EXHIBIT 3.35
THE COMPANIES ACTS 1985 TO 1989
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COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
OF
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NORWICH ACQUISITION LIMITED
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1 The Company's Name is NORWICH ACQUISITION LIMITED
2 The Company's Registered Office is to be situate in England and Wales.
3 The Company's objects are:
(1) Without prejudice to the objects hereinafter specified to carry on
business as a General Commercial Company.
(2) To carry an any other business which may seem to the Company to be
capable of being conveniently or advantageously carried on in
connection or conjunction with any business of the Company with a
view directly or indirectly to enhancing the value of or to render
profitable or more profitable any of the Company's property, assets
or rights or expertise.
(3) To purchase or otherwise acquire and undertake all or any part of
the business property and liabilities of any company, firm, person
or body carrying on or proposing to carry on any business which the
Company is authorised to carry on or possessed of property suitable
for the purposes of the Company.
(4) To purchase or otherwise acquire take on lease or in exchange, let
or hire any real or personal property or assets or any rights or
privileges which the Company may think necessary or convenient or
capable of being profitably dealt with in such manner as may be
thought fit.
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(5) To amalgamate or enter into any partnership or into any arrangement
or other association for sharing profits union of interests,
co-operation, joint adventure, reciprocal concession or otherwise
with any company, firm, person or body carrying on or engaged in or
about to carry on or engage in any business or transactions which
the Company is authorised to carry on or engage in or any business
transaction capable of being conducted so as directly or indirectly
to benefit the Company.
(6) To subscribe, underwrite, purchase or otherwise acquire shares or
stock in or securities or investments of any nature whatsoever and
to subsidise or otherwise assist any such company and with or
without guarantee to sell, hold, re-issue or otherwise deal with
such shares, investments, stock or securities and any rights or
options in respect thereof and to buy and sell foreign exchange.
(7) To build, develop, construct, maintain, alter, enlarge, pull down,
remove or replace any buildings, works, factories, roads, structures
or facilities of all kinds and plant and machinery necessary or
convenient for the business of the Company and to join with any
person, firm or company in doing any of the things aforesaid.
(8) To enter into any arrangements with any Government or Authorities
supreme, municipal, local or otherwise and to obtain from any such
Government or Authority all rights, concessions, authorisations and
privileges that may seem conducive to the Company's objects or any
of them.
(9) To obtain the grant of, purchase or otherwise acquire any
concessions, contracts, licences, grants, trade marks, copyrights or
rights of any kind, patents, inventions, privileges, exclusive or
otherwise, authorities, monopolies, undertakings or businesses, or
any right or option in relation thereto, and to perform and fulfil
the terms and conditions thereof, and to carry the same into effect,
operate thereunder, develop, grant licences thereunder, and turn to
account, maintain or sell, dispose of, and deal with the same in
such manner as the Company may think expedient.
(10) To apply for, promote and obtain any provisional order, Act of
Parliament or charter for enabling the Company to carry any of its
objects into effect or for effecting any modification of the
Company's constitution or for any other purpose which may seem
expedient and to oppose any proceedings or applications which may
seem calculated directly or indirectly to prejudice the Company's
interests.
(11) To promote or join in the promotion of any company for the purpose
of acquiring all or any of the business, property, assets, rights
and liabilities of any company whether or not having objects similar
to those of the Company or for any other purpose which may seem
directly or indirectly calculated to benefit the Company and to
place or guarantee the placing of, underwrite, subscribe for or
otherwise acquire all or any part of the shares, debentures or other
securities of any such other company.
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(12) To enter into any arrangements or contracts with any person, firm or
company for carrying on the whole or any part of the business of the
Company, and to fix and determine their remuneration, which may be
by way of money payment, allotment of shares (either fully or partly
paid) or otherwise.
(13) To sell, exchange, lease, grant licences, dispose of, turn to
account or otherwise deal with the whole of the undertaking,
property, assets, rights and effects of the Company or any part
thereof for such consideration as may be considered expedient and in
particular shares, stock or other securities whether fully or partly
paid up.
(14) To pay for any rights or property acquired by the Company, and to
remunerate any person, firm or company rendering services to the
Company whether by cash payment or by the allotment of shares,
debentures or other securities of the Company credited as paid up in
full or in part or in any other manner whatsoever, and to pay all or
any of the preliminary expenses of the Company and of any company
formed or promoted by the Company.
(15) To invest the monies of the Company not immediately required for any
other purpose of the Company by the purchase of the shares or
securities of any company or by the purchase of any interest in land
or buildings or in such other manner as shall from time to time be
considered expedient.
(16) To guarantee the payment of any debentures, debenture stock, bonds,
mortgages, charges, obligations, interest, dividends, securities,
monies or shares or the performance of contracts or engagements of
any other company, firm or person and to give indemnities and
guarantees of all kinds and to enter into partnership or any joint
purse arrangement with any person, firm or Company having objects
similar to those of the Company or any of them.
(17) To guarantee or give indemnities or provide security whether by
personal obligation or covenant or by mortgaging or charging all or
any part of the undertaking, property and assets both present and
future and uncalled capital of the Company, or by all or any of such
methods, the performance of any contracts or obligations of any
person, firm or company whatsoever.
(18) To advance, lend or deposit money or give credit to or with any
company, firm or person on such terms as may be thought fit and with
or without security.
(19) To draw, make, accept, endorse, discount, execute and issue, and to
buy, sell and deal with bills of exchange, promissory notes,
debentures, bills of lading, warrants and other negotiable or
transferable instruments or securities.
(20) To raise or borrow and to secure or discharge any debt or obligation
of the Company, and to receive money on deposit or loan in such a
manner and on such terms as may seem expedient and in such manner as
may be thought fit and in particular by mortgages and charges and
the issue of debentures or debenture stock or other securities of
any description upon all or any part of the undertaking, property,
assets and rights of the Company both present and future including
any uncalled capital of the Company.
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(21) To establish and maintain or contribute to any scheme for the
acquisition by trustees of shares in the Company or its holding
company to be held by or for the benefit of employees (including any
Director holding a salaried employment or office) of the Company or
(so far as for the time being permitted by law) any of the Company's
subsidiaries and to lend money (so far as aforesaid) to any such
employees to enable them to acquire shares of the Company or its
holding company and to formulate and carry into effect any scheme
for sharing profits with any such employees.
(22) To establish and maintain or procure the establishment and
maintenance of any contributory or non-contributory pension or
super-annuation funds for the benefit of, and to give or procure the
giving of donations, gratuities, pensions, allowances or emoluments
to any persons who are or were at any time in the employment or
service of the Company or of any company which is a subsidiary of
the Company or any such holding company or otherwise is allied to or
associated with the Company, or who are or were at any time
directors or officers of the Company or of any such other company,
and the wives, widows, families and dependants of any such persons;
to establish and subsidise and subscribe to any institutions,
associations, clubs or funds calculated to be for the benefit of or
to advance the interests and well-being of the Company or of any
such other company and make payments to or towards the insurance of
any such person and do any of the matters aforesaid either alone or
in conjunction with any such other company as aforesaid.
(23) To purchase and maintain insurance for or for the benefit of any
person or persons who are or were at any time directors, officers or
employees or auditors of the Company, or of any other company which
is its holding company, or any company which is associated with the
Company, or of any subsidiary undertaking of the Company or trustees
of any pension fund in which any employees of the Company or of any
such other company or subsidiary undertaking are interested,
including (without prejudice to the generality of the foregoing)
insurance against any liability incurred by such persons in respect
of any act or omission in the actual or purported execution and/or
discharge of their duties and/or in the exercise or purported
exercise of their powers and/or otherwise in relation to their
duties, powers or offices in relation to the Company or any such
other company, subsidiary undertaking or pension fund and to such
extent as may be permitted by law to indemnify or to exempt any such
person against or from any such liability; for the purposes of this
clause "holding company" and "subsidiary undertaking" shall have the
same meanings as in the Companies Act 1985 as amended by the
Companies Act 1989.
(24) To distribute among the members of the Company in specie or
otherwise any property or assets of the Company subject to any
consent required by law.
(25) To procure the registration, recognition or incorporation of the
Company in or under the laws of any territory outside England.
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(26) To issue any securities which the Company has power to issue for any
other purpose by way of security or indemnity or in satisfaction of
any liability undertaken or agreed to be undertaken by the Company.
(27) To guarantee or otherwise support or secure, either with or without
the Company receiving any consideration or advantage and whether by
personal covenant or by mortgaging or charging all or any part of
the undertaking, property, assets, rights and revenues (present and
future) and uncalled capital of the Company, or by both such methods
or by any other means whatever, the discharge and performance
respectively of the liabilities and obligations of and the repayment
or payment of any moneys whatever by any person, firm or company,
including (but not limited to):
(i) the discharge and performance respectively of any liabilities
and obligations whatever of, and the repayment or payment of
any moneys whatever by, any company which is for the time
being or is likely to become the Company's holding company or
a subsidiary of the Company or another subsidiary of the
Company's holding company (the terms 'holding company' and
'subsidiary' having the meanings given to them by Section 736
of the Companies Act 1985) or otherwise associated with the
Company in business; and
(ii) the discharge and performance respectively of any liabilities
and obligations incurred in connection with or for the purpose
of the acquisition of shares in the Company or in any company
which is for the time being the Company's holding company
insofar as the giving of any such guarantee or other support
or security is not prohibited by law; and
(iii) the repayment or payment of the principal amounts of, and
premiums, interest and dividends on, any borrowings and
securities.
(28) To the extent that the same is permitted by law to give financial
assistance for the purpose of the acquisition of shares in the
Company or in the Company's holding company (as that term is defined
by Section 736 of the Companies Act 1985) for the time being and for
the purpose of reducing or discharging a liability incurred for the
purpose of such an acquisition and to give such assistance by means
of a gift, loan or guarantee, indemnity, the provision of security
or otherwise howsoever permitted by law.-
(29) To do all or any of the things and matters aforesaid in any part of
the world, and either as principals, agents, contractors, trustees
or otherwise, and by or through subsidiary companies, agents,
sub-contractors or trustees or otherwise, and either alone or in
conjunction with others.
(30) To do all such other things as may be considered to be incidental or
conducive to any of the above objects.
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And it is hereby declared that the objects of the Company as
specified in each of the foregoing paragraphs of this clause shall
be separate and distinct objects and shall not be restrictively
construed but the widest interpretation shall be given thereto, and
they shall not, except where the context expressly so requires, be
in any way limited or restricted by reference to or inference from
the terms of any other sub-clause or the order in which the same
occur or by the name of the Company.
4. The liability of the Members is limited.
5. The Authorised Share Capital of the Company is (pound)1,000 divided into
1,000 Ordinary Shares of (pound)1 each.
Note: Clauses 3 (27) and (28) inserted by special resolution dated 2 July 1999
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WE, the Subscribers to this Memorandum of Association wish to be formed
into a Company pursuant to this Memorandum; and we agree to take the number of
shares shown opposite our respective names.
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NAMES and ADDRESSES of SUBSCRIBERS Number of Shares
taken by each
Subscriber
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EMMANUEL COHEN ONE
2nd Floor
80 Great Eastern Street
London EC2A 3JL
Company Director
VIOLET COHEN ONE
2nd Floor
80 Great Eastern Street
London EC2A 3JL
Company Director ______________________
Total shares taken TWO
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DATED the 14th day of June 1999
WITNESS to the above signatures:
RM COMPANY SERVICES LIMITED
7
2nd Floor
80 Great Eastern Street
London EC2A 3JL
Company Formation Agent
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