- Track your favorite companies
- Receive email alerts for new filings
- Personalized dashboard of news and more
- Access all data and search results
- S-4 Registration of securities issued in business combination transactions
- 3.1 Articles of Incorporation
- 3.2 Bylaws of CDC Corporation
- 3.3 Certification of Incorporation of Engineered Pipe Systems, Inc.
- 3.4 Bylaws for Engineered Pipe Systems, Inc.
- 3.5 Certificate of Incorporation for Eric Company
- 3.6 Bylaws for Eric Company
- 3.7 Certificate of Incorporation for Exterior Systems, Inc.
- 3.8 Amended Bylaws for Exterior Systems, Inc.
- 3.9 Amended Certificate of Incorporation for Falcon Foam Corporation
- 3.10 Bylaws for Falcon Foam Corporation
- 3.11 Certificate of Formation for Integrex Ventures LLC
- 3.12 Operating Agreement for Integrex Ventures LLC
- 3.13 Certificate of Incorporation for Ipm Inc.
- 3.14 Amended Bylaws for Ipm Inc.
- 3.15 Certificate of Incorporation for Jefferson Holdings, Inc.
- 3.16 Bylaws for Jefferson Holdings, Inc.
- 3.17 Certificate of Formation for Modulo USA LLC
- 3.18 Operating Agreement for Modulo USA LLC
- 3.19 Certificate of Incorporation for Norandex Distribution, Inc.
- 3.20 Bylaws for Norandex Distribution, Inc.
- 3.21 Certificate of Incorporation for OCCV1, Inc.
- 3.22 Bylaws for OCCV1, Inc.
- 3.23 Certificate of Formation for OCCV2, LLC
- 3.24 Limited Liability Company Agreement for OCCV2, LLC
- 3.25 Certificate of Formation for OCCV3, LLC
- 3.26 Limited Liability Company Agreement for OCCV3, LLC
- 3.27 Certificate of Formation for OCCV4, LLC
- 3.28 Limited Liability Company Agreement for OCCV4, LLC
- 3.29 Certificate of Formation for Owens Corning Composite Materials, LLC
- 3.30 Operating Agreement for Owens Corning Composite Materials, LLC
- 3.31 Certificate of Formation for Owens Corning Construction Services, LLC
- 3.32 Operating Agreement for Owens Corning Construction Services, LLC
- 3.33 Certificate of Formation for Owens Corning Cultured Stone, LLC
- 3.34 Operating Agreement for Owens Corning Cultured Stone, LLC
- 3.35 Certificate of Formation for Owens Corning Fabwel, LLC
- 3.36 Operating Agreement for Owens Corning Fabwel, LLC
- 3.37 Articles of Incorporation for Owens-corning Fiberglas Technology Inc.
- 3.38 Amended Bylaws for Owens-corning Fiberglas Technology Inc.
- 3.39 Amended Certificate of Formation for Owens-corning Fiberglas Technology II, LLC
- 3.40 Operating Agreement for Owens-corning Fiberglas Technology II, LLC
- 3.41 Certificate of Formation for Owens Corning Foam Insulation, LLC
- 3.42 Operating Agreement for Owens Corning Foam Insulation, LLC
- 3.43 Certificate of Formation for Owens Corning Franchising, LLC
- 3.44 Operating Agreement for Owens Corning Franchising, LLC
- 3.45 Certificate of Incorporation for Owens-corning Funding Corporation
- 3.46 Bylaws for Owens-corning Funding Corporation
- 3.47 Certificate of Incorporation for Owens Corning Homexperts, Inc.
- 3.48 Bylaws for Owens Corning Homexperts, Inc.
- 3.49 Certificate of Incorporation for Owens Corning HT, Inc.
- 3.50 Bylaws for Owens Corning HT, Inc.
- 3.51 Certificate of Formation for Owens Corning Insulating Systems, LLC
- 3.52 Operating Agreement for Owens Corning Insulating Systems, LLC
- 3.53 Certificate of Incorporation for Owens Corning Overseas Holding, Inc.
- 3.54 Bylaws for Owens Corning Overseas Holding, Inc.
- 3.55 Certificate of Formation for Owens Corning Roofing and Asphalt, LLC
- 3.56 Operating Agreement for Owens Corning Roofing and Asphalt, LLC
- 3.57 Certificate of Formation for Owens Corning Sales, LLC
- 3.58 Operating Agreement for Owens Corning Sales, LLC
- 3.59 Certificate of Formation for Owens Corning Science and Technology, LLC
- 3.60 Operating Agreement for Owens Corning Science and Technology, LLC
- 3.61 Certificate of Formation for Owens Corning U.S. Holdings, LLC
- 3.62 Operating Agreement for Owens Corning U.S. Holdings, LLC
- 3.63 Amended Certificate of Incorporation for Palmetto Products, Inc.
- 3.64 Bylaws for Palmetto Products, Inc.
- 3.65 Amended and Restated Articles of Incorporation for Soltech, Inc.
- 3.66 Amended and Restated Bylaws for Soltech, Inc.
- 5.1 Opinion of Sidley Austin LLP.
- 5.2 Opinion of Stites & Harbison, PLLC.
- 5.3 Opinion of Reinhart Boerner Van Deuren S.C.
- 12.1 Statement Regarding Computation of Earnings to Fixed Charges.
- 21.1 Subsidiaries of Owens Corning.
- 23.1 Consent of Pricewaterhousecoopers LLP.
- 25.1 Statement of Eligibility of Lasalle Bank National Association, As Trustee
- 99.1 Form of Letter of Transmittal.
- 99.2 Form of Notice of Guaranteed Delivery.
- 99.3 Form of Our Client's Letter.
- 99.4 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Exhibit 3.15
CERTIFICATE OF INCORPORATION OF JEFFERSON HOLDINGS, INC.
I, the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do execute this Certificate of Incorporation and do hereby certify as follows:
FIRST. The name of the corporation is Jefferson Holdings, Inc.
SECOND. The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, in the County of New Castle. The name of its registered agent at such address is The Corporation Trust 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 shares of stock which the corporation shall have authority to issue is 1,000. All such shares are to be Common Stock, no par value, and are to be of one class.
FIFTH. The incorporator of the corporation is Steven A. Navarro, whose mailing address is c/o Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178.
SIXTH. Unless and except to the extent that the by-laws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.
SEVENTH. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors of the corporation is expressly authorized to make, alter and repeal the by-laws of the corporation, subject to the power of the stockholders of the corporation to alter or repeal any by-law whether adopted by them or otherwise.
EIGHTH. A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.
NINTH. The corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.
The undersigned incorporator hereby acknowledges that the foregoing certificate of incorporation is his act and deed on this the 29th day of July, 1998.
/s/ Steven A. Navarro |
Steven A. Navarro |
Incorporator |
CH1 3779666v.1