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- S-4 Registration of securities issued in business combination transactions
- 3.1 Certificate of Incorporation of Intertape Polymer Us Inc.
- 3.2 By-laws of Intertape Polymer Us Inc.
- 3.3 Articles of Amalgamation of Intertape Polymer Group Inc., As Amended
- 3.4 By-laws of Intertape Polymer Group Inc., As Amended
- 3.5 Articles of Continuance of Incorporation of Intertape Polymer Inc., As Amended
- 3.6 Articles of Amalgamation of Intertape Polymer Inc
- 3.7 By-law No. 2 of Intertape Polymer Inc.
- 3.8 Articles of Incorporation of Spuntech Fabrics Inc.
- 3.9 By-law No. 1 of Spuntech Fabrics Inc.
- 3.10 Memorandum of Association of Ipg Holding Company of Nova Scotia
- 3.11 Articles of Association of Ipg Holding Company of Nova Scotia
- 3.12 Certificate of Incorporation of Ipg (Us) Holdings Inc., As Amended
- 3.13 By-laws of Ipg (Us) Holdings Inc.
- 3.14 Certificate of Limited Partnership of Ipg Holdings LP
- 3.15 Agreement of Limited Partnership of Ipg Holdings LP, As Amended
- 3.16 Certificate of Formation of Ipg Finance LLC
- 3.17 Limited Liability Company Agreement of Ipg Finance LLC
- 3.18 Certificate of Incorporation of Ipg (Us) Inc., As Amended
- 3.19 By-laws of Ipg (Us) Inc.
- 3.20 Certificate of Incorporation of Ipg Administrative Services Inc.
- 3.21 By-laws of Ipg Administrative Services Inc.
- 3.22 Certificate of Incorporation of Central Products Company, As Amended
- 3.23 By-laws of Central Products Company
- 3.24 Certificate of Incorporation of Intertape Polymer Corp.
- 3.25 By-laws of Intertape Polymer Corp.
- 3.26 Restated Articles of Incorporation of Intertape Inc., As Amended
- 3.27 Amended and Restated By-laws of Intertape Inc., As Amended
- 3.28 Certificate of Incorporation of Ipg Financial Services Inc., As Amended
- 3.29 By-laws of Ipg Financial Services, Inc.
- 3.30 Certificate of Incorporation of Intertape Polymer Management Corp.
- 3.31 By-laws of Intertape Polymer Management Corp.
- 3.32 Articles of Incorporation of Polymer International Corp.
- 3.33 Amended and Restated By-laws of Polymer International Corp.
- 3.34 Second Restated Certificate of Incorporation of Ipg Technologies Inc.
- 3.35 By-laws of Ipg Technologies Inc.
- 3.36 Certificate of Incorporation of International Container Systems Inc., As Amended
- 3.37 By-laws of International Container Systems Inc.
- 3.38 Certificate of Incorporation of Intertape International Corp.
- 3.39 By-laws of Intertape International Corp.
- 3.40 Certificate of Incorporation of Coif Holding Inc., As Amended
- 3.41 By-laws of Coif Holding Inc.
- 3.42 Certificate of Incorporation of Fibc Holding Inc.
- 3.43 By-laws of Fibc Holding Inc.
- 3.44 Certificate of Incorporation of Utc Acquisition Corp., As Amended
- 3.45 By-laws of Utc Acquisition Corp.
- 3.46 Certificate of Incorporation of Cajun Bag & Supply Corp.
- 3.47 By-laws of Cajun Bag & Supply Corp.
- 3.48 Articles of Intertape Woven Products, S.a. De C.V.
- 3.49 Articles of Intertape Woven Products Services, S.a. De C.V.
- 3.50 By-laws of Drumheath Indemnity LTD.
- 3.51 Articles of Incorporation of Drumheath Indemnity LTD.
- 3.52 Articles of Association of Fibope Portuguesa-filmes Biorientados S.a.
- 4.1 Indenture, Dated As of July 28, 2004
- 4.2 Registration Rights Agreement, Dated As of July 28, 2004
- 5.1 Legal Opinion of Shutts & Bowen LLP
- 5.2 Legal Opinion of Stikeman Elliott LLP
- 5.3 Legal Opinion of Stewart, Mckelvey Stirling Scales
- 5.4 Legal Opinion of F. Castelo Branco & Associates
- 5.5 Legal Opinion of Chancery Chambers, Attorney at Law
- 5.6 Legal Opinion of Goodrich Riquelme Y Asociados
- 10.1 Credit Agreement, Dated As of July 28, 2004
- 10.4 Purchase Agreement Dated As of July 14, 2004
- 12.1 Statement Re: Computation of Ratios
- 21.1 Subsidiaries of Intertape Polymer Group Inc
- 23.1 Consent of Independent Accountants
- 24.1 Powers of Attorney
- 25.1 Statement of Eligibility Under the Trust Indenture Act of 1939 on Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Letter to DTC Participants
- 99.4 Form of Letter to Clients
- 99.5 Form of Instructions to Book-entry Transfer Participants
Exhibit 3.1
STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION
FIRST: The name of this Corporation is Intertape Polymer US Inc.
SECOND: Its registered office in the State of Delaware is to be located at:
2711 Centerville Road, Suite 400,
in the City of Wilmington,
County of New Castle, Zip Code 19808
The registered agent in charge thereof is Corporation Service 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 Delaware.
FOURTH: The total number of authorized shares of stock of this corporation is 3000, which are to be without par value.
FIFTH: The name and mailing address of the incorporator are as follows:
Name: | J. Gregory Humphries, Esq. | |
Mailing Address: | 300 S. Orange Ave., Suite 1000 Orlando, FL Zip Code 32801 |
SIXTH: The names and mailing addresses of the persons who are to serve as directors until the firm annual meeting of stockholders or until their successors are elected and qualify:
Melbourne F. Yull 3647 Cortez Road West Bradenton, FL 34210 | Michael L. Richards 1155 Rene-Levesque Blvd. West Montreal, Quebec H3B 3V2 Canada | |
Ben J. Davenport, Jr. 108 S. Main Street Chatham, VA 24531 | L. Robbie Shaw 5685 Leeds Street Halifax, Nova Scotia B3J 2X1 Canada | |
Gordon R. Cunningham 99 Yorkville Avenue, Suite 300 Toronto, Ontario M5R 3K5 Canada | J. Spencer Lanthier 77 King Street West, Suite 4545 Toronto, Ontario M5K IK2 | |
Thomas E. Costello 2914 Fairway View Drive Castle Rock, CO 80104 |
I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 17th day of June, A.D. 2004.
By: | /s/ J. Gregory Humphries | |
(Incorporator) | ||
NAME: | /s/ J Gregory Humphries | |
(Type or Print) |