EXHIBIT 3.7
THE COMPANIES LAW (1998 REVISION)
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COMPANY LIMITED BY SHARES
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MEMORANDUM OF ASSOCIATION
OF
TIOXIDE AMERICAS INC.
(Adopted by Special Resolution on 25th June, 1999)
1. The name of the Company is Tioxide Americas Inc..
2. The Registered Office of the Company shall be at the offices of Maples
and Calder, Attorneys-at-Law, Ugland House, South Church Street, P.O. Box 309,
George Town, Grand Cayman, Cayman Islands, British West Indies or at such other
place as the Directors may from time to time decide.
3. The objects for which the Company is established are unrestricted and
shall include, but without limitation, the following:
(i) (a) To carry on the business of an investment company and to act as
promoters and entrepreneurs and to carry on business as financiers, capitalists,
concessionaires, merchants, brokers, traders, dealers, agents, importers and
exporters and to undertake and carry on and execute all kinds of investment,
financial, commercial, mercantile, trading and other operations.
(b) To carry on whether as principals, agents or otherwise howsoever the
business of realtors, developers, consultants, estate agents or managers,
builders, contractors, engineers, manufacturers, dealers in or vendors of
all types of property including services.
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(ii) To exercise and enforce all rights and powers conferred by or incidental
to the ownership of any shares, stock, obligations or other securities
including without prejudice to the generality of the foregoing all such
powers of veto or control as may be conferred by virtue of the holding by
the Company of some special proportion of the issued or nominal amount
thereof, to provide managerial and other executive, supervisory and
consultant services for or in relation to any company in which the Company
is interested upon such terms as may be thought fit.
(iii) To purchase or otherwise acquire, to sell, exchange, surrender, lease,
mortgage, charge, convert, turn to account, dispose of and deal with real
and personal property and rights of all kinds and, in particular,
mortgages, debentures, produce, concessions, options, contracts, patents,
annuities, licences, stocks, shares, bonds, policies, book debts, business
concerns, undertakings, claims, privileges and choses in action of all
kinds.
(iv) To subscribe for, conditionally or unconditionally, to underwrite, issue
on commission or otherwise, take, hold, deal in and convert stocks, shares
and securities of all kinds and to enter into partnership or into any
arrangement for sharing profits, reciprocal concessions or cooperation
with any person or company and to promote and aid in promoting, to
constitute, form or organise any company, syndicate or partnership of any
kind, for the purpose of acquiring and undertaking any property and
liabilities of the Company or of advancing, directly or indirectly, the
objects of the Company or for any other purpose which the Company may
think expedient.
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(v) To stand surety for or to guarantee, support or secure the performance of
all or any of the obligations of any person, firm or company whether or
not related or affiliated to the Company in any manner and whether by
personal covenant or by mortgage, charge or lien upon the whole or any
part of the undertaking, property and assets of the Company, both present
and future, including its uncalled capital or by any such method and
whether or not the Company shall receive valuable consideration therefor.
(vi) To engage in or carry on any other lawful trade, business or enterprise
which may at any time appear to the Directors of the Company capable of
being conveniently carried on in conjunction with any of the
aforementioned businesses or activities or which may appear to the
Directors of the Company likely to be profitable to the Company.
In the interpretation of this Memorandum of Association in general and of this
Clause 3 in particular no object, business or power specified or mentioned shall
be limited or restricted by reference to or inference from any other object,
business or power, or the name of the Company, or by the juxtaposition of two or
more objects, businesses or powers and that, in the event of any ambiguity in
this clause or elsewhere in this Memorandum of Association, the same shall be
resolved by such interpretation and construction as will widen and enlarge and
not restrict the objects, businesses and powers of and exercisable by the
Company.
4. Except as prohibited or limited by the Companies Law (1998 Revision),
the Company shall have full power and authority to carry out any object and
shall have and be capable of from time to time and at all times exercising any
and all of the powers at any time or from time to time exercisable by a natural
person or body corporate in doing in any part of the
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world whether as principal, agent, contractor or otherwise whatever may be
considered by it necessary for the attainment of its objects and whatever else
may be considered by it as incidental or conducive thereto or consequential
thereon, including, but without in any way restricting the generality of the
foregoing, the power to make any alterations or amendments to this Memorandum of
Association and the Articles of Association of the Company considered necessary
or convenient in the manner set out in the Articles of Association of the
Company, and the power to do any of the following acts or things, viz:
to pay all expenses of and incidental to the promotion, formation and
incorporation of the Company; to register the Company to do business in any
other jurisdiction; to sell, lease or dispose of any property of the Company; to
draw, make, accept, endorse, discount, execute and issue promissory notes,
debentures, bills of exchange, bills of lading, warrants and other negotiable or
transferable instruments; to lend money or other assets and to act as
guarantors; to borrow or raise money on the security of the undertaking or on
all or any of the assets of the Company including uncalled capital or without
security; to invest monies of the Company in such manner as the Directors
determine; to promote other companies; to sell the undertaking of the Company
for cash or any other consideration; to distribute assets in specie to Members
of the Company; to make charitable or benevolent donations; to pay pensions or
gratuities or provide other benefits in cash or kind to Directors, officers,
employees, past or present and their families; to purchase Directors and
officers liability insurance and to carry on any trade or business and generally
to do all acts and things which, in the opinion of the Company or the Directors,
may be conveniently or profitably or usefully acquired and dealt with, carried
on, executed or done by the Company in connection with the business aforesaid
PROVIDED
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THAT the Company shall only carry on the businesses for which a licence is
required under the laws of the Cayman Islands when so licensed under the terms
of such laws.
5. The liability of each Member is limited to the amount from time to time
unpaid on such Member's shares.
6. The share capital of the Company is US$11,000.00 divided into 11,000
shares of a nominal or par value of US$1.00 each with power for the Company
insofar as is permitted by law, to redeem or purchase any of its shares and to
increase or reduce the said capital subject to the provisions of the Companies
Law (1998 Revision) and the Articles of Association and to issue any part of its
capital, whether original, redeemed or increased with or without any preference,
priority or special privilege or subject to any postponement of rights or to any
conditions or restrictions and so that unless the conditions of issue shall
otherwise expressly declare every issue of shares whether declared to be
preference or otherwise shall be subject to the powers hereinbefore contained.
7. If the Company is registered as exempted, its operations will be
carried on subject to the provisions of Section 193 of the Companies Law (1998
Revision) and, subject to the provisions of the Companies Law (1998 Revision)
and the Articles of Association, it shall have the power to register by way of
continuation as a body corporate limited by shares under the laws of any
jurisdiction outside the Cayman Islands and to be deregistered in the Cayman
Islands.
WE the several persons whose names and addresses are subscribed are desirous of
being formed into a company in pursuance of this Memorandum of Association and
we
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respectively agree to take the number of shares in the capital of the Company
set opposite our respective names.