Exhibit 3.15
CERTIFICATE OF INCORPORATION
OF
PanAmSat Marketing Corporation
FIRST: The name of the corporation (hereinafter called the “Corporation”) is PanAmSat Marketing Corporation.
SECOND: The address of the Corporation’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 its registered agent at such address is Corporation Service Company.
THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation are 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 that the Corporation shall have authority to issue is 1,000, and the par value of each of such shares is $0.01 per share. All such shares are of one class and are shares of Common Stock.
FIFTH: The name and mailing address of the sole incorporator are as follows:
Name | Mailing address |
| |
E. Jean Kim | c/o PanAmSat Corporation 20 Westport Road Wilton, CT 06897 |
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The Board of Directors is authorized to adopt, amend or repeal the Bylaws of the Corporation except that any bylaw adopted by the stockholders may be amended or repealed only by the stockholders if such bylaw specifically so provides.
EIGHTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages resulting from a breach of his or her fiduciary duty as a director, except as may otherwise be required by the Delaware General Corporation Law as the same may be amended from time to time. Neither the amendment, modification or repeal of this Article EIGHTH nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article EIGHTH shall adversely affect any right or protection of any director that exists at the time of such change.
NINTH: The Corporation reserves the right to amend, alter or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights of stockholders herein are subject to this reservation.
THE UNDERSIGNED, being the sole incorporator above named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, has signed this instrument this 29th day of August, 2001.
| /s/ E. Jean Kim | |
| E. Jean Kim |
| Sole Incorporator |
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CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
PanAmSat Marketing Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is:
Corporation Service Company
2711 Centerville Road, Suite 400
Wilmington, DE 19808
And the present registered office of the corporation is in the County of New Castle.
The Board of Directors of PanAmSat Marketing Corporation adopted the following resolution on the 28th day of February, 2003:
Resolved, that the registered office of PanAmSat Marketing Corporation in the State of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and The Corporation Trust Company, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.
In Witness Whereof, PanAmSat Marketing Corporation has caused this statement to be signed by E. Jean Kim its Assistant Secretary, this 28th day of February, 2003
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Certificate of Amendment
of
Certificate of Incorporation
of
PanAmSat Marketing Corporation
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
PanAmSat Marketing Corporation, a Delaware corporation (the “Corporation”), does hereby certify as follows:
FIRST: The Board of Directors and the sole stockholder of PanAmSat Marketing Corporation, by unanimous written consent, in accordance with the provisions of Section 141(f) and Section 228 of the General Corporation Law of Delaware, adopted a resolution finding it advisable to amend the Certificate of Incorporation. The Resolution setting forth said amendment is as follows:
RESOLVED, that the Board of Directors of PanAmSat Marketing Corporation, and its sole stockholder find it desirable to amend the Certificate of Incorporation of PanAmSat Marketing Corporation, to change the name of PanAmSat Marketing Corporation, to G2 Satellite Solutions Corporation.
ARTICLE ONE of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:
NAME
“FIRST: The name of the Corporation is G2 Satellite Solutions Corporation (hereinafter, the “Corporation”)”
SECOND: The above amendment was duly adopted in accordance with the provisions of Section. 242 and 228 of the General Corporation Law of the State of Delaware
IN WITNESS WHEREOF, PanAmSat Marketing Corporation has caused this Certificate to be signed by its duly authorized officer, this 21st day of November, 2003.
| PanAmSat Marketing Corporation |
| |
| /s/ James W. Cuminale | |
| James W. Cuminale |
| Executive Vice President & Secretary |
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CERTIFICATE OF MERGER
OF
ESATEL COMMUNICATIONS, INC., a Virginia corporation
INTO
G2 SATELLITE SOLUTIONS CORPORATION, a Delaware corporation
(under Section 252 of the General Corporation Law)
It is hereby certified that:
The name and state of incorporation of each of the constituent business corporations participating in the merger herein certified are as follows:
Esatel Communications, Inc., which is incorporated under the laws of the State of Virginia (the “Merging Corporation”); and
G2 Satellite Solutions Corporation, which is incorporated under the laws of the State of Delaware (the “Surviving Corporation”).
An Agreement of Merger dated as of February 2, 2004, between the Merging Corporation and the Surviving Corporation (the “Plan”), has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of Section 13.1-722 of the Virginia Stock Corporation Act and Section 252 of the General Corporation Law of the State of Delaware.
The Surviving Corporation in the merger herein certified is G2 Satellite Solutions Corporation, a Delaware corporation, which will, upon effectiveness of the merger, continue its existence as said Surviving Corporation pursuant to the provisions of the General Corporation Law of the State of Delaware under the name:
G2 Satellite Solutions Corporation
The Certificate of Incorporation of the Surviving Corporation as in existence at the effective time of the Merger, shall become and be the Certificate of Incorporation of the Surviving Corporation until further amended and changed in accordance with the provisions of the General Corporation Law of the State of Delaware.
The executed Plan between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid Surviving Corporation, the address of which is as follows:
PanAmSat Corporation
222 N. Sepulveda
El Segundo, CA 90245
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A copy of the Plan will be furnished by the aforesaid Surviving Corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.
The directors and officers of the Surviving Corporation preceding the merger shall be the officers and directors of the surviving corporation upon the occurrence of the merger, with corresponding positions, until the successors of such officers shall have been duly elected and have qualified.
The merger herein certified shall be effective upon filing.
| Dated: February 9, 2004 |
| |
| G2 SATELLITE SOLUTIONS CORPORATION, a Delaware corporation |
| |
| |
| By: | /s/ Michael J. Inglese | |
| | Name: Michael J. Inglese |
| | Title: Executive Vice President and Chief Financial Officer |
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