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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 3.11
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.”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF NOVEMBER, A.D. 2006, AT 1:55 O’CLOCK P.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 [SEAL APPEARS HERE] | AUTHENTICATION: 5236333 | |||||||
061093121 | DATE: 11-30-06 |
State of Delaware
Secretary of State
Division of Corporations
Delivered 01:55 PM 11/30/2006
FILED 01:55 PM 11/30/2006
SRV 061093121 - 4207164 FILE
CERTIFICATE OF AMENDMENT
TO THE
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 “Corporation”), does hereby certify as follows:
FIRST: Article 4 of the Corporation’s Certificate of Incorporation is hereby amended ro read in its entirety as set forth below:
Stock. The total number of shares of stock that the Corporation shall have authority to issue is 1,000,000 shares of Common Stock, $0.01 par value per share.
SECOND: The foregoing amendment was duly adopted in accordance with Sections 242 and 228 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 30th day of November, 2006.
Firestone Acquisition Holdings Corp. | ||
By: | /s/ Paul C. Schorr IV | |
Name: Paul C. Schorr IV Title: President |