Exhibit 3.29
CERTIFICATE OF INCORPORATION ON
OF
METALON GRAPHICS, INC.
FIRST: The name of the Corporation is
METALON GRAPHICS, INC.
SECOND: The address of its registered office in the State of Delaware is 4305 Lancaster Pike, in the City of Wilmington, Delaware 19805, County of New Castle. The name of its registered agent at such address is the 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 the State of Delaware.
FOURTH: The total number of common shares of stock which the Corporation shall have the authority to issue is 1000 all of which shall be without par value.
FIFTH: The name and mailing address of the incorporator is as follows:
c/o walter, Conston & Schurtman, P.C.
90 Park Avenue
New York, New York 10016
Attn: William M. Barron, Esq.
IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed, signed and acknowledged this Certificate of Incorporation this 31st day of May, 1984.
| /s/ William M. Barron | |
| William M. Barron |
| Incorporator |
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
METALON GRAPHICS, INC.
Pursuant to Section 242 of the
General Corporation Law of Delaware
The undersigned, the President and Secretary of Metalon Graphics, Inc., a Delaware corporation (the “Corporation”), do hereby certify as follows:
1. Paragraph 1 of the Certificate of Incorporation of the Corporation is amended to read in its entirety as follows:
“1. The name of the corporation is CM Surface Treatment Inc.”
2. The foregoing amendment was adopted in accordance with the provisions of Section 242(b) of the General Corporation Law of Delaware.
Dated as of October 1, 1987 | | |
| | |
| | |
| /s/ Jörg Sondermann | |
Attest: | Jörg Sondermann, President | |
| |
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/s/ Seymour H. Chalif | | |
Seymour H. Chalif, Secretary | | |
| STATE OF DELAWARE |
| SECRETARY OF STATE |
| DIVISION OF CORPORATIONS |
| FILED 09:01 AM 08/30/1991 |
| 912465045 - 2036887 |
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
CM SURFACE TREATMENT INC.
Pursuant to Section 242 of the
General Corporation Law of Delaware
The undersigned, the President and Secretary of CM Surface Treatment Inc., a Delaware corporation (the “Corporation”), hereby certify as follows:
1. Paragraph 1 of the Certificate of Incorporation of the Corporation is amended to read in its entirety as follows:
“FIRST: The name of the corporation is Oakite Products, Inc.”
2. The Certificate of Incorporation of the Corporation is amended by adding the following paragraph 6:
“SIXTH: The Corporation shall indemnify to the fullest extent permitted by Section 145 of the General Corporation Law of Delaware as amended from time to time each person that such Section grants the Corporation the power to indemnify.”
3. Pursuant to Sections 242 and 228 of the General Corporation Law of Delaware, the foregoing amendment was duly adopted by the unanimous written consent of the Board of Directors of the Corporation on August 30, 1991 and by the written consent of the sole stockholder of the Corporation on August 30, 1991.
Dated: August 30, 1991 | /s/ Wilhelm Meier | |
| Wilhelm Meier, President | |
| |
Attest: | |
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/s/ Mitchell K. Simon | | |
Mitchell K. Simon, Secretary | | |
| STATE OF DELAWARE |
| SECRETARY OF STATE |
| DIVISION OF CORPORATIONS |
| FILED 10:00 AM 06/30/2000 |
| 601338272 - 2036887 |
CERTIFICATE OF MERGER OF BRENT AMERICA, INC., (A Delaware Corporation)
INTO OAKITE PRODUCTS, INC. (a Delaware Corporation)
Pursuant to Section 251(c) of the General
Corporation Law of the State of Delaware
It is hereby certified, on behalf of each of the constituent corporations named below, as follows:
1. The names of the constituent corporations are Brent America, Inc., a Delaware corporation (“Corporation A”), and Oakite Products, Inc., a Delaware corporation (“Corporation B”). The Certificate of Incorporation of Corporation A was filed with the Secretary of State of Delaware on September 12, 1984. The Certificate of Incorporation of Corporation B was filed with the Secretary of State of Delaware on June 5, 1984.
2. An Agreement of Merger between Corporation A and Corporation B has been approved, adopted, certified, executed and acknowledged by Corporation A and Corporation B in accordance with Section 251(c) of the General Corporation Law of the State of Delaware
3. Corporation B is the surviving corporation.
4. The Certificate of Incorporation of Corporation B, the surviving corporation, shall not be amended and shall constitute the Certificate of Incorporation of the surviving corporation.
5. The executed Agreement of Merger is on file at the principal place of business of Corporation B, the surviving corporation, at 50 Valley Road, Berkeley Heights, NJ 07922-2798. A copy of the Agreement of Merger will be furnished by Corporation B, the surviving corporation, without cost, to any stockholder of Corporation A or Corporation B who sends a written request therefor to Corporation Be at its principal place of business indicated above.
Dated: | June 23, 2000 | | OAKITE PRODUCTS, INC. |
| | |
| By: | /s/ Ronald Felber | |
ATTEST: | | Ronald Felber, President |
| | |
/s/ Paul M. Silberbogen | | | |
Paul M. Silberbogen, Secretary | | |
| | |
| BRENT AMERICA INC. |
| | |
| | |
| By: | /s/ Ronald Felber | |
ATTEST: | | Ronald Felber, President |
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/s/ Philip E. Kelly | | | |
Philip E. Kelly, Secretary | | |
| | | | | | |
| STATE OF DELAWARE |
| SECRETARY OF STATE |
| DIVISION OF CORPORATIONS |
| FILED 11:00 AM 09/28/2001 |
| 010485351 - 2036887 |
CERTIFICATE OF MERGER
OF
DINOL (U.S.) INC.
INTO
OAKITE PRODUCTS, INC.
The undersigned corporation
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:
NAME | | STATE OF INCORPORATION | |
| | | |
Dinol (U.S.) Inc. | | Washington | |
Oakite Products, Inc. | | Delaware | |
SECOND: That an Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 252 of the General Corporation Law of Delaware.
THIRD: That the name of the surviving corporation of the merger is Oakite Products, Inc.
FOURTH: The Certificate of Incorporation of Oakite Products, Inc., a Delaware corporation which is the surviving corporation, shall be the Certificate of Incorporation.
FIFTH: That the executed Agreement of Merger is on file at an office of the surviving corporation, the address of which is 520 Madison Avenue, New York, NY 10022.
SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.
SEVENTH: The authorized capital stock of each foreign corporation which is a party to the merger is as follows:
Corporation | | Class | | Number of Shares | | Par value per share | |
Dinol (U.S.) Inc. | | Common | | 1000 | | Without par | |
EIGHTH: That this Certificate of Merger shall be effective on upon filing.
| OAKITE PRODUCTS, INC. |
| |
| | |
| By: | /s/ Ronald Felber | |
| Name: Ronald Felber | |
| Title: President | |
| | | | |
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
Of
OAKITE PRODUCTS, INC.
* * * * *
Oakite Products, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware
DOES HEREBY CERTIFY:
That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.
That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.
IN WITNESS WHEREOF, the corporation has caused this Certificate to be signed by an authorized officer, this 11 day of March, 2005.
| /s/ Donna M. Abrunzo | |
| Donna M. Abrunzo, Assistant Secretary |
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| |
| | State of Delaware |
| | Secretary of State |
| | Division of Corporations |
| | Delivered 12:07 PM 03/14/2005 |
| | FILED 11:44 AM 03/14/2005 |
| | SRV 050209924 – 2036887 FILE |
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