EXHIBIT 3.35
CERTIFICATE OF INCORPORATION
OF
IT DEUTSCHLAND, INC.
* * * *
1. The name of the corporation is
IT DEUTSCHLAND, INC.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the city of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is one thousand (1,000) and the par value of each of such
share is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars
($1,000.00).
5. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
V.A. Brookens Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
J.L. Austin Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
M.C. Kinnamon Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.
8. Elections of directors need not be by written ballot unless the by-
laws of the corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.
9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
10. To the fullest extent permitted by the Delaware General Corporation
Law, as the same exists or may hereafter be amended, a director of this
corporation shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty of a director.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of
Delaware, do make this certificate, hereby declaring and certifying that this is
our act and deed and the facts herein stated are true, and accordingly have
hereunto set our hands this 13th day of December, 1989.
/s/ V.A. Brookens
--------------------------
V.A. BROOKENS
/s/ J.L. Austin
--------------------------
J.L. AUSTIN
/s/ M.C. Kinnamon
--------------------------
M.C. KINNAMON
AGREEMENT OF MERGER
THIS AGREEMENT OF MERGER, dated the 31st day of March, l995, is between IT
DEUTSCHLAND, INC., a Delaware Corporation ("Surviving Corporation"), IT ITALIA,
INC., a Delaware Corporation, and IT ESPANA, INC., a Delaware Corporation
("Disappearing Corporations"), and is made pursuant to (S)251 of the General
-------
Corporation Law of the State of Delaware.
- ---------------
RECITALS
A. Surviving Corporation is a Delaware corporation authorized to issue
one thousand (1,000) common shares of the par value of One Dollar ($1.00) per
share, of which there are outstanding on the date of this Agreement, one hundred
(100) shares.
B. Disappearing Corporations are Delaware corporations, each authorized
to issue one thousand (1,000) common shares of the par value of One Dollar
($1.00) per share, of which there are outstanding, as to each, on the date of
this Agreement, one hundred (100) shares.
C. The Surviving Corporation and Disappearing Corporations desire to
merge into a single corporation, as hereinafter specified.
D. The registered office of IT DEUTSCHLAND, INC. in the State of Delaware
is located at 32 Loockerman Square, Suite L-100, in the City of Dover, County of
Kent, and the name of its registered agent at such address is the Prentice-Hall
Corporation System, Inc.; the registered office of IT ESPANA, INC. in the Stare
of Delaware is located at 32 Loockerman Square, Suite L-100, in the City of
Dover, County of Kent, and the name of its registered agent at such address is
the Prentice-Hall Corporation System, Inc.; the registered office of IT ITALIA,
INC. in the State of Delaware is located at 32 Loockerman Square, Suite L-100,
in the City of Dover, County of Kent, and the name of its registered agent at
such address is the Prentice-Hall Corporation System, Inc.
AGREEMENT
Surviving Corporation and Disappearing Corporations agree to merge on and
be subject to the following terms and conditions:
1. Merger. On the Effective Date (as defined in Section 4(c) hereof),
Disappearing Corporations shall merge with and into Surviving Corporation (the
"Merger"); the corporate existence of Surviving Corporation shall continue; and
the separate corporate existence of Disappearing Corporations shall cease. The
corporate identity, existence, name, purposes, franchises, powers, rights and
immunities of Surviving Corporation shall continue unaffected and unimpaired by
the Merger; and the corporate identity, existence, purposes, franchises, powers,
rights, and immunities of Disappearing Corporations shall vest in Surviving
Corporation. Surviving Corporation shall be subject to all of the debts and
liabilities of Disappearing Corporations as if Surviving Corporation had itself
incurred them, and all rights of creditors and all liens upon the property of
each of Surviving Corporation and Disappearing Corporations shall be preserved,
unimpaired, provided that liens, if any upon the property of Disappearing
Corporations shall be limited to the property affected by those liens
immediately prior to the Effective Date.
2. Certificate of Incorporation. The Certificate of Incorporation of
Surviving Corporation shall be and remain its Certificate of Incorporation,
surviving this merger, except that Article I shall be amended to read as
follows:
"The name of this Corporation is IT INTERNATIONAL HOLDINGS, INC."
3. Outstanding Shares. All of the issued and outstanding shares of
Surviving Corporation (IT DEUTSCHLAND, INC.) and all of the issued and
outstanding shares of Disappearing Corporations (IT ESPANA, INC. and IT ITALIA,
INC.) are owned by INTERNATIONAL TECHNOLOGY CORPORATION; therefore, by virtue of
the Merger and without any action of any shareholder, upon the Effective Date
each share of capital stock of Disappearing Corporations outstanding immediately
prior to the Effective Date shall be canceled, and no shares of the Surviving
Corporation shall be issued in exchange therefor.
4. The terms and conditions of the Merger are as follows:
(a) Bylaws. The Bylaws of Surviving Corporation as they shall exist
on the Effective Date of this Merger shall be and remain the Bylaws of Surviving
Corporation until the same shall be altered, amended or repealed as therein
provided.
(b) Directors and Officers. The Directors and officers of Surviving
Corporation shall continue in office until the next annual meeting of
Shareholders and until their successors have been elected and qualified.
(c) Effective Date. Surviving Corporation and Disappearing
Corporations shall each take or cause to be taken all such actions, or do or
cause to be done all such things, as are necessary, proper, or advisable under
the laws of the State of Delaware to make effective the Merger provided in this
Agreement, subject, however, to compliance with all other applicable laws.
Provided this Agreement is not abandoned, the Effective Date of the Merger shall
be the date of filing with the Secretary of State of Delaware. The date on which
the Merger so becomes effective is referred to in this Agreement as the
"Effective Date."
(d) Transfer of Property, Rights and Interests. Upon the Merger
becoming effective, all the property, rights, privileges, franchises, patents,
trademarks, licenses, registrations and other assets of every kind and
description of the Disappearing Corporations shall be transferred to, be vested
in, and devolve upon the Surviving Corporation without further act or deed, and
all property, rights, and every other interest of Surviving Corporation and the
Disappearing Corporations shall be as effectively the property of Surviving
Corporation as they were of the Surviving Corporation and the Disappearing
Corporations, respectively.
(e) Further Actions. Disappearing Corporations hereby agree from time
to time, as and when requested by Surviving Corporation or by its successors or
assigns, to execute and deliver or cause to be executed and delivered all such
deeds and instruments and to take or cause to be taken such further or other
action as Surviving Corporations may deem necessary or desirable in order to
vest in and confirm to Surviving Corporation title to and possession of any
property of the Disappearing Corporations acquired or to be acquired by reason
of or as a result of the Merger herein provided for, and otherwise to carry out
the intent and purposes hereof, and the proper officers and directors of
Disappearing Corporations and the proper officers and directors of Surviving
Corporation are fully authorized in the name of the Disappearing Corporations or
otherwise to take any and all such action.
5. Abandonment of Merger. Any time prior to the Effective Date, this
Merger may be abandoned without further obligation or liability by action of the
Board of Directors of any of the constituent corporations, notwithstanding
approval of the merger by their Shareholder.
6. Surrender of Share Certificates. After the Effective Date, the holder
of the outstanding certificate evidencing the shares of Disappearing
Corporations shall surrender the
certificate, duly endorsed as Surviving Corporation may require, to Surviving
Corporation or its agent for cancellation.
7. Other Provisions.
(a) Amendment. This Agreement may be amended by the Boards of
Directors of the constituent corporations at any time prior to the Effective
Date, provided that an amendment made subsequent to the adoption of this
Agreement by the Shareholders of any constituent corporation shall not (i) alter
or change the amount or kind of shares, securities, cash, property and/or rights
to be received and exchanged for or on conversion of all or any of the shares of
any class or series thereof of such constituent corporation, (ii) alter or
change any terms of a certificate of incorporation to be affected by the Merger,
or (iii) alter or change any of the terms and conditions of this Agreement if
such alteration or change would adversely affect the holders of any class or
series thereof of such constituent corporation.
(b) Governing Law. This Agreement of Merger shall be governed by the
laws of the State of Delaware applicable to contracts made and to be performed
in Delaware.
(c) Entire Agreement. This Agreement contains the entire agreement of
the parties to this Agreement and supersedes any prior written or oral agreement
between them concerning the subject matter contained in this Agreement.
(d) Counterparts. This Agreement of Merger may be executed in any
number of counterparts and each such counterpart shall be deemed to be an
original instrument, but all of such counterparts together shall constitute but
one agreement.
IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval
and authority duly given by resolutions adopted by the respective Boards of
Directors and that fact having been certified on said Agreement of Merger by the
Assistant Secretary of each corporate
party thereto, have caused these presents to be executed by the President of
each party hereto as the respective act, deed and agreement of each of said
corporations on this 31st day of March, 1995.
Surviving Corporation:
IT DEUTSCHLAND, INC.,
a Delaware Corporation
By:/s/ Robert B. Sheh
-----------------------------
Robert B. Sheh, President
By:/s/ James M. Redwine
-----------------------------
James M. Redwine, Assistant Secretary
Disappearing Corporations:
IT ESPANA, INC.
a Delaware Corporation
By:/s/ Robert B. Sheh
-----------------------------
Robert B. Sheh, President
By:/s/ James M. Redwine
-----------------------------
James M. Redwine, Assistant Secretary
IT ITALIA, INC.
a Delaware Corporation
By:/s/ Robert B. Sheh
-----------------------------
Robert B. Sheh, President
By:/s/ James M. Redwine
-----------------------------
James M. Redwine, Assistant Secretary
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
IT INTERNATIONAL HOLDINGS, INC.
IT International Holdings, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation by the unanimous
written consent of its members, filed with the minutes of the Board, adopted and
approved the following to amend the Certificate of Incorporation of said
corporation:
RESOLVED, that the Certificate of Incorporation of IT International
Holdings, Inc. be amended by changing the first Article thereof so
that, as amended, said Article shall be and read as follows:
1. The name of the corporation is: IT International Operations, Inc.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, IT International Holdings, Inc. has caused this
certificate to be signed by James M. Redwine, its Assistant Secretary, this 22nd
day of January, 1999.
IT International Holdings, Inc.
By:/s/ James M. Redwine
-----------------------------
James M. Redwine, Assistant Secretary