware. The foregoing right of indemnification shall in no way be exclusive of any other rights of indemnification to which such director, officer, employee or agent may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors, or otherwise.

 

TWELFTH: Any and all right, title, interest and claim in or to any dividends declared by the Corporation, whether in cash, stock or otherwise, which are unclaimed by the stockholder entitled thereto for a period of six (6) years after the close of business on the payment date, shall be and be deemed to be extinguished and abandoned, and such unclaimed dividends in the possession of the Corporation, its transfer agents or other agents or depositaries, shall at such time became the absolute property of the Corporation, free and clear of any and all claims of any persons whatsoever.

 

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THIRTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute. All rights at any time conferred upon the stockholders of the Corporation by this Certificate of incorporation are granted subject to the foregoing reservation.

 

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