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- S-4 Registration of securities issued in business combination transactions
- 3.7 Certificate of Incorporation of Atlantic Retail Ventures, Inc.
- 3.8 Certificate of Amendment to Certificate of Incorporation
- 3.9 Bylaws of Atlantic Retail Ventures, Inc.
- 3.10 Certificate of Limited Partnership of Ignition L.P.
- 3.11 Certificate of Amendment to the Certificate of Limited Partnership
- 3.12 Limited Partnership Agreement
- 3.13 Articles of Incorporation of Itc Services, Inc.
- 3.14 Articles of Amendment to the Articles of Incorporation
- 3.15 Articles of Amendment to the Articles of Incorporation
- 3.16 Articles of Amendment to Articles of Incorporation
- 3.17 Bylaws of Itc Services, Inc.
- 3.18 Articles of Incorporation of Merchandising Support Services, Inc.
- 3.19 Bylaws of Merchandising Support Services, Inc.
- 3.20 Articles of Organization of Radioshack Customer Service LLC
- 3.21 Limited Liability Company Operating Agreement of Radioshack Customer Service LLC
- 3.22 Articles of Incorporation of Radioshack Global Sourcing Corporation
- 3.23 Certificate of Amendment to Articles of Incorporation
- 3.24 Certificate of Amendment to Articles of Incorporation
- 3.25 Bylaws of Radioshack Global Sourcing Corporation
- 3.26 Articles of Incorporation of Radioshack Global Sourcing, Inc.
- 3.27 Certificate of Amendment to Articles of Incorporation
- 3.28 Certificate of Amendment to Articles of Incorporation
- 3.29 Bylaws of Radioshack Global Sourcing, Inc.
- 3.30 Certificate of Limited Partnership of Radioshack Global Sourcing Limited Partner
- 3.31 Certificate of Amendment to Certificate of Limited Partnership
- 3.32 Certificate of Amendment to Certificate of Limited Partnership
- 3.33 Certificate of Amendment to Certificate of Limited Partnership
- 3.34 Limited Partnership Agreement of Radioshack Global Sourcing Limited Partnership
- 3.35 Articles of Incorporation of RS Ig Holdings Incorporated
- 3.36 Articles of Amendment to the Articles of Incorporation of RS Ig Holdings Incorpo
- 3.37 Certificate of Amendment of RS Ig Holdings Incorporated
- 3.38 Statement of Change of Registered Agent of RS Ig Holdings Incorporated
- 3.39 Bylaws of RS Ig Holdings Incorporated
- 3.40 Certificate of Formation of Rsignite, LLC
- 3.41 Limited Liability Company Operating Agreement of Rsignite, LLC
- 3.42 Certificate of Incorporation of SCK, Inc.
- 3.43 Certificate of Amendment of Certificate of Incorporation of SCK, Inc.
- 3.44 Bylaws of SCK, Inc.
- 3.45 Certificate of Incorporation of Tandy Finance Corporation
- 3.46 Certificate of Change of Location of Registered Office and of Registered Agent
- 3.47 Bylaws of Tandy Finance Corporation
- 3.48 Articles of Incorporation of Tandy Holdings, Inc
- 3.49 Bylaws of Tandy Holdings, Inc.
- 3.50 Articles of Incorporation of Tandy International Corporation
- 3.51 Bylaws of Tandy International Corporation
- 3.52 Certificate of Limited Partnership of Te Electronics LP
- 3.53 Te Electronics LP Limited Partnership Agreement
- 3.54 Certificate of Incorporation of TRS Quality, Inc.
- 3.55 Certificate of Change of Location of Registered Office and of Registered Agent
- 3.56 Amended and Restated Bylaws of TRS Quality, Inc
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 5.2 Opinion of Holland & Hart LLP
- 5.3 Opinion of Thompson & Knight LLP
- 5.4 Opinion of Hunton & Williams LLP
- 10.70 Employment Offer Letter
- 12.1 Computation of Ratio of Earnings to Fixed Charges
- 21.1 Radioshack Significant Subsidiaries
- 23.1 Consent of Pricewaterhousecoopers LLP
- 25.1 Form T-1 Statement of Eligibility
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
Exhibit 3.45
CERTIFICATE OF INCORPORATION
OF
TANDY FINANCE CORPORATION
The undersigned natural person acting as Incorporator pursuant to Section 102 of the General Corporation Law of the State of Delaware does hereby adopt the following Certificate of Incorporation:
FIRST: The name of the Corporation is Tandy Finance Corporation.
SECOND: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. 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 Delaware.
FOURTH: The total number of shares which the Corporation is authorized to issue is one thousand (1000) shares, all with a par value of one cent ($.01) per share, designated Common Stock with identical rights and privileges in every respect.
FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the by-laws of the Corporation.
SIXTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to make amend and repeal the by-laws.
SEVENTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware or (iv) for any transaction from which the director derived an improper personal benefit if the General Corporation Law of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. Any repeal or modification of this provision shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
EIGHTH: The Incorporator is Janet O’Neil, whose mailing address is 100 Throckmorton St., Suite 1725, Ft. Worth, Texas 76102.
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 and accordingly, have hereto set my hand this 25th day of July, 1999.
/s/ Janet O’Neil |
Janet O’Neil |
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