EXHIBIT 3.8
CERTIFICATE OF MERGER
OF
TORREY WAVETEK ACQUISITION CORPORATION
(a Delaware corporation)
INTO
WAVETEK CORPORATION
(a Delaware corporation)
Wavetek Corporation hereby certifies as follows:
FIRST. The name and state of incorporation of each of the constituent
corporations are Torrey Wavetek Acquisition Corporation, a Delaware corporation,
and Wavetek Corporation, a Delaware corporation.
SECOND. An agreement of merger has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with Section 251 of the General Corporation Law of the State of Delaware.
THIRD. The name of the surviving corporation is Wavetek Corporation.
FOURTH. The certificate of incorporation of the surviving corporation
shall be amended upon the filing of this certificate of merger to read in its
entirety as set forth on Exhibit A attached hereto.
FIFTH. The executed agreement of merger is on file at the principal
place of business of the surviving corporation, the address of which is 9145
Balboa Avenue, San Diego, California 92123.
SIXTH. A copy of the agreement of merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.
IN WITNESS WHEREOF, the undersigned has executed this certificate of
merger as of June 28, 1991.
WAVETEK CORPORATION
By: /s/ C. Frederick Sehnert
-------------------------
C. Frederick Sehnert,
President
Attest:
/s/ Sandra M. Walker
- ----------------------
Sandra M. Walker,
Secretary
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EXHIBIT A
CERTIFICATE OF INCORPORATION
OF
WAVETEK CORPORATION
FIRST. The name of the corporation is Wavetek Corporation.
SECOND. The address of the corporation's 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.
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 shall have
authority to issue is 100 shares of Common Stock, and the par value of each of
such shares is $1.00.
FIFTH. The board of directors of the corporation is expressly
authorized to adopt, amend or repeal by-laws of the corporation.
SIXTH. Elections of directors need not be by written ballot except
and to the extent provided in the by-laws of the corporation.
SEVENTH. Any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of the shares at
the time entitled to vote at an election of directors, whether or not the board
of directors is classified as provided in subsection (d) of Section 141 of Title
8 of the Delaware Code.
EIGHTH. A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such exemption from liability
or limitation thereof is not permitted under the Delaware Gen-eral
Corporation Law as currently in effect or as the same may hereafter be
amended. No amendment, modification or repeal of this Article EIGHTH shall
adversely affect any right or protection of a director that exists at the
time of such amendment, modification or repeal.