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- S-4/A Registration of securities issued in business combination transactions
- 3.109 Form of Certificate of Incorporation
- 3.110 Bylaws of Toll Northeast Services,inc.
- 3.111 Form of Articles of Incorporation for Guarantors Organized In Georgia.
- 3.112 Certificate of Amendment of the Certificate of Incorp.for Ese Consultants,inc.
- 3.113 Articles of Amendment of Toll Pa III GP Corp.
- 3.114 Articles of Amendment for Toll Pa III GP Corp.
- 3.115 Form of Articles of Incorp.for Guarantors Organized In the State of Washington.
- 3.116 Form of Articles of Incorp for Guarantors Organized In State of West Virginia.
- 3.117 Limited Liability Company Operating Agreement of 1450 Washington LLC.
- 3.118 Amended and Restated Limited Liability Company Operating Agreement of Arborhills
- 3.119 Second Amended and Restated Limited Liability Co. Operating Agree.of Martinsburg
- 3.120 Articles of Amendment to the Articles of Organization of Orlando Tbi Realty LLC.
- 3.121 Amended Restated Limited Liability Company Oper.agreement of PT Maxwell Holdings
- 3.122 Fourth Amended Restated Limited Liability Comp.operating Agreement of PT Maxwell
- 3.123 First Amend Fourth Amended Restated Limited Liability Company Oper.agr Ptmaxwell
- 3.124 Amended and Restated Llc.operating Agreement O Fregency at Washington I LLC.
- 3.125 Form of Certificate of Formation for the Guarantors Organized Stateoftexas.
- 3.126 Form of Limited Liability Company Operating Agreement
- 3.127 Form of First Amendment to Limited Liability Company Operating Agreement
- 3.128 Certificate of Amendment for Toll Ca I LLC.
- 3.129 Form of Limited Liability Company Operating Agreement
- 3.130 First Amend to Limited Liability Company Operating Agreement for Toll Ca I LLC.
- 3.131 Form of Articles of Org.for the Guarantors Organized In the State of Colorado.
- 3.132 Form O Flimited Liability Company Operating Agreement
- 3.133 Form Ofarticles of Organization for Guarantors Organized In the State of Nevada.
- 3.134 Form of Limited Liability Company Operating Agreement
- 3.135 Form of Articles of Org. for Guarantors Organized In the State of Indiana.
- 3.136 Certificate of Conversion for Toll Jupiter LLC.
- 3.137 Articles of Amendment for Toll Jupiter LLC.
- 3.138 Second Amended,restated Limited Liability Company Operating Agreement
- 3.139 Form of Limited Liability Company Operating Agreement
- 3.140 Articles of Amendment for Toll MD III LLC.
- 3.141 Articles of Amendment for Toll MD IV LLC.
- 3.142 Form of Limited Liability Company Operating Agreement
- 3.143 Form of Third Amended,restated Limited Liability Company Operating Agreement
- 3.144 Limited Liability Company Operating Agreement Oft Olltx Note LLC.
- 3.145 First Amend to Limited Liability Company Operating Agreement of Toll TX Notellc.
- 3.146 Form of Limited Liability Company Operating Agreement
- 3.147 Form of Certif.limited Partnership for Guarantors Organized In State of Georgia.
- 3.148 Certificate of Amendment for Toll Pax II,L.P.
- 3.149 Form of Certif. of Limitedpartnership Forguarantors Organized State of Washingto
- 3.150 Form of Certificate O Flimited Partnership
- 5.2 Opinion of John Mcdonald, General Counsel to Toll Brothers,inc.
- 8.1 Opinion of Simpson Thacher & Bartlett LLP Regarding Certain U.S. Tax Matters
- 23.3 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm .
- 23.4 Consent of Weisermazars LLP, Independent Registered Public Accounting Firm .
- 99.1 Form of Letter of Transmittal
Exhibit 3.112
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EASTERN STATES ENGINEERING, INC.
* * * * *
EASTERN STATES ENGINEERING, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:
“RESOLVED, that the Certificate of Incorporation of Eastern States Engineering be amended by changing Article One so that, as amended, said Article shall be and read as follows:
The name of the corporation is ESE Consultants, Inc.”
SECOND: That in lieu of a meeting and vote of the sole stockholder, the sole stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by Christopher Stocke, its President and Chief Operating Officer, this 9th day of May, 2007.
| By: | /s/ Christopher Stocke | |
| Christopher Stocke | ||
| President and Chief Operating Officer |