Exhibit 3
RESTATED CERTIFICATE OF INCORPORATION
OF
THERMO PROCESS SYSTEMS INC.
Thermo Process Systems Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as
follows: The date of filing of its original Certificate of
Incorporation with the Secretary of the State of Delaware was May
30, 1986. This Restated Certificate of Incorporation restates
and integrates all amendments to the Restated Certificate of
Incorporation of this corporation, filed with the Secretary of
State of Delaware on June 23, 1986, and has been duly adopted by
the written consent of the sole stockholder of this corporation
in accordance with Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware.
FIRST. The name of the corporation is Thermo Process Systems
Inc.
SECOND. The address of its registered office in the State of
Delaware if No. 1209 Orange Street, in the City of
Wilmington 19805, County of New Castle. The name of
its registered agent at such address is 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 the authority to issue is Ten
Million (10,000,000), and the par value of each of such
shares is Ten Cents ($0.10), amounting in the aggregate
to One Million and No/100 Dollars ($1,000,000).
FIFTH. The Board of Directors shall have the power to adopt,
amend or repeal the By-Laws.
SIXTH. No director shall be personally liable to the
corporation or its stockholders for monetary damages
for any breach of fiduciary duty by such director as a
director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by
applicable law (i) for 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
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involve intentional misconduct or a knowing violation
of law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law or (iv) for any transaction
from which the director derived an improper personal
benefit. No amendment to or repeal of this Article
SIXTH shall apply to or have any effect on the
liability or alleged liability of any director of the
corporation for or with respect to any acts or
omissions of such director occurring prior to such
amendment.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation
has been executed on behalf of the undersigned corporation by its
duly authorized officer and attested to by its duly authorized
Secretary this 23rd day of July, 1986.
THERMO PROCESS SYSTEMS INC.
By: /s/ Peter G. Pantazelos
--------------------------
Peter G. Pantazelos
Vice President and Chief
Financial Officer
ATTEST:
By: /s/ Paul F. Ferrari
-----------------------------
Paul F. Ferrari
Secretary
PAGE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THERMO PROCESS SYSTEMS INC.
Thermo Process Systems Inc. (the "Corporation"), a
corporation organized and existing under the laws of the State of
Delaware, hereby certifies as follows, pursuant to Section 242 of
the General Corporation Law of the State of Delaware:
1. That Article FOURTH of the Restated Certificate of
Incorporation of the Corporation, as restated on July 24, 1986,
is hereby amended to increase the number of authorized shares of
the Corporation's Common Stock, $0.10 par value per share, from
10,000,000 shares to 20,000,000 shares and that such amendment is
hereby effected by deleting said Article in its entirety and
inserting the following in substitution therefor:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is Twenty Million
(20,000,000) and the par value of each share is Ten Cents
($0.10)."
2. That the Board of Directors of the Corporation at a
meeting held on May 26, 1988, duly adopted the following
resolution:
RESOLVED: That the Board of Directors recommend to the
Stockholders the approval of an amendment to the
Corporation's Restated Certificate of
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Incorporation to increase the Corporation's
authorized voting Common Stock, $.10 par value
from 10,000,000 to 20,000,000 shares.
3. That the amendment to the Corporation's Restated
Certificate of Incorporation was duly adopted by affirmative vote
of Stockholders of the Corporation holding in excess of 50% of
the shares of Common Stock, $0.10 par value per share, of the
Corporation in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Thermo Process Systems Inc. has caused
this Certificate of Amendment to be signed by Walter J.
Bornhorst, its Chairman of the Board of Directors, Chief
Executive Officer and President, and attested by Paul F. Ferrari,
its Secretary, this 26th day of September, 1988.
THERMO PROCESS SYSTEMS INC.
By: /s/ Walter J. Bornhorst
-----------------------
Walter J. Bornhorst,
Chairman of the Board,
Chief Executive Officer
and President
ATTEST:
By: /s/ Paul F. Ferrari
-------------------
Paul F. Ferrari,
Secretary
PAGE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THERMO PROCESS SYSTEMS INC.
Thermo Process Systems Inc. (the "Corporation"), a
corporation organized and existing under the laws of the State of
Delaware, hereby certifies as follows, pursuant to Section 242 of
the General Corporation Law of the State of Delaware:
1. That Article FIRST of the Restated Certificate of
Incorporation of the Corporation, as restated on July
24, 1986 and amended on September 29, 1988 and on
October 19, 1989, is hereby amended to change the name
of the Corporation to Thermo TerraTech Inc. and that
such amendment is hereby effected by deleting said
Article in its entirety and inserting the following in
substitution therefor:
"Article FIRST: The name of the Corporation
is: Thermo TerraTech Inc."
2. That the Board of Directors of the Corporation at a
meeting held on December 13, 1995 duly adopted the
following resolution:
RESOLVED: That the Directors recommend that the
Shareholders of the Corporation approve an
amendment to the Corporation's Certificate of
Incorporation changing the name of the
Corporation to Thermo TerraTech Inc.
PAGE
3. That the amendment to the Corporation's Restated
Certificate of Incorporation was duly adopted by the
affirmative vote of Stockholders of the Corporation
holding in excess of 50% of the shares of Common Stock,
$.10 par value per share, of the Corporation in
accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Thermo Process Systems Inc. has caused
this Certificate of Amendment to be signed by John P. Appleton
its President and Chief Executive Officer and attested to by
Sandra L. Lambert, its Secretary, this 13th day of December,
1995.
Thermo Process Systems Inc.
By: /s/John P. Appleton
-------------------
John P. Appleton
President and Chief
Executive Officer
Attest:
By: /s/ Sandra L. Lambert
---------------------
Sandra L. Lambert, Secretary