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- S-4 Registration of securities issued in business combination transactions
- 3.1 CHC Helicopter S.a., Articles of Association
- 3.2 6922767 Holding S.ar.l. Articles of Association
- 3.3 Capital Aviation Services B.V. Amended Articles of Association
- 3.4 CHC Capital (Barbados) Limited, Certificate of Incorporation
- 3.5 CHC Capital (Barbados) Limited, Bylaws
- 3.6 CHC Den Helder B.V., Amended Articles of Association
- 3.7 CHC Global Operations (2008) Inc., Certificate of Incorporation
- 3.8 CHC Global Operations (2008) Inc., Bylaws
- 3.9 CHC Global Operations International Inc., Certificate of Incorporation
- 3.10 CHC Global Operations International Inc., Bylaws
- 3.11 CHC Helicopter Holding S.a R.L, Articles of Association
- 3.12 CHC Helicopters (Barbados) Limited, Amended Articles of Incorporation
- 3.13 CHC Helicopters (Barbados) Limited, Bylaws
- 3.14 CHC Holding NL B.V., Deed of Incorporation
- 3.15 CHC Holding (Uk) Limited, Certificate of Incorporation
- 3.16 CHC Holding (Uk) Limited, Amended Memorandum of Association
- 3.17 CHC Hoofddorp B.V., Deed of Incorporation
- 3.18 CHC Netherlands B.V., Amended Articles of Association
- 3.19 CHC Norway Acquisition Co. As, Certificate of Registration
- 3.20 CHC Norway Acquisition Co. As, Articles of Association
- 3.21 CHC Sweden Ab, Certificate of Registration
- 3.22 CHC Sweden Ab, Articles of Association and Rules of Procedure
- 3.23 Helicopter Services Group As, Articles of Association
- 3.24 Helicopter Services Group As, Certificate of Registration
- 3.25 Helikopter Service As, Certificate of Registration
- 3.26 Helikopter Service As, Articles of Association
- 3.27 Heli-one Canada Inc., Certificate of Amalgamation
- 3.28 Heli-one Canada Inc., Bylaws
- 3.29 Heli-one Defence B.V., Amended Articles of Association
- 3.30 Heli-one Holdings (Uk) Limited, Certificate of Incorporation
- 3.31 Heli-one Holdings (Uk) LTD, Memorandum of Association & Articles of Association
- 3.32 Heli-one (Europe) As, Amended Articles of Association
- 3.33 Heli-one (Europe) As, Certificate of Registration
- 3.34 Heli-one Leasing Inc., Certificate of Incorporation
- 3.35 Heli-one Leasing Inc., Bylaws
- 3.36 Heli-one Leasing (Norway) As, Amended Articles of Association
- 3.37 Heli-one Leasing (Norway) As, Certificate of Registration
- 3.38 Heli-one (Norway) As, Amended Articles of Association
- 3.39 Heli-one (Norway) As, Certificate of Registration
- 3.40 Heli-one (Netherlands) B.V., Amended Articles of Association
- 3.41 Heli-one (Uk) Limited, Amended Certificate of Incorporation
- 3.42 Heli-one (Uk) Limited, Amended Articles of Association
- 3.43 Heli-one (Us) Inc., Certificate of Incorporation
- 3.44 Heli-one (Us) Inc., Bylaws
- 3.45 Heli-one USA Inc., Amended Articles of Incorporation
- 3.46 Heli-one USA Inc., Bylaws
- 3.47 Heliworld Leasing Limited, Certificate of Incorporation
- 3.48 Heliworld Leasing Limited, Memorandum of Association and Articles of Association
- 3.49 CHC Leasing (Ireland) Limited, Certificate of Incorporation
- 3.50 CHC Leasing (Ireland) Limited, Memo of Association and Articles of Association
- 3.51 Integra Leasing As, Articles of Association
- 3.52 Integra Leasing As, Certificate of Registration
- 3.53 Lloyd Bass Strait Helicopters Pty. LTD.
- 3.54 Lloyd Bass Strait Helicopters Pty. LTD., Constitution
- 3.55 Lloyd Helicopters International Pty. LTD. Indenture
- 3.56 Lloyd Helicopters International Pty. LTD. Certificate of Registration
- 3.57 Lloyd Helicopters Pty. LTD., Certificate of Registration
- 3.58 Lloyd Helicopters Pty. LTD., Constitution
- 3.59 Lloyd Helicopter Services Limited, Certificate of Incorporation and Memo of Assn
- 3.60 Lloyd Helicopter Services Limited, Articles of Association
- 3.61 Lloyd Helicopter Services Pty. LTD., Certificate of Registration
- 3.62 Lloyd Helicopter Services Pty. LTD., Constitution
- 3.63 Lloyd Offshore Helicopters Pty. LTD., Certificate of Registration
- 3.64 Lloyd Offshore Helicopters Pty. LTD., Constitution
- 3.65 Management Aviation Limited, Certificate of Incorporation
- 3.66 Management Aviation Limited, Memorandum of Association and Articles of Assn
- 3.67 North Denes Aerodrome Limited, Certificate of Incorporation
- 3.68 North Denes Aerodrome Limited, Memorandum of Association and Articles of Assn
- 4.1 Indenture
- 4.3 Registration Rights Agreement
- 4.4 Intercreditor Agreement
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 5.2 Opinion of Simpson, Thacher & Bartlett
- 5.3 Opinion of Loyens & Loeff
- 5.4 Opinion of Harridyal Sodha & Associates
- 5.5 Opinion of Blake, Cassels & Graydon LLP
- 5.6 Opinion of Mallesons Stephen Jaques
- 5.7 Opinion of Advokatfirmaet Thommessan As
- 5.8 Opinion of Advokatfirman Vinge KB
- 5.9 Opinion of Van Doorne N.V.
- 5.10 Opinion of Paull & Williamsons LLP
- 5.11 Opinion of Arthur Cox
- 5.12 Opinion of Dla Piper LLP (Us)
- 10.1 Credit Agreement
- 10.2 Guarantee
- 10.3 Contract
- 10.4 Sale Purchase Agreement
- 10.5 Framework Agreement
- 10.6 2011 Management Equity Plan of 6922767 Holding (Cayman) Inc.
- 10.7 Form of 2011 Option Agreement of 6922767 Holding (Cayman) Inc.
- 10.8 Form of 2011 Restricted Share Unit Grant Agreement
- 10.9 Form of 2011 Subscription Agreement of 6922767 Holding (Cayman) Inc.
- 10.10 2008 Share Incentive Plan of 6922767 Holding (Cayman) Inc.
- 10.11 Form of 2008 Option Agreement of 6922767 Holding (Cayman) Inc.
- 10.12 Form of 2008 Option Rollover Agreement of 6922767 Holding (Cayman) Inc.
- 10.13 Form of 2008 Special a Share Subscription Agreement
- 10.14 Form of 2008 Subscription Agreement of 6922767 Holding (Cayman) Inc.
- 10.15 Management Shareholders Agreement
- 10.16 Employment Agreement - William J. Amelio
- 10.17 Employment Agreement - Christine Baird
- 10.18 Employment Agreement - Neil Calvert
- 10.19 Employment Agreement - Rick Davis
- 10.20 Employment Agreement - Tilmann Gabriel
- 10.21 Employment Agreement - Joan Hooper
- 10.22 Employment Agreement - Michael O'neill
- 10.23 Amended and Restated Employment Agreement - Michael Summers
- 10.24 Amended and Restated Supp Retirement Plan Agreement - Christine Baird
- 10.25 Retirement Compensation Arrangement - Christine Baird
- 10.26 Retirement Compensation Arrangement - Neil Calvert
- 10.27 Amended and Restated Supp Retirement Plan - Neil Calvert
- 10.28 Supplemental Retirement Plan Agreement - Rick Davis
- 10.29 Retirement Compensation Agreement - Rick Davis
- 10.30 Agreement Regarding Termination - Christine Baird
- 10.31 Agreement Regarding Termination - Neil Calvert
- 10.32 Agreement Regarding Termination - Rick Davis
- 10.33 Consulting Agreement - Rick Davis
- 10.34 Compromise Agreement - Tilmann Gabriel
- 10.35 Offer Letter - Michael Summers
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 21.1 Schedule of Subsidiaries of 6922767 Holdings S.a R.L.
- 23.13 Consent of Ernst & Young LLP
- 25.1 Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Others
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
- COVER Cover
- 9 May 12 Registration of securities issued in business combination transactions (amended)
- 19 Apr 12 Registration of securities issued in business combination transactions (amended)
- 28 Mar 12 Registration of securities issued in business combination transactions (amended)
- 18 Jan 12 Registration of securities issued in business combination transactions
Exhibit 3.43
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “HELI-ONE (U.S.) INC. ”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF NOVEMBER, A.D. 2006, AT2:22O’CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
State of Delaware Secretary of State Division of Corporations Delivered 02:33 PM 11/08/2006 FILED 02:33 PM 11/08/2006 SRV 061024509 - 4248125 FILE |
CERTIFICATE OF INCORPORATION
OF
HELI-ONE (U.S.) INC.
First: The name of the corporation (hereinafter, the “Corporation”) is Heli-One (U.S.) Inc.
Second: The address of the registered office of the Corporation in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of the registered agent at such address is Corporation Service Company.
Third: The nature of the business or purposes to be conducted or promoted 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 1,000 shares of common stock and the par value of each of such shares is $0.01.
Fifth: The name and mailing address of the incorporator are as follows:
Name | Mailing Address | |
Michael B. Mantegna | c/o King & Spalding LLP 1185 Avenue of the Americas New York, NY 10036 |
Sixth: The business and affairs of the Corporation shall be managed by the Board of Directors, and the directors need not be elected by ballot unless required by the bylaws.
Seventh: Meetings of stockholders (including the annual meeting of stockholders) may be held within or without the State of Delaware and may be held and conducted in any manner (including, without limitation, by telephonic meeting or by written consent in lieu of a meeting) provided for in the bylaws of the Company. The books of the Company may be kept (subject to any provision contained in the statutes) 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 bylaws of the Company.
Eighth: Whenever a compromise or arrangement is proposed between the Company and its creditors or any class of them and/or between the Company 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 the Company or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Company 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 the Company 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 the Company, 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 the Company, as the case may be, agree to any compromise or arrangement and to any reorganization of the Company as a consequence of such compromise or arrangement, the said compromise or arrangement and 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 the Company, as the case may be, and also on the Company.
Ninth: The Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation.
Tenth: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, and all rights conferred upon stockholders herein are granted subject to this reservation.
Eleventh: 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 except for liability (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 Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.
Michael B. Mantegna |
Sole Incorporator |
2