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- S-4/A Registration of securities issued in business combination transactions
- 3.1 Certificate of Amendment of Certificate of Incorporation of Chill Holdings, Inc.
- 3.2 Certificate of Incorporation of Chill Holdings, Inc.
- 3.3 By-laws of Chill Holdings, Inc.
- 3.4 Certificate of Incorporation of Chill Acquisition, Inc.
- 3.5 By-laws of Chill Acquisition, Inc.
- 3.6 Amended and Restated Certificate of Incorporation of Goodman Global, Inc.
- 3.7 Amended and Restated Bylaws of Goodman Global, Inc.
- 3.8 Certificate of Incorporation of Frio, Inc.
- 3.9 Certificate of Amendment of Certificate of Incorporation of Frio, Inc.
- 3.10 Bylaws of Frio, Inc.
- 3.11 Certificate of Incorporation of Quietflex Holding Company
- 3.12 Bylaws of Quietflex Holding Company
- 3.13 Certificate of Formation of Goodman Manufacturing I LLC
- 3.14 L.L.C. Agreement of Goodman Manufacturing I LLC
- 3.15 Certificate of Formation of Goodman Manufacturing II LLC
- 3.16 L.L.C. Agreement of Goodman Manufacturing II LLC
- 3.17 Certificate of Formation of Goodman Holding Company, L.L.C.
- 3.18 Amended and Restated L.L.C. Agreement of Goodman Holding Company, L.L.C.
- 3.19 Certificate of Formation of Goodman Canada, L.L.C.
- 3.20 Amended and Restated L.L.C. Agreement of Goodman Canada, L.L.C.
- 3.21 Certificate of Formation of Goodman II Holdings Company, L.L.C.
- 3.22 Amended and Restated L.L.C. Agreement of Goodman II Holdings Company, L.L.C.
- 3.23 Certificate of L.P. of Rai Merger L.P.
- 3.24 Certificate of Amendment of Certificate of L.P. of Rai Merger L.P.
- 3.25 Certificate of Amendment of Certificate of L.P. of the Amana Company, L.P.
- 3.26 Certificate of Amendment of Certificate of L.P. of Amana Company, L.P.
- 3.27 Agreement of L.P. of Rai Merger L.P.
- 3.28 Amended and Restated Articles of Incorporation of Pioneer Metals, Inc.
- 3.29 Articles of Amndmnt to Articles of Inc. of Goodman Global Distribution S.e., Inc
- 3.30 Amended and Restated Bylaws of Goodman Distribution S.e., Inc.
- 3.31 Articles of Incorporation of Amana Holding Company
- 3.32 Bylaws of Goodman Appliance Holding Company
- 3.33 Articles of Incorporation of Goodman Distribution Corp.
- 3.34 Articles of Amendment of Articles of Incorporation of Goodman Distribution Corp.
- 3.35 Articles of Amendment to the Articles of Inc. of American Distribution, Inc.
- 3.36 Articles of Amendment to the Articles of Inc. of American Distributors, Inc.
- 3.37 Bylaws of American Distributors, Inc.
- 3.38 Articles of Incorporation of Goodman Holding Company
- 3.39 Bylaws of Goodman Holding Company
- 3.40 Articles of Incorporation of GMC Sales Corp.
- 3.41 Articles of Amendment to the Articles of Incorporation of GMC Sales Corp.
- 3.42 Bylaws of GMC Sales Corp.
- 3.43 Cerificate of L.P. of Goodman Manufacturing Company, L.P.
- 3.44 Amended and Restated Agreement of L.P. of Goodman Manufacturing Company, L.P.
- 3.45 Certificate of L.P. of Quietflex Manufacturing Company, L.P.
- 3.46 Agreement of L.P. of Quietflex Manufacturing Company, L.P.
- 3.47 First Amendment to Agreement of L.P. of Quietflex Manufacturing Company, L.P.
- 3.48 Certificate of L.P. of Nitek Acquisition Company, L.P.
- 3.49 Agreement of L.P. of Nitek Acquisition Company, L.P.
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 10.10 Chill Holdings, Inc. 2008 Stock Incentive Plan
- 10.11 Chill Holdings, Inc. 2008 Annual Incentive Compensation Plan
- 10.24 Employment Agreement Between Goodman Global, Inc. and David L. Swift
- 10.25 Employment Agreement Between Chill Acquisitions, Inc. and Charles A. Carroll
- 23.2 Consent of Ernst & Young LLP
- 24.1 Power of Attorney of David L. Swift
- CORRESP Corresp
Exhibit 3.9
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FRIO, INC.
FRIO, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Frio, Inc. (the “Corporation”).
2. The certificate of incorporation of the Corporation is hereby amended by striking out ArticleFIRST thereof and by substituting in lieu of said Article the following new Article:
“FIRST: The name of the corporation is Goodman Global Holdings, Inc. (the “Corporation”).”
3. The amendment to the Corporation’s certificate of incorporation set forth in this certificate of amendment has been duly adopted by this Corporation’s board of directors and stockholders in accordance with the applicable provisions of Sections 141, 228 and 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by the President, Michael Weiner, this 24th day of November, 2004.
/s/ Michael Weiner | ||
Name: | Michael Weiner | |
Title: | President |