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- S-4/A Registration of securities issued in business combination transactions
- 3.1 Certificate of Incorporation of Hexion U.S. Finance Corp.
- 3.2 Bylaws of Hexion U.S. Finance Corp.
- 3.3 Memorandum of Association of Hexion Nova Scotia Finance, Ulc
- 3.4 Articles of Association of Hexion Nova Scotia Finance, Ulc
- 3.5 Certificate of Incorporation of Hexion Specialty Chemicals
- 3.7 Certificate of Incorporation of BDS Two, Inc.
- 3.8 Bylaws of BDS Two, Inc.
- 3.9 Certificate of Incorporation of Borden Chemical Investments, Inc.
- 3.10 Bylaws of Borden Chemical Investments, Inc.
- 3.11 Certificate of Incorporation of Borden Chemical Foundry, Inc.
- 3.12 Bylaws of Borden Chemical Foundry, Inc.
- 3.13 Certificate of Incorporation of HSC Capital Corporation
- 3.14 Bylaws of HSC Capital Corporation
- 3.15 Certificate of Incorporation of Lawter International Inc.
- 3.16 Bylaws of Lawter International Inc.
- 3.17 Certificate of Incorporation of Borden Chemical International, Inc.
- 3.18 Bylaws of Borden Chemical International, Inc.
- 3.19 Certificate of Incorporation of Bakelite North America Holding Company
- 3.20 Bylaws of Bakelite North America Holding Company
- 3.21 Certificate of Incorporation of Bakelite Epoxy Polymers Corporation
- 3.22 Bylaws of Bakelite Epoxy Polymers Corporation
- 3.23 Certificate of Incorporation of Oilfield Technology Group, Inc.
- 3.24 Bylaws of Oilfield Technology Group, Inc.
- 3.25 Certificate of Formation of Hexion Ci Holding Company
- 3.26 Limited Liability Company Agreement of Hexion Ci Holding Company
- 4.27 Second Supplemental Indenture
- 4.28 Second Supplemental Indenture
- 4.29 Third Supplemental Indenture
- 4.30 Third Supplemental Indenture
- 4.31 Third Supplemental Indenture
- 5.1 Opinion of O'melveny & Myers LLP
- 5.2 Opinion of Connell Foley LLP
- 5.3 Opinion of Stewart Mckelvey Stirling Scales
- 12.1 Statement Regarding Computation of Ratios
- 21.1 List of Subsidiaries of the Registrant
- 23.1 Consent of Deloitte & Touche LLP
- 23.2 Consent of Pricewaterhousecoopers LLP
- 23.3 Consent of Pricewaterhousecoopers LLP
- 23.4 Consent of Pricewaterhousecoopers Aktiengesellschaft
- 25.1 Form T-1
- 99.1 Consent of Nigel D.T. Andrews
- 99.2 Consent of David C. House
- 99.3 Letter of Transmittal
- 99.4 Notice of Guaranteed Delivery
- 99.5 Letter to Brokers
- 99.6 Letter to Clients
- 30 Mar 10 Registration of securities issued in business combination transactions
- 17 Apr 07 Registration of securities issued in business combination transactions
- 30 Jun 06 Registration of securities issued in business combination transactions
- 28 Dec 05 Registration of securities issued in business combination transactions (amended)
Exhibit 3.11
CERTIFICATE OF INCORPORATION
of
BORDEN CHEMICAL FOUNDRY, INC.
The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the Delaware General Corporation Law, hereby certifies that:
1. The name of the Corporation is Borden Chemical Foundry, Inc.
2. The registered office and registered agent of the Corporation in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.
3. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.
4. The total number of shares of stock that the Corporation is authorized to issue is 1,000 shares of Common Stock, par value $.01 each.
5. The name and mailing address of the incorporator is Steven Teichman, 425 Lexington Avenue, New York, New York 10017.
6. The Board of Directors of the Corporation, acting by majority vote, may adopt, alter, amend or repeal the By-Laws of the Corporation.
7. Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article SEVENTH by the stockholders of the Corporation shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.
8. Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of the Directors of the Corporation need not be by written ballot.
IN WITNESS WHEREOF, the undersigned has signed this Certificate of Incorporation on April 2, 2001.
/s/ Steven Teichman |
Steven Teichman |
Sole Incorporator |