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- S-4 Registration of securities issued in business combination transactions
- 3.3 Charter of Ancillary Management Solutions, Inc., Dated October 6, 2000, As Amend
- 3.4 Bylaws of Ancillary Management Solutions, Inc.
- 3.5 Third Amended and Restated Certificate of Incorporation of Blue Medical Supply
- 3.6 Bylaws of Blue Medical Supply, Inc.
- 3.7 Certificate of Formation of Bottomline Medical Solutions, LLC
- 3.8 Amended and Restated Limited Liability Company Operating Agreement Bottomline
- 3.9 Restated Articles of Incorporation of Cascade Medical Supply, Inc.
- 3.10 Bylaws of Cascade Medical Supply, Inc.
- 3.11 Certificate of Formation of Claimone, LLC
- 3.12 Amended and Restated Limited Liability Company Operating Agreement Claimone
- 3.13 Articles of Incorporation of Dispensing Solutions Acquisition Corp.
- 3.14 Bylaws of Dispensing Solutions Acquisition Corp.
- 3.15 Articles of Incorporation of Dispensing Solutions Acquisition Corp.
- 3.16 Bylaws of Dispensing Solutions, Inc.
- 3.17 Certificate of Incorporation of DS Holdings, Inc.
- 3.18 Bylaws of DS Holdings, Inc.
- 3.19 Articles of Incorporation of DSRX, Inc.
- 3.20 Bylaws of DSRX, Inc.
- 3.21 Articles of Incorporation of Federal Medical Supplies, Inc.
- 3.22 Bylaws of Federal Medical Supplies, Inc.
- 3.23 Amended and Restated Certificate of Incorp of Gulf South Medical Supply, Inc.
- 3.24 Bylaws of Gulf South Medical Supply, Inc.
- 3.25 Certificate of Formation of Infolab, LLC
- 3.26 Limited Liability Company Operating Agreement of Project I Acquisition Sub, LLC
- 3.27 Articles of Incorporation of Keltman Pharmaceuticals, Inc., As Amended
- 3.28 Bylaws of Keltman Pharmaceuticals, Inc.
- 3.29 Certificate of Formation of Linear Holdings, LLC
- 3.30 Amended and Restated Limited Liability Company Operating Agreement Linear Hold
- 3.31 Certificate of Formation of Linear Medical Solutions, LLC, As Amended
- 3.32 Amended and Restated Limited Liability Company Operating Agreement Linear Med
- 3.33 Articles of Incorporation of Physician Sales & Service, Inc.
- 3.34 Bylaws of Physician Sales & Service, Inc.
- 3.35 Certificate of Limited Partnership of Physician Sales & Service Limited Partners
- 3.36 Amended and Restated Limited Partnership Agreement
- 3.37 Articles of Organization of Poc Management Group, LLC, Dated January 6, 2005
- 3.38 Amended and Restated Limited Liability Company Operating Agreement Poc
- 3.39 Charter of Proclaim, Inc.
- 3.40 Bylaws of Proclaim, Inc.
- 3.41 Articles of Incorporation of PSS Holding, Inc.
- 3.42 Bylaws of PSS Holding, Inc.
- 3.43 Articles of Incorporation of PSS Service, Inc.
- 3.44 Bylaws of PSS Service, Inc.
- 3.45 Amended and Restated Articles of Incorporation of Rebel Distributors Corp.
- 3.46 Amended and Restated Bylaws of Rebel Distributors Corp.
- 3.47 Articles of Organization of Scrip Pak, LLC
- 3.48 Amended and Restated Limited Liability Company Operating Agreement Scrip Pak
- 3.49 Certificate of Formation of Stat RX USA, LLC, As Amended
- 3.50 Amended and Restated Limited Liability Company Operating Agreement Stat RX USA
- 3.51 Charter of Theratech, Inc.
- 3.52 Bylaws of Theratech, Inc.
- 3.53 Articles of Incorporation of Thriftymed, Inc.
- 3.54 Bylaws of Thriftymed, Inc.
- 3.55 Certificate of Formation of World Medical Government Solutions, LLC
- 3.56 Amended and Restated Limited Liability Company Operating Agreement World Medical
- 3.57 Articles of Incorporation of Worldmed Shared Services, Inc.
- 3.58 Bylaws of Worldmed Shared Services, Inc.
- 4.4 Supplemental Indenture
- 5.1 Opinion of Alston & Bird LLP
- 10.9 Continuing Guaranty Agreement
- 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.5 Consent of KPMG LLP, Independent Registered Public Accounting Firm
- 25.1 Statement of Eligibility on Form T-1 Under the Trust Indenture Act of 1939
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 99.3 Form of Instructions to Registered Holder
Exhibit 3.51
CHARTER
OF
THERATECH, INC.
The undersigned, having capacity to contract and acting as the Incorporator for the Corporation under the Tennessee Business Corporation Act, adopts the following charter for such Corporation:
1. The name of the Corporation is Theratech, Inc.
2. The Corporation is authorized to issue five thousand (5,000) shares of common stock. All common stock shall have unlimited voting rights and are entitled to receive the net assets of the Corporation upon dissolution.
3. The name of the Corporation’s initial registered agent and the street address, county, city and zip code of the initial registered office are as follows:
Michael T. Price
1109 Myatt Drive
Madison, Tenn. 37115
DAVIDSON COUNTY
4. The name and complete address of the Incorporator is as follows:
Michael T. Price
1109 Myatt Drive
Madison, Tenn. 37115
DAVIDSON COUNTY
5. The street address and zip code of the principal office are as follows:
1109 Myatt Drive
Madison, Tenn. 37115
DAVIDSON COUNTY
6. The Corporation is for profit.
7. To the extent permitted by T.C.A. Section 48-12-102(h)(3), no director of the Corporation shall be personally liable to the Corporation, or its shareholders for monetary damages for breach of fiduciary duty as a director, except such limitation shall not eliminate or limit the liability of a director:
(a) For any breach of the director’s duty of loyalty to the Corporation or its shareholders;
(b) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(c) For unlawful distributions, pursuant to T.C.A. Section 48-18-304.
Pursuant to T.C.A. Section 48-18-101(c), any person, persons, officer or committee performing some or all of the duties of a Board of Directors shall be subject to the limitation of liability set forth above.
8. The Board of Directors, or any person, persons, officer or committee acting in lieu thereof, may fix or change the number of directors.
9. Pursuant toT.C.A. Section 48-18-101(c), the President of the Corporation shall serve as the Chief Executive Officer and perform all the duties of a Board of Directors. The President shall be elected at the annual meeting of the shareholders.
10. The initial person to serve as a director or in the capacity of a director is as follows:
Michael T. Price
1109 Myatt Drive
Madison, Tenn. 37115
DAVIDSON COUNTY
DATED: [illegible]
/s/ Michael T. Price
Michael T. Price, Incorporator