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- S-4 Registration of securities issued in business combination transactions
- 2.1 Agreement and Plan of Merger
- 3.1 Certificate of Incorporation of Freescale Holdings (Bermuda) I, LTD.
- 3.3 Certificate of Incorporation of Freescale Holdings (Bermuda) II, LTD.
- 3.5 Certificate of Incorporation of Freescale Holdings (Bermuda) III, LTD.
- 3.7 Certificate of Incorporation of Freescale Holdings (Bermuda) IV, LTD.
- 3.9 Certificate of Incorporation of Freescale Acquisition Holdings Corp
- 3.10 Certificate of Amendment to the Certificate of Incorporation
- 3.11 Certificate of Amendment to the Certificate of Incorporation
- 3.12 Certificate of Amendment to the Certificate of Incorporation
- 3.13 Certificate of Merger
- 3.14 Restated Certificate of Incorporation of Freescale Semiconductor, Inc.
- 3.15 Bye-laws of Freescale Holdings (Bermuda) I, LTD.
- 3.16 Bye-laws of Freescale Holdings (Bermuda) II, LTD.
- 3.17 Bye-laws of Freescale Holdings (Bermuda) III, LTD.
- 3.18 Bye-laws of Freescale Holdings (Bermuda) IV, LTD.
- 3.19 By-laws of Freescale Acquisition Holdings Corp.
- 3.20 Amended and Restated By-laws of Freescale Semiconductor, Inc.
- 4.1 Senior Notes Indenture
- 4.2 Senior Subordinated Notes Indenture
- 4.3 Registration Rights Agreement
- 4.4 Joinder and Assumption Agreement
- 4.5 Supplemental Indenture
- 4.6 Supplemental Indenture
- 4.11 Registration Rights Agreement
- 4.12 Warrant Agreement
- 5.1 Opinion of Skadden, Arps, Slate, Meagher and Flom LLP
- 5.2 Opinion of Conyers Dill & Pearman
- 9.1 Voting Trust Agreement
- 10.1 Management Fee Agreement
- 10.2 Management Fee Agreement
- 10.3 Management Fee Agreement
- 10.4 Management Fee Agreement
- 10.5 Management Fee Agreement
- 10.6 Management Fee Agreement
- 10.7 Freescale Holdings 2006 Management Incentive Plan
- 10.8 Form of Freescale Holdings Nonqualified Stock Option Agreement
- 10.9 Form of Freescale Holdings Nonqualified Stock Option Agreement (Rollover Option)
- 10.10 Form of Freescale Holdings Restricted Stock Unit Award Agreement
- 10.11 Freescale Holdings Dividend Rights Plan
- 10.12 Form of Freescale Holdings L.P. Award Agreement
- 10.13 Freescale Holdings L.P. 2006 Interest Plan
- 10.14 Employment Agreement- Mayer
- 10.15 Employment Agreement- Chennakeshu
- 10.16 $4,250,000,000 Credit Agreement
- 10.17 Security Agreement
- 10.18 Guaranty
- 10.19 Intellectual Property Security Agreement
- 10.20 Amended and Restated Agreement of Exempted Limited Partnership
- 10.21 Amendment 1 to the Credit Agreement Dated 12-1-2006
- 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of Freescale Semiconductor, Inc.
- 23.3 Consent of KPMG LLP
- 25.1 Statement of Bank of New York, As Trustee, Under the Trust Indenture Act of 1939
- 25.2 Statement of Bank of New York, As Trustee, Under the Trust Indenture Act of 1939
- 25.3 Statement of Bank of New York, As Trustee, Under the Trust Indenture Act of 1939
- 25.4 Statement of Bank of New York, As Trustee, Under the Trust Indenture Act of 1939
- 99.1 Form of Letter to Clients
- 99.2 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
- 26 Jul 11 Registration of securities issued in business combination transactions (amended)
- 1 Jul 11 Registration of securities issued in business combination transactions
- 22 Jun 07 Registration of securities issued in business combination transactions (amended)
- 8 Mar 07 Registration of securities issued in business combination transactions
- 9 Sep 04 Registration of securities issued in business combination transactions (amended)
- 30 Aug 04 Registration of securities issued in business combination transactions
Exhibit 3.12
PAGE 1
Delaware
The First State
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 AMENDMENT OF “FREESCALE ACQUISITION HOLDINGS CORP.”, CHANGING ITS NAME FROM “FREESCALE ACQUISITION HOLDINGS CORP.” TO “FREESCALE SEMICONDUCTOR HOLDINGS V, INC.”, FILED IN THIS OFFICE ON THE SECOND DAY OF MARCH, A.D. 2007, AT 11:11 O’CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
/s/ Harriet Smith Windsor | ||||||||
Harriet Smith Windsor, Secretary of State | ||||||||
4207164 8100
070271216 | SEAL APPEARS HERE
| AUTHENTICATION: 5475142
DATE: 03-02-07 |
State of Delaware Secretary of State Division of Corporations Delivered 11:31 AM 03/02/2007 FILED 11:11 AM 03/02/2007 SRV 070271216 - 4207164 FILE |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FREESCALE ACQUISITION HOLDINGS CORP.
Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
Freescale Acquisition Holdings Corp., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:
FIRST: Article 1 of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as follows:
1.Name. The name of the corporation is Freescale Semiconductor Holdings V, Inc. (hereinafter the “Corporation”).
SECOND: The foregoing amendment was duly adopted in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed in its corporate name this 1st day of March, 2007.
FREESCALE ACQUISITION HOLDINGS CORP. | ||
By: | /s/ Alan Campbell | |
Alan Campbell, President, CEO & CFO |