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- S-4 Registration of securities issued in business combination transactions
- 3.3 Amended and Restated Certificate of Incorporation of Advo, Inc.
- 3.4 Restated By-laws of Advo, Inc.
- 3.5 Certificate of Incorporation of Advo Investment Company, Inc.
- 3.6 By-laws of Advo Investment Company, Inc., As Amended
- 3.7 Certificate of Incorporation of Coupon Distributors, Inc.
- 3.8 By-laws of Coupon Distributors, Inc., As Amended
- 3.9 Amended and Restated Certificate of Incorporation of Coupon Select, Inc.
- 3.10 By-laws of Coupon Select, Inc., As Amended
- 3.11 Certificate of Incorporation of Mailcoups, Inc., As Amended
- 3.12 By-laws of Mailcoups, Inc.
- 3.13 Certificate of Incorporation of Mailcoups Direct, Inc.
- 3.14 By-laws of Mailcoups Direct, Inc.
- 3.15 Articles of Amendment and Restatement of Mail Marketing Systems, Inc.
- 3.16 By-laws of Mail Marketing Systems, Inc.
- 3.17 Certificate of Incorporation of MBV, Inc.
- 3.18 By-laws of MBV, Inc., As Amended
- 3.19 Amended and Restated Certificate of Incorporation - NCH Marketing Services, Inc.
- 3.20 By-laws of NCH Marketing Services, Inc.
- 3.21 Certificate of Formation of NCH Nuworld, L.L.C.
- 3.22 Limited Liability Company Operating Agreement of NCH Nuworld, L.L.C.
- 3.23 Certificate of Incorporation of NCH Nuworld Spain Inc.
- 3.24 Amended and Restated By-laws of NCH Nuworld Spain Inc.
- 3.25 Certificate of Incorporation of Promotion Watch, Inc.
- 3.26 By-laws of Promotion Watch, Inc.
- 3.27 Amended Certificate of Incorporation - Relationship Marketing Group, Inc.
- 3.28 By-laws of Relationship Marketing Group, Inc.
- 3.29 Certificate of Incorporation of Shopwise.com, Inc.
- 3.30 By-laws of Shopwise.com, Inc.
- 3.31 Certificate of Incorporation of Vci Direct Mail, Inc.
- 3.32 By-laws of Vci Direct Mail, Inc.
- 3.33 Certificate of Incorporation of Vci Electronic Coupons, Inc.
- 3.34 By-laws of Vci Electronic Coupons, Inc.
- 3.35 Certificate of Incorporation of Vci Enterprises, Inc.
- 3.36 By-laws of Vci Enterprises, Inc.
- 3.37 Certificate of Incorporation of Valassis Coupon Clearing, Inc., As Corrected
- 3.38 By-laws of Valassis Coupon Clearing, Inc.
- 3.39 Certificate of Incorporation of Valassis Data Management, Inc.
- 3.40 By-laws of Valassis Data Management, Inc.
- 3.41 Certificate of Incorporation of Valassis International, Inc.
- 3.42 By-laws of Valassis International, Inc.
- 3.43 Certificate of Incorporation of Valassis Manufacturing Company
- 3.44 By-laws of Valassis Manufacturing Company
- 3.45 Cert. of Formation of Valassis Relationship Marking Systems, LLC. As Amended
- 3.46 Limited Liability Company Agreement Valassis Relationship Marketing Systems LLC
- 3.47 Cert. of Incorporation of Valassis Sales & Marketing Services, Inc. As Amended
- 3.48 By-laws of Valassis Sales & Marketing Services, Inc.
- 3.49 Certificate of Incorporation of Value Fair, Inc.
- 3.50 By-laws of Value Fair, Inc.
- 5.1 Opinion of Mcdermott Will & Emery LLP
- 5.2 Opinion of Gaboriault & Pearsall, P.C.
- 5.3 Opinion of Selzer Gurvitch Rabin & Obecny, CHTD.
- 12.1 Statements of Computation of Ratios
- 23.4 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
- 23.5 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
- 25.1 Statement of Eligibility of Trustee on Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Notice of Withdrawal
- 99.4 Form of Letter to Brokers
- 99.5 Form of Letter to Clients
- 99.6 Form of Exchange Agent & Depositary Agreement
Exhibit 3.29
Certificate of Incorporation
Of
ShopWise.com, Inc.
FIRST: The name of the corporation is ShopWisc.com, Inc. (the “Corporation”).
SECOND: The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The registered agent of the Corporation at that 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 Corporation shall be authorized to issue three thousand (3,000) shares of common stock and each share shall have a par value of one cent ($.01) per share.
FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, the number of members of which shall be set forth in the bylaws of the Corporation. Unless the bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.
SIXTH: In furtherance and not in limitation of the objectives, purposes and powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized and empowered to make, alter and repeal the bylaws of the Corporation, subject to the power of the stockholders of the Corporation to alter or repeal any bylaw made by the Board of Directors.
SEVENTH: The directors of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for any 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 repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.
EIGHTH:The name and mailing address of the Incorporator is Frances Gauthier c/o Klett Rooney Lieber & Schorling, 1201 Market Street, Suite 1501, Wilmington, Delaware 19801.
I, THE UNDERSIGNED,being the Incorporator, for the purpose of forming a corporation under the laws of the State of Delaware do make, file and record this Certificate of Incorporation, do certify that the facts herein stated are true, and, accordingly, have hereunto set my hand and seal this 4th day of April, 2000.
/s/ Frances Gauthier | (SEAL) | |||||
Frances Gauthier Incorporator |