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- S-4 Registration of securities issued in business combination transactions
- 2.1 Purchase Agreement
- 2.2 Purch. Agmt Amendment
- 2.3 Exhibit 2.3
- 3.1 Cert Incorp Tport LLC
- 3.2 LLC Agmt Tport LLC
- 3.3 Cert Incorp Tport LTD
- 3.4 Bylaws Tport LTD
- 3.5 Artic Incorp TDS Lux
- 3.6 Partner Agmt Apollo
- 3.7 Cert Incorp Apollo I
- 3.8 Bylaws Apollo I
- 3.9 Cert Incorp Apollo II
- 3.10 Bylaws Apollo II
- 3.11 Cert Form Tport Tech
- 3.12 LLC Agmt Tport Tech
- 3.13 Charter Tport Fulfil.
- 3.14 Bylaws Tpor Fulfil.
- 3.15 Cert Incorp Tport Uk
- 3.16 Bylaws Tport Uk
- 3.17 Cert of Incorp Distrib
- 3.18 Bylaws Distrib
- 3.19 Cert Incorp Galileo Ba
- 3.20 Bylaws of Galileo Ba
- 3.21 Cert Incorp Galileo BR
- 3.22 Bylaws Galileo BR
- 3.23 Cert Incorp Galileo Int
- 3.24 Bylaws Galileo Intl
- 3.25 Cert Form Gal Int LLC
- 3.26 Bylaws Gal Int LLC
- 3.27 Cert Incorp Gal Int Ser
- 3.28 Bylaws Gal Intl Serv
- 3.29 Cert Form Gal Oper LLC
- 3.30 Bylaws Gal Oper LLC
- 3.31 Cert Form Gal Tech LLC
- 3.32 LLC Agmt Gal Tech LLC
- 3.33 Cert Incorp Gta Na
- 3.34 Bylaws Gta Na
- 3.35 Cert Incorp Hotelport
- 3.36 Bylaws Hotelport
- 3.37 Cert Incorp Hotelpt Int
- 3.38 Bylaws Hotelport Int
- 3.39 Art Incorp Internetwrk
- 3.40 Bylaws Internetwork
- 3.41 Cert Incorp Landmark
- 3.42 Bylaws Landmark
- 3.43 Cert Incorp Magellen
- 3.44 Bylaws Magellen
- 3.45 Part Reg Natl Internet
- 3.46 Part Agmt Internetwrk
- 3.47 Cert Incorp Neat Group
- 3.48 Bylaws Neat Group
- 3.49 Cert Incorp O Holdings
- 3.50 Bylaws O Holdings
- 3.51 Cert Incorp Octopus
- 3.52 Bylaws Octopus
- 3.53 Cert Form Orbitz Away
- 3.54 LLC Agmt Orbitz Away
- 3.55 Cert Incorp Orbitz Inc
- 3.56 Bylaws Orbitz Inc
- 3.57 Cert Form Orbitz LLC
- 3.58 LLC Agmt Orbitz LLC
- 3.59 Cert Incorp Orbitz WW
- 3.60 Bylaws Orbitz WW
- 3.61 Cert Incorp Quantitude
- 3.62 Bylaws Quantitude
- 3.63 Cert Incorp Quant Serv
- 3.64 Bylaws Quant Serv
- 3.65 Cert Form Raccoon Acq
- 3.66 LLC Agmt Raccoon Acq
- 3.67 Art Incorp SD Shepherd
- 3.68 Bylaws SD Shepherd
- 3.69 Cert Incorp Tport Inc
- 3.70 Bylaws Tport Inc
- 3.71 Cert Form Tport Devel
- 3.72 LLC Agmt Tport Devel
- 3.73 Cert Incorp Travel Ind
- 3.74 Bylaws Tport Ind
- 3.75 Cert Incorp Tport China
- 3.76 Bylaws Tport China
- 3.77 Cert Incorp Tport Bus
- 3.78 Bylaws Tport Bus
- 3.79 Cert Incorp Tport Amer
- 3.80 Bylaws Tport Amer
- 3.81 Cert Incorp Tport Oper
- 3.82 Bylaws Tport Oper
- 3.83 Cert Incorp Tport Hold
- 3.84 Bylaws Tport Hold
- 3.85 Cert Incorp Trip Net
- 3.86 Bylaws Trip Net
- 3.87 Cert Incorp Trip.com
- 3.88 Bylaws Trip.com
- 3.89 Art Incorp Trust Intl
- 3.90 Bylaws Trust Intl
- 3.91 Cert Incorp Warpspeed
- 3.92 Bylaws Warpspeed
- 3.93 Cert Incorp Wizcom
- 3.94 Bylaws Wizcom
- 4.1 Indenture Senior
- 4.2 Indenture Sub
- 4.3 Reg Rights Agmt Senior
- 4.4 Reg Rights Agmt Sub
- 4.5 Supp Indent 1 Senior
- 4.6 Supp Indent 1 Sub
- 4.7 Supp Indent 2 Senior
- 4.8 Supp Indenture 2 Sub
- 5.1 Opinion of STB
- 10.1 Restated Credit Agmt
- 10.2 Security Agreement
- 12.1 Earnings to FXD Charges
- 21.1 List of Subsidiaries
- 23.1 Consent Deloitte & Tou
- 23.2 Consent PWC
- 25.1 Form T-1
- 99.1 Form LTR Transmittal
- 99.2 Form LTR Broker Dealer
- 99.3 Form LTR to Clients
- 99.4 Form Notice Guar Deliv
- 29 Oct 10 Registration of securities issued in business combination transactions (amended)
- 4 Oct 10 Registration of securities issued in business combination transactions
- 8 May 07 Registration of securities issued in business combination transactions (amended)
- 30 Mar 07 Registration of securities issued in business combination transactions
Exhibit 3.61
CERTIFICATE OF INCORPORATION
OF
QUANTITUDE, INC.
* * * * *
1. The name of the corporation is Quantitude, Inc.
2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address in The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is Zero Dollars and One Cent ($0.01) amounting in the aggregate to Ten Dollars and No Cents ($10.00).
5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need riot be by written ballot.
6. The name and mailing address of the sole incorporator is:
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
7. The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto Set my hand this 23rd day of March, 2000.
| /s/ M.C. Kinnamon |
|
| Sole Incorporator |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATES OF INCORPORATION
OF
QUANTITUDE, INC.
Quantitude, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows:
FIRST: That the Board of Directors of the Company adopted a resolution proposing and declaring advisable the following amendment to the Company’s Certificate of Incorporation:
Article 4 of the Company’s Certificate of Incorporation be and hereby is amended to read as follows:
“The total number of shares of stock which the corporation shall have authority to issue is One Hundred Twenty Million (120,000,000) and the par value of each of such ducts is Zero Dollars and One Cent ($0.01) amounting in the aggregate to One Million Two Hundred Thousand Dollars ($1,200,000)”
SECOND: That the sole stockholder of the Company has approved such amendment by unanimous written consent is accordance with Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That such amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Quantitude, Inc, has caused this Certificate to be duly executed by its President and attested to by its Secretary this 6th day of September, 2000.
| /s/ Ronnie L. Thornhill |
| |
| Name: Ronnie L. Thornhill |
| |
| Title: President |
| |
|
|
| |
ATTEST: | |||
| |||
/s/ Jennifer L. Dressler |
| ||
Name: Jennifer L. Dressler | |||
Title: Assistant Secretary | |||
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
QUANTITUDE, INC.
Quantitude, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
FIRST: That the Board of Directors of the Corporation adopted a resolution proposing and declaring advisable the following amendment to the Corporations Certificate of Incorporation:
Article 4 of the Certificate of Incorporation is hereby amended to read in its entirety as follows:
“4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such share of common stock is Zero Dollars and One Cent ($0.01).”
SECOND: That the sole stockholder of the Corporation has approved such amendment by unanimous written consent in accordance with Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That such amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Quantitude, Inc. has caused this Certificate to be duly executed by its Vice President and attested by its Assistant Secretary this 13th day of September, 2002.
| /s/ Lynn A. Feldman |
| |
| Name: Lynn A. Feldman, |
| |
| Title: Vice President & Assistant Secretary | ||
|
|
| |
ATTEST: | |||
| |||
/s/ Richard Wisner |
| ||
Name: Richard Wisner | |||
Title: Vice President & Assistant Secretary | |||