ARTICLES
OF
TECHNITROL, INC.
FIRST: The name of the corporation is TECHNITROL, INC.
SECOND: The purposes for which the corporation is organized are as
follows: To manufacture or otherwise produce, use, buy, sell and otherwise
deal in goods, wares, merchandise, and other articles of commerce and
personal property of every kind and nature including electrical, electronic
and mechanical equipment.
To acquire by purchase, lease, grant, gift, devise, bequest, exchange
of securities or property, or otherwise, any property, real or personal,
and any interest therein, including the business, good-will, rights and
assets of any person, partnership, association or corporation engaged in
any lawful business.
To hold, own, improve, develop, lease, sell, mortgage, pledge and
otherwise deal in, invest in and dispose of, any property, real or
personal, and any interest therein, including the business, good-will,
rights and assets of any person, partnership, association or corporation
engaged in any lawful business.
THIRD: The location and post office address of the registered office
of the corporation in the Commonwealth of Pennsylvania is 1952 East
Allegheny Avenue, Philadelphia, Pennsylvania 19134.
FOURTH: The corporation is to exist perpetually.
FIFTH: The aggregate number of shares which the corporation shall
have authority to issue is Thirty Million (30,000,000) shares of Common
Stock; the par value of said common stock shall be $.125 per share.
SIXTH: The directors of the Corporation shall be divided into three
classes, namely, Classes I, II and III, with each class consisting of not
less than one nor more than three directors, as determined in accordance
with the By-Laws of the Corporation. Class I directors elected at the 1977
annual meeting of shareholders shall initially serve until the next annual
meting following their election and until their successors shall be elected
and qualified. Class II directors elected at the 1977 annual meeting of
shareholders shall initially serve until the second annual meeting
following their election and until their successors shall be elected and
qualified. Class III directors elected at the 1977 annual meeting of
shareholders shall initially serve until the third annual meeting following
their election and until their successors shall be elected and qualified.
At each annual meeting of shareholders commencing with the 1978 annual
meeting, the successors to any class of directors whose terms shall then
expire shall be elected to serve three year terms. Directors elected as
hereinbefore provided may not be removed prior to the expiration of their
respective terms of office without cause.
Notwithstanding any provision of this Amended and Restated Articles of
Incorporation to the contrary, (1) no amendment to this Amended and
Restated Articles of Incorporation shall amend, alter, change or repeal any
provision of this Article SIXTH except upon the affirmative vote of the
holders of at least seventy-five percent of the outstanding shares of all
classes of capital stock of the Corporation entitled to vote thereon, and
(2) no amendment to this Amended and Restated Articles of Incorporation
shall be adopted empowering shareholders to remove directors without cause
except upon the affirmative vote of the holders of at least seventy-five
percent of the outstanding shares of all classes of capital stock of the
Corporation entitled to vote thereon.
SEVENTH: Except as set forth below, the affirmative vote of the
holders of at least seventy-five percent of the outstanding shares of all
classes of capital stock of the Corporation entitled to vote thereon, shall
be required in order to authorize or adopt (a) any agreement for the merger
or consolidation of the Corporation with or into any other corporation
which is required by law to be approved by shareholders, (b) any sale,
lease, transfer or other disposition by the Corporation of all or any
substantial part of the assets of the Corporation to any other corporation,
person or other entity, or (c) any issuance or delivery of securities of
the Corporation in exchange or payment for any securities, properties or
assets of any other person in a transaction in which the authorization or
approval of shareholders of the Corporation is required by law or by any
agreement to which the Corporation is a party, if as of the record date for
the determination of shareholders entitled to notice thereof and to vote
thereon or consent thereto, such other corporation, person or entity which
is a party to such transaction is the beneficial owner, directly or
indirectly, of more than 5% of the outstanding shares of stock of the
Corporation.
For purposes of this Article SEVENTH, (a) any corporation, person or
other entity shall be deemed to be the beneficial owner of any shares of
stock of the Corporation (i) which it owns directly, whether or not of
record, or (ii) which it has the right to acquire pursuant to any agreement
or understanding or upon exercise of conversion rights, warrants or
options, or otherwise, or (iii) which are beneficially owned, directly or
indirectly (including shares deemed owned through application of clause
(ii) above), by an "affiliate" or "associate" (as defined below), or (iv)
which are beneficially owned, directly or indirectly (including shares
deemed owned through application of clause (ii), above) by any other
corporation, person or entity with which it or its "affiliate" or
"associate" has any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of stock of the Corporation, and
(b) the outstanding shares of any class of stock of the Corporation shall
include shares deemed owned through application of clauses (a) (ii), (iii)
and (iv), above, but shall not include any other shares which may be
issuable pursuant to any agreement, or upon exercise of conversion rights,
warrants or options, or otherwise.
The term "affiliate" is defined as:
An "affiliate" of, or a person "affiliated" with, a specified person,
is a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control
with, the persons specified.
The term "associate" is defined as:
The term "associate" used to indicate a relationship with any person,
means (1) any corporation or organization (other than this Corporation or a
majority-owned subsidiary of this Corporation) of which such person is an
officer or partner or is directly or indirectly, the beneficial owner of
10% or more of any class of equity securities, (2) any trust or other
estate in which such person has a substantial beneficial interest or as to
which such person serves as trustee or in a similar fiduciary capacity, and
(3) any relative or spouse of such person, or any relative of such spouse,
who has the same home as such person or who is a director or officer of
this Corporation or any of its parents or subsidiaries.
The provisions of this Article SEVENTH shall not be applicable to (i)
any merger or consolidation of the Corporation with or into any other
corporation, or any sale or lease of all or any substantial part of the
assets of the Corporation to any other corporation, person or other entity,
if the Board of Directors of the Corporation shall by resolution have
approved a memorandum of understanding, letter of intent or agreement with
such other corporation, person or entity with respect to and substantially
consistent with such transaction, prior to the time that such other
corporation, person or entity shall have become a beneficial owner of more
than 5% of the outstanding shares of stock of the Corporation; or (ii) any
merger or consolidation of the Corporation with, or any sale of the
Corporation or any subsidiary thereof of any of the assets of, any
corporation of which a majority of the outstanding shares of stock is owned
of record or beneficially by the Corporation and its subsidiaries.
The Board of Directors shall have the power and duty to determine for
the purposes of this Article SEVENTH, on the basis of information known to
the Corporation, whether (i) such other corporation, person, or other
entity beneficially owns more than 5% of the outstanding shares of stock of
the Corporation, (ii) such corporation, person or entity is an "affiliate"
or "associate" (as defined above) of another, and (iii) the memorandum of
understanding, letter of intent or agreement referred to above is
substantially consistent with the transaction covered thereby. Any such
determination shall be conclusive and binding for all purposes of this
Article SEVENTH.
No amendment to the Articles of Incorporation of the Corporation shall
amend, alter, change or repeal any of the provisions of this Article
SEVENTH, unless the amendment effecting such amendment, alteration, change
or repeal shall receive the affirmative vote of the holders of at least
seventy-five percent of the outstanding shares of all classes of capital
stock of the Corporation entitled to vote thereon.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof
this 27th day of September, 1995.
TECHNITROL, INC.
By /s/Thomas J. Flakoll
----------------------------
Title: Thomas J. Flakoll, President