Exhibit 3.29(a)
![(Graphic)](https://capedge.com/proxy/S-1/0000950123-11-081982/h84377h8437739.gif)
DELAWARE CERT1FICA OF INCORJORTION |
OF |
BEAU. INVESTMENTCORPORATION,INC. THE UNDERSIGNED acting as theincorporator of acorporation under and in accordance with the General Corporation Law of the State of Delaware, hereby adopts the following Certificate of Incorporation for such corporatjon |
Article I The name of the corporation is BE4[L TNVESTjT CORYORAnON INC. |
Article [I The purpose for ‘which the Corporarjo is organizedisthetransactionof any or all law-fijiacts and activities for which corporatior may be Incorporated under the General Corporion Law of the State of Delaware |
Article itt The aggregate number of shares of capital stockthatthe Corporation shall have authority to issue is I ,000, par value $0.01 per share. All of such shares shall be common stock of the corporation Unless specifically provided orherwisc bcrcin., the holders of such shares shalt be entitledtoone vote for each share held in any stockholder vote in which any of such holders is entitled to participate. |
The board of directors may determine the powers, designationspreferenc andrelative.panicipating optional orother special rights, including voting rights, and the qualificatjons, limitations or restrictjothereof, ofeachclassof capitalstockandof eachseries within anysuchclass and may increase Or decrease the numberof shares within eachsuch classor series;pçvicleJ however,thattheboard of directors may not decrease the numberof shares within a class orseriesto lessthan the number ofshares withinsuch class or seriesthat are then issued and maynot increase thenumberofshares withina series abovethe totalnumber ofauthorized sharesof the applicableclassfor which thepowers,designaUor, prefcrcnces andrightshave nototherwisebeen set forth herein.Article Pv’ TheStreet addressof theinitialregistcrxjofficeofthecorporation is300DelawareSTATE OFDELAWARE SECRETARYOF STA FE “TVTSION OFCORPORATIONSD 09:00AM02/08/2000 001063888-3173502 |
![(Graphic)](https://capedge.com/proxy/S-1/0000950123-11-081982/h84377h8437740.gif)
Avemc,Ninth Floor, DE-5403, Wilmington, Delaware19801, and the name ofits initial registered ag.nt at chaddress IsGriffinCorporateServices, Jn., inthe cty of New Castle. |
ArticleV The name andaddress of the incorporatoris askHows: |
Name Addre Joan Dobrzynski 300 Delaware Avenue, Ninth Floor, DE-5403 |
Wilmington, Delaware 19801ArticleVI |
The powers of the incorporator ahaU terminate upon the fihin of this Certificate of Lcocporatioo. and the following persona shall thereupon serve as directorsof theCorporation uri1 the first anaual meingofstockholders oruntiltheir successors aredulyelected and qualified: |
NameAddress |
JoanDobrzynski300DelawareAvenue,Ninth Floor,DE-5403 |
Wilmington, DeLaware19801 |
Linda Bubacz300 DelawareAvenue, NinthFloor,DE-5403 |
Wilnuiiton, Delaware 19801 Article VU |
To the fullest extent permittedby the GeneralCorporation Law of the Staxe of Delaware, as thesame exists ormay hereafter be amended,adirector oftheCorporatirn shall not be Liable to the Coporanonorits stockholders fürmonmaxy damages for breach of flducliiyduty as a dirtorAny repeal or amendment of thisArticleVI!by the stockholders of the Coqc,rstioaorby changes in applicablelawshall, to the extant peirmined by pllcsb1e law, be prospectiveonly, and shall notadversely affectanylimitation on the personal liabilityofany diictorofthe Corporwdcm at the timeofsuch repeal or amendment. |
Article Viii The Corporation shall indemnify any person who wasor is aparty oristhreatened to bemad. a patty to any tbreatamed. pending or completed action, tit or proceeding, wbetl civIl,crimina1,administrative, arbitrative or investigative, any appealin suchan action, suit or proceeding and any inquiry or investigation that coald lead to such an action, suit or proceeding (whether or ixtby or inthe rightofthe Corporation), by reasonof the factthat such person is orwas a director,officer, employee or agent oftheCorporation oris or was serving at the request of |
![(Graphic)](https://capedge.com/proxy/S-1/0000950123-11-081982/h84377h8437741.gif)
the Corporation as a director, officer,partner, venturer, proprietor, trustee, employee, agent or similar functionary of another Corporation, partnership, joint venture, sole proprietorship, trust, nonproth entity, employee benefit planor otherenterprise,againstalljudgments, penalties (including excise andsimilartaxes), fines, seniementsandexpenses (includingattorneys’fees and court costs) actuallyandreasonably incurred by such person in connectionwith suchaction, suit or proceeding to the fullest extent permittedbyany applicable law,andsuch indemnityshallinure to the benefit of the heirs, executors andadministratorsofanysuchpersonsoindemnifIed pursuanttothisArticleVIII.The right toindemnification underthisArticle Viiishall beacontract rightandshall include, withrespect to directors andofficers, therightto be paid by the Corporation the expensesincurredin defendinganysuchproceedingin advance of its disposition;provided, however,that, if theGeneral CorporationLaw of the State of Delaware requires, the payment of such expenses incurred by a director or officer in advance of the final disposition of aproceedingshall be made onlyupondelivery to theCorporationof an undertaking,by or on behalf of such director or officer, to repay altamountsso advancedif it shall ultimatelybe determined that such director or officer is notentitled to be indemnified underthisArticleVIIIor otherwise. TheCorporation may,by action ofits boardof directors,pay such expensesincurredby employeesand agents of the Corporationupon such terms as the board of directorsdeemsappropriate. The indemnification andadvanccmentof expenses provided by, or granted pursuant to, thisArticle VIIIshallnotbe deemedexclusiveof any other right to which thoseseeking indem.nificatjonmay be entitledunder anylaw, bylaw,agreement, vote ofstockholders or disinterested directors orotherwise,both as to action in such person’s officialcapacity andas to action in anothercapacitywhile holding such office. Any repeal or amendment of thisArticLe VIIIby the stockholders oftheCorporation or by changes in applicablelaw shall, tothe extentpermittedby applicable law, be prospectiveonly,and not adversely affect the indemnification of anypersonwho may beindemnifiedat the time of such repealoramendment. Article IX The Corporation elects not to be governedby Section203 of the General CorporationLaw of the State of Delaware. |
Article X |
No contract or other transaction between the Corporationarid any other Corporation andno other |
acts ofthe Corporation with relation to anyotherCorporation shall,in the absence of fraud, in any way beinvalidatedor otherwiseaffectedby the fact thatanyone or more of the directors or officers of theCorporation are pecuniarilyorotherwise interestedin, orare directors or officersof.such other Corporation. Anydirector or officcr of theCorporation individu8lly, or any finnorassociationofwhichany director or officer may be a member, may be apartyto, ormay be pecuniarilyorotherwiseinterested in, anycontractortransactionof theCorporation,provided thatthe Iccthat such personindividually oras amember of suchfirmOr association is such a partyor issointerestedshall bedisclosed or shall have beenknownto the board of directors or a majority of such members thereofas shall bepresent atany meetingof theboard ofO’29.OCCSAN A_TONrO I336Iv23 |
![(Graphic)](https://capedge.com/proxy/S-1/0000950123-11-081982/h84377h8437742.gif)
directors at which actionuponany such contract or transaction shallbe taken; and any director of the Corporation who is also a director or officer of such other Corporation or whois such apartyor sointerested maybe counted in determiningthe existenceof a quorum at any meeting of the board oIdirectors during whichanysuch contract ortransactionshall beauthorizedand may vote thereat toauthorize anysuchcontractortransaction,with like forceandeffect as if such person werenotsuch a director orofficerof such otherCorporationor nor so interested.Anydirector of theCorporationmay vote uponanycontract oranyother transaction between the Corporationand any subsidiary or affiliated corporationwithoutregardto the fact that suchpersonisalso adirector or officer of suchsubsidiaryor affiliatedcorporation. Any contract,transaction oractof theCorporationor of the directorsthatshall be ratified at any annual meetingof the stockholders of theCorporation,or atany special meetingof the stockholders of the corporation, or atanypecial meeting cailed for such purpose, shall,insofaras permitted by law, be as validandas binding as thoughratifiedby every stockhoLder of the Corporation;provided, however,thatartyfailure of the stockholders to approve or ratif,,r anysuch contract,transactionor act, whenandifsubmitted,shall not be deemed inanyway toinvalidatethe same ordeprivethe Corporation,itsdirectors, officers oremployees,ofitsortheirright to proceedwithsuchcontract, transactionor act. |
Subject toanyexpress agreementthatmay fromtimeto time beitt effect, anystockholder, |
director orofficerof the Corporation maycarryonandconduct in such person’s ownrightand for suchperson’s own personal account,or as a partner inany partnership,or as a jointventurer in anyjoint venture, or as an officer, director or stockholder ofany Corporation,or as a participant inanysyndicate, pooi,trust orassociation,any businessthatcompetes with the business of the Corporation and shall befreeinallsuch capacities to make investments inanykind ofpropertyin which the Corporation maymake investments. |
Article XI |
Electionofdirectors neednot be bywrittenballot.Anydirector or the entire board of directors maybe removed, with or withoutcause,by the holders of amajorityof the shares thcnentitledto vote at an election of directors, except as otherwiseprovidedby law. Infurtherancc andnot in limitation of the powersconferredby statute, the board of directors of theCorporationis expresslyauthorizedtoadopttheoriginalbylaws oftheCorporation, toamendorrepealthe bylaws or to adopt new bylaws, subject toany limitations that maybe contained in such bylaws. |
[Signature page follows] |
05c 0000 SAN NTONo 17361v2 4 |
![(Graphic)](https://capedge.com/proxy/S-1/0000950123-11-081982/h84377h8437743.gif)
iNWITNESSWHEREOF. theincorporator of the Corporation hereto has caused thisCertificate of Incorporation tobeduly executed as ofFebruary8, 2000. bry-nski, Ir1co |
C6S2Oiz SAN ANTONIO t.1?J1 vZ5 |