TransDigm (TDG) 8-K Completion of Acquisition or Disposition of Assets

Exhibit 3.1

Breeze-Eastern Corporation

Amended and Restated Certificate of Incorporation

FIRST:     The name of the Corporation is Breeze-Eastern Corporation.

SECOND:     The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust 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 that the Corporation shall have authority to issue is five thousand (5,000) shares, all of which shall be Common Stock, $0.01 par value per share.

FIFTH:    Meetings of stockholders shall be held at such place, within or without the State of Delaware, as may be designated by or in the manner provided in the By-laws of the Corporation, or, if not so designated, at the registered office of the Corporation in the State of Delaware. Elections of directors need not be by written ballot unless and to the extent that the By-laws so provide.

SIXTH:    To the fullest extent permitted by the General Corporation Law of the State of Delaware, a director of the corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

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