57
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE
OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"Corporation") is Vishay Intertechnology, Inc.
2. The Restated Certificate of Incorporation of the
Corporation, as amended, is hereby further amended by striking
out the first paragraph of Article Fourth thereof and by
substituting in lieu of said paragraph of said Article the
following new paragraph:
"FOURTH: Section 1. Classes and Number of
Shares. The total number of shares of all
classes of stock which the Corporation shall
have authority to issue is 51,000,000 shares.
The classes and the aggregate number of
shares of stock of each class which the
Corporation shall have authority to issue are
as follows:
(i) 35,000,000 shares of Common
Stock, $0.10 par value per share (hereinafter
the "Common Stock");
(ii) 15,000,000 shares of Class B
Common Stock, $0.10 par value per share
(hereinafter the "Class B Stock"); and
(iii) 1,000,000 shares of Preferred
Stock, $1.00 par value per share, with such
rights, privileges, restrictions and
preferences as the Board of Directors may
authorize from time to time (hereinafter the
"Preferred Stock").
58
3. The amendment of the Restated Certificate of
Incorporation, as amended, herein certified has been duly adopted
in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
Signed and attested to on May 18, 1993.
/s/Robert A. Freece
--------------------------------------
Robert A. Freece
Vice President
Attest:
/s/ William J. Spires
----------------------
William J. Spires
Secretary
59
RESTATED CERTIFICATE OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
It is hereby certified that:
1. (a) The present name of the Corporation
(hereinafter called the "Corporation") is Vishay Intertechnology,
Inc.
(b) The name under which the Corporation was
originally incorporated is Micro-Measurements,Inc.; and the date
of filing the original certificate of incorporation of the
Corporation with the Secretary of State of the State of Delaware
is July 3, 1962.
2. The certificate of incorporation of the
Corporation is hereby amended by striking out Articles FIRST
through THIRTEENTH thereof and by substituting in lieu thereof
new Articles FIRST through ELEVENTH which are set forth in the
Restated Certificate of Incorporation hereinafter provided for.
Each share of Common Stock of the par value of
$1.00 per share, outstanding upon the effective date of this
Restated Certificate of Incorporation, shall be reclassified as
250 fully paid and non-assessable shares of the par value of $.10
per share, which shares shall be included in the 5,000,000 shares
of Common Stock authorized in this Restated Certificate of
Incorporation.
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3. The provisions of the certificate of incorporation
of the Corporation as heretofore amended and/or supplemented, and
as herein amended, are hereby restated and integrated into the
single instrument which is hereinafter set forth, and which is
entitled Restated Certificate of Incorporation of Vishay
Intertechnology, Inc.
4. The amendments and the restatement of the Restated
Certificate of Incorporation have been duly adopted by the
stockholders of the Corporation in accordance with the provisions
of Sections 242 and 245 of the General Corporation Law of the
State of Delaware.
5. The capital of the Corporation will not be reduced
under or by reason of any amendment herein certified.
6. The certificate of incorporation of the
Corporation, as amended and restated herein, shall upon the
effective date of this Restated Certificate of Incorporation read
as follows:
RESTATED CERTIFICATE OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
___________
FIRST: The name of the Corporation (hereinafter
called the "Corporation") is Vishay Intertechnology, Inc.
SECOND: The address, including street, number, city,
and county, of the registered office of the Corporation in the
61
State of Delaware is 229 South State Street, City of Dover,
County of Kent; and the name of the registered agent of the
Corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the Corporation are 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 of stock which the
Corporation shall have authority to issue is 6,000,000 shares, of
which 1,000,000 shares, of the par value of $1 per share, shall
be Preferred Stock, and 5,000,000 shares, of the par value of
$.10 per share, shall be Common Stock.
The designations, preferences and relative,
participating, optional or other special rights and
qualifications, limitations or restrictions of each class of
stock are as follows:
A. The Preferred Stock may be issued in one or more
series and may be with such voting powers, full or limited, or
without voting powers, and with such designations, preferences
and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, as shall
be fixed by the Board of Directors pursuant to authority hereby
expressly granted to it, and as shall be stated and expressed in
the resolution or resolutions providing for the issue of such
62
stock adopted by the Board of Directors pursuant to authority
expressly vested in it by these provisions.
B. Any Preferred Stock or series thereof may be made
subject to redemption at such time or times and at such price or
prices as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the
Board of Directors as hereinabove provided.
C. The holders of Preferred Stock or of any series
thereof shall be entitled to receive dividends at such rates, on
such conditions and at such times as shall be stated and
expressed in the resolution or resolutions providing for the
issue of such stock adopted by the Board of Directors as
hereinabove provided, payable in preference to, or in such
relation to, the dividends payable on any other class or classes
of stock, or cumulative or noncumulative as shall be so stated
and expressed.
D. The holders of Preferred Stock or of any class or
of any series thereof, shall be entitled to such rights upon the
dissolution of, or upon any distribution of the assets of, the
Corporation as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the
Board of Directors as hereinabove provided.
E. Any Preferred Stock of any class or of any series
thereof may be made convertible into, or exchangeable for, shares
of any other class or classes or of any other series of the same
63
or of any other class or classes of stock of the Corporation, or
shares of any class or series of stock of any other corporation,
at such price or prices or at such rates of exchange and with
such adjustments as shall be stated and expressed or provided for
the issue of such stock adopted by the Board of Directors as
hereinabove provided.
F. Except as otherwise provided herein, by statute or
by the resolutions providing for the issue of Preferred Stock
specifically provided, the Preferred Stock shall have no voting
power and the Common Stock shall have the sole right and power to
vote on all matters on which a vote of stockholders is to be
taken. Each holder of Common Stock shall be entitled to vote and
shall have one vote for each share thereof held.
FIFTH: The Corporation is to have perpetual
existence.
SIXTH: Whenever a compromise or arrangement is
proposed between this Corporation and its creditors or any class
of them and/or between this Corporation and its stockholders or
any class of them, any court of equitable jurisdiction within the
State of Delaware may, on the application in a summary way of
this Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this
Corporation under the provisions of Section 291 of the General
Corporation Law of the State of Delaware or on the application of
trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of the
64
General Corporation Law of the State of Delaware order a meeting
of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in
value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such
compromise or arrangement, the said compromise or arrangement and
the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders
or class of stockholders, of this Corporation, as the case may
be, and also on this Corporation.
SEVENTH: For the management of the business and for
the conduct of the affairs of the Corporation, and in further
definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders, or any class
thereof, as the case may be, it is further provided:
1. The power to make, alter, or repeal the
By-Laws of the Corporation, and to adopt any
new By-Laws, except a By-Law classifying
directors for election for staggered terms,
shall be vested in the Board of Directors,
provided that the Board of Directors may
65
delegate such power, in whole or in part, to
the stockholders.
2. Whenever the Corporation shall be
authorized to issue more than one class of
stock, one or more of which is denied voting
power, no outstanding share of any class of
stock which is denied voting power under the
provisions of the Certificate of
Incorporation shall entitle the holder
thereof to notice of, and the right to vote
at any meeting of stockholders except as the
provisions of paragraph (c)(2) of section 242
of the General Corporation Law and of
sections 251 and 252 of the General
Corporation Law shall otherwise require;
provided, that no share of any such class
which is otherwise denied voting power shall
entitle the holder thereof to vote upon the
increase or decrease in the number of
authorized shares of said class.
3. In lieu of taking any permissive or
requisite action by vote at a meeting of
stockholders, any such vote and any such
meeting may be dispensed with if either all
of the stockholders entitled to vote upon the
action at any such meeting shall consent in
66
writing to any such corporate action being
taken or if less than all of the stockholders
entitled to vote upon the action at any such
meeting shall consent in writing to any such
corporate action being taken; provided, that
any such action taken upon less than the
unanimous written consent of all stockholders
entitled to vote upon any such action shall
be by the written consent of the stockholders
holding at least the minimum percentage of
the votes required to be cast to authorize
any such action under the provisions of the
General Corporation Law or under the provi-
sions of the Certificate of Incorporation or
the By-Laws as permitted by the provisions of
the General Corporation Law; and, provided,
that prompt notice of the taking of the
corporate action without a meeting by less
than unanimous consent shall be given to
those stockholders who have not consented in
writing.
4. No election of directors need be by
written ballot.
EIGHTH: No contract or transaction between the
Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership,
67
association, or other organization in which one or more of its
directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this
reason, or solely because his or their votes are counted for such
purpose, if:
(a) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the Committee, and the
Board or Committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors
be less than a quorum; or,
(b) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by
vote of the stockholders; or,
(c) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee thereof, or the
stockholders.
Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or
transaction.
68
NINTH: Every person (and the heirs, executors and
administrators of such person) who is or was a director, officer,
employee or agent of the Corporation or of any other company,
including another corporation, partnership, joint venture, trust
or other enterprise which such person serves or served as such at
the request of the Corporation shall be indemnified by the
Corporation against all judgments, payments in settlement
(whether or not approved by court), fines, penalties and other
reasonable costs and expenses (including fees and disbursements
of counsel) imposed upon or incurred by such person in connection
with or resulting from any action, suit, proceeding, investiga-
tion or claim, civil, criminal, administrative, legislative or
other (including any criminal action, suit or proceeding in which
such person enters a plea of guilty or nolo contendere or its
equivalent), or any appeal relating thereto, which is brought or
threatened either by or in the right of the Corporation or such
other company (herein called a "derivative action") or by any
other person, governmental authority or instrumentality (herein
called a "third-party action") and in which such person is made a
party or is otherwise involved by reason of his being or having
been such director, officer, employee, or agent of by reason of
any action or omission, or alleged action or omission by such
person in his capacity as such director, officer, employee or
agent if either (a) such person is wholly successful, on the
merits or otherwise, in defending such derivative or third-party
action or (b) in the judgment of a court of competent jurisdic-
tion or, in the absence of such a determination, in the judgment
69
of a majority of a quorum of the Board of Directors of the
Corporation (which quorum shall not include any director who is a
party to or is otherwise involved in such action) or, in the
absence of such a disinterested quorum, in the opinion of
independent legal counsel (i) in the case of a derivative action,
such person acted without negligence or misconduct in the
performance of his duty to the corporation or such other company
or (ii) in the case of a third-party action, such person acted in
good faith in what he reasonably believed to be the best interest
of the corporation or such other company, and, in addition, in
any criminal action, had no reasonable cause to believe that his
action was unlawful; provided that, in the case of a derivative
action, such indemnification shall not be made in respect of any
payment to the Corporation or such other company or any stock-
holder thereof in satisfaction of judgment or in settlement
unless either (x) a court of competent jurisdiction has approved
such settlement, if any, and the reimbursement of such payment or
(y) if the court in which such action has been instituted lacks
jurisdiction to grant such approval or such action is settled
before the institution of judicial proceedings, in the opinion of
independent legal counsel the applicable standard of conduct
specified in the preceding sentence has been met, such action was
without substantial merit, such settlement was in the best
interests of the corporation or such other company and the
reimbursement of such payment is permissible under applicable
law. In case such person is successful, on the merits or
otherwise, in defending part of such action or, in the judgment
70
of such a court or such quorum of the Board of Directors or in
the opinion of such counsel, has met the applicable standard of
conduct specified in the preceding sentence with respect to part
of such action, he shall be indemnified by the Corporation
against the judgments, settlements, payments, fines, penalties
and other costs and expenses attributable to such part of such
action.
The foregoing rights of indemnification shall be in
addition to any rights to which any such director, officer,
employee, or agent may otherwise be entitled under the
Certificate of Incorporation, any agreement or vote of stock-
holders or at law or in equity or otherwise.
In any case in which, in the judgment of a majority of
such a disinterested quorum of the Board of Directors, any such
director, officer or employee will be entitled to indemnification
under the foregoing provisions of this Article, such amounts as
they deem necessary to cover the reasonable costs and expenses
incurred by such person in connection with the action, suit,
proceeding, investigation or claim prior to final disposition
thereof may be advanced to such person upon receipt of an
undertaking by or on behalf of such person to repay such amounts
if it is ultimately determined that he is not so entitled to
indemnification.
TENTH: The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was
71
serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the
provisions of Article NINTH.
ELEVENTH: From time to time any of the provisions of
this Certificate of Incorporation may be amended, altered or
repealed, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted
in the manner and at the time prescribed by said law, and all
rights at any time conferred upon the stockholders of the
Corporation by this Certificate of Incorporation are granted
subject to the provisions of this Article ELEVENTH.
Signed and attested to on December 6, 1972.
/s/ Felix Zandman
---------------------------------
President
Attest:
/s/ Robert A. Freece
-----------------------------
Treasurer
/s/ Franklin Feldman
-----------------------------
Secretary
72
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF INCORPORATION OF "MICRO-MEASURMENTS, INC.",
FILED IN THIS OFFICE THE THIRD DAY OF JULY, A.D. 1962, AT 9 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067577
DATE: 03-24-94
73
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
MICRO-MEASUREMENTS, INC.
WE, THE UNDERSIGNED, for the purpose of associating to
establish a corporation of the transaction of the business and
the promotion and conduct of the objects and purposes hereinafter
stated, under the provisions and subject to the requirements of
the laws of the State of Delaware (particularly in Chapter 1,
Title 8 of the 1953 Delaware Code and the Acts Amendatory thereof
and supplemental thereto, and known as the "General Corporation
Law of the State of Delaware"), do make and file this Certificate
of Incorporation in writing and do hereby certify as follows, to
wit:
FIRST: The name of the Corporation (hereinafter called
the Corporation) is MICRO-MEASUREMENTS, INC.
SECOND: The respective names of the County and of the
City within the County of which the principal office of the
Corporation is to be located in the State of Delaware are the
County of Kent and the City of Dover. The name of the resident
agent of the Corporation is The Prentice-Hall Corporation System,
Inc. The street and number of said principal office and the
address by street and number of said resident agent is 229 South
State Street, Dover, Delaware.
74
THIRD: The nature of the business of the Corporation
and the object or purpose to be transacted, promoted or carried
on by the Corporation are as follows:
To design, devise, invent, manufacture, install,
remove, repair, inspect, report upon, buy, sell, handle and deal
in, strain sensing elements, temperature sensors, associated
instruments, transducers and associated equipment of all kinds
and natures.
To purchase, construct, lease or otherwise acquire,
own, operate, sell and dispose of factories and other buildings
and structures, with such plant, machinery, tools and equipment
as may be necessary for the business of the corporation.
To acquire by purchase, exchange, concession, easement,
contract, lease or otherwise, to hold, own, use, control, manage,
improve, maintain and develop, to mortgage, pledge, grant, sell,
convey, exchange, assign, divide, lease, sublease, or otherwise
encumber or dispose of, and to deal in and trade in, real estate,
improved or unimproved, lands, leaseholds, options, concessions,
easements, tenaments, hereditaments and interests in real, mixed,
and personal property, of every kind and description wheresoever
situated, and any and all rights therein.
To manufacture, process, purchase, sell and generally
to trade and deal in and with goods, wares, and merchandise of
every kind, nature and description, and to engage and participate
75
in any mercantile, industrial trading, consultation, or research
business of any kind or character whatsoever.
To acquire by purchase, exchange or otherwise, all, or
any part of, or any interest in, the properties, assets, business
and good will of any one or more persons, firms, associations or
corporations heretofore or hereafter engaged in any business for
which a corporation may now or hereafter be organized under the
laws of the State of Delaware; to pay for the same in cash,
property or its own or other securities; to hold, operate,
reorganize, liquidate, sell or in any manner dispose of the whole
or any part thereof; and in connection therewith, to assume or
guarantee performances of any liabilities, obligations or
contracts of such persons, firms, associations or corporations,
and to conduct the whole or any part of any business thus
acquired.
To endorse or guarantee or become surety in respect of
the payment of principal, interest or dividends upon, and to
guarantee the performance of sinking fund or other obligations
of, any securities, and to guarantee in any way permitted by law
the performance of any of the contracts or other undertakings in
which the Corporation may otherwise be or become interested, of
any person, firm, association, corporation, government or sub-
division thereof, or of any other combination, organization or
entity whatsoever.
To acquire, hold, use, sell, assign, lease, grant
licenses in respect of, mortgage or otherwise dispose of letters
76
patent of the United States or any foreign country, patent
rights, licenses and privileges, inventions, improvements and
processes, copyrights, trademarks and trade names, relating to or
useful in connection with any business of this Corporation.
To acquire by purchase, subscription, or otherwise, and
to receive, hold, own, guarantee, sell, assign, exchange,
transfer, mortgage, pledge or otherwise dispose of or deal in and
with any of the shares of the capital stock, or any voting trust
certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, other
securities, obligations, choses in action and evidences of
indebtedness or interest issued or created by any corporations,
joint stock companies, syndicates, associations, firms, trusts or
persons, public or private, or by the government of the United
States of America, or by any foreign government, or by any State,
territory, province, municipality or other political subdivision
or by any governmental agency, and as owner thereof to possess
and exercise all the rights, powers and privileges of ownership,
including the right to execute consents and vote thereon, and to
do any and all acts and things necessary and advisable for the
preservation, protection, improvement and enhancement in the
value thereof.
To enter into, make and perform contracts of every kind
and description with any person, firm, association, corporation,
municipality, county, state, body politic or government or colony
or dependency thereof.
77
To borrow or raise monies for any of the purposes of
the corporation and, from time to time without limit as to
amount, to draw, make, accept, endorse, execute and issue
promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and
evidences of indebtedness, and to secure the payment of any
thereof and of the interest thereon by mortgage upon or pledge,
conveyance or assignment in trust of the whole or any part of the
property of the Corporation, whether at the time owned or
thereafter acquired, and to sell, pledge or otherwise dispose of
such bonds or other obligations of the Corporation for its
corporate purpose.
To loan to any person, firm or corporation any of its
surplus funds, either with or without security.
To purchase, hold, sell, reissue and transfer the
shares of its own capital stock, provided it shall not use its
funds or property for the purchase of its own shares of capital
stock when such use would cause any impairment of its capital
except as otherwise permitted by law, and provided further that
shares of its own capital stock belonging to it shall not be
voted upon directly or indirectly.
To have one or more offices to carry on all or any of
its operations and business and, without restriction or limit as
to amount, to purchase or otherwise acquire, hold, own, mortgage,
sell, convey or otherwise dispose of, real and personal property
of every class and description in any of the states, districts,
territories or colonies of the United States, and in any and all
foreign countries, subject to the laws of such state, district,
territory, colony or country.
78
In general, to carry on any other business in
connection with the foregoing, and to have and exercise all the
powers conferred by the law of Delaware upon corporations formed
under the General Corporation Law of the State of Delaware, and
to do any and all of the things hereinbefore set forth to the
same extent as natural persons might or could do.
The objects and purposes specified in the foregoing
clauses shall, except where otherwise expressed, be in no wise
limited or restricted by reference to, or inference from, the
terms of any other clause in this Certificate of Incorporation,
but the objects and purposes specified in each of the foregoing
clauses of this Article shall be regarded as independent objects
and purposes.
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is One Hundred Thousand
(100,000) and the par value of each such shares shall be One
Dollar ($1.00) amounting in the aggregate to One Hundred Thousand
Dollars ($100,000). All such shares are of one class and are
designated as Common Stock.
FIFTH: The minimum amount of capital with which the
Corporation will commence business is One Thousand Dollars
($1,000).
79
SIXTH: The names and places of residence of each of
the incorporators are as follows:
NAMES RESIDENCES
----- ----------
Charles B. Hochman 62-60 99th Street
Rego Park, New York
Carl Kanter 1436 Lexington Avenue
New York, New York
Franklin Feldman 45 East 9th Street
New York, New York
SEVENTH: The Corporation is to have perpetual
existence.
EIGHTH: The private property of stockholders of the
Corporation shall not be subject to the payment of corporate
debts to any extent whatever.
NINTH: For the management of the business and for the
conduct of the affairs of the Corporation, and in further
definition, limitation and regulation of the powers of the
Corporation and of its Directors and stockholders, it is further
provided:
1. The number of Directors of the Corporation
shall be as specified in the By-Laws of the Corporation, but such
number may from time to time be increased or decreased in such
manner as may be prescribed by the By-Laws. In no event shall
the number of Directors be less than three. The election of
Directors need not be by ballot, and Directors need not be
stockholders.
80
2. In furtherance and not in limitation of the
powers conferred by the laws of the State of Delaware, the Board
of Directors is expressly authorized and empowered:
(a) to make, alter, amend and repeal the By-
Laws of the Corporation, subject to the power of the stockholders
to alter or repeal the By-Laws made by the Board of Directors.
(b) subject to the applicable provisions of
the By-Laws then in effect, to determine, from time to time,
whether and to what extent and at what times and places and under
what conditions and regulations the accounts and books of the
Corporation, or any of them, shall be open to the inspection of
the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the Corporation,
except as conferred by the laws of the State of Delaware, unless
and until authorized so to do by resolution of the Board of
Directors or of the stockholders of the Corporation.
(c) without the assent or vote of the
stockholders, to authorize and issue obligations of the
Corporation, secured or unsecured, to include therein such
provisions as to redeemability, convertibility or otherwise, as
the Board of Directors, in its sole discretion, may determine,
and to authorize the mortgaging or pledging, as security
therefor, of any property of the Corporation, real or personal,
including after-acquired property.
81
(d) to establish bonus, profit-sharing or
other types of incentive or compensation plans for the employees
(including officers and Directors) of the Corporation and to fix
the amount of profits to be distributed or shared and to
determine the persons to participate in any such plans and the
amounts of their respective participations.
(e) to set apart out of any of the funds of
the Corporation available for dividends a reserve or reserves for
any proper purpose and to abolish any such reserve in the manner
in which it was created.
(f) by resolution passed by a majority of
the whole board, to designate one or more committees.
NAME RESIDENCES
---- ----------
Franklin Feldman 45 East 9th Street
New York, New York
SEVENTH: The Corporation is to have perpetual
existence.
EIGHTH: The private property of stockholders of the
Corporation shall not be subject to the payment of corporate
debts to any extent whatever.
NINTH: For the management of the business and for the
conduct of the affairs of the Corporation, and in further
definition, limitation and regulation of the powers of the
Corporation and of its Directors and stockholders, it is further
provided:
82
1. The number of Directors of the Corporation
shall be as specified in the By-Laws of the Corporation, but such
number may from time to time be increased or decreased in such
manner as may be prescribed by the By-Laws. In no event shall
the number of Directors be less than three. The election of
Directors need not be by ballot, and Directors need not be
stockholders.
2. In furtherance and not in limitation of the
powers conferred by the laws of the State of Delaware, the Board
of Directors is expressly authorized and empowered:
(a) to make, alter, amend and repeal the By-
Laws of the Corporation, subject to the power of the stockholders
to alter or repeal the By-Laws made by the Board of Directors.
(b) subject to the applicable provisions of
the By-Laws then in effect, to determine, from time to time,
whether and to what extent and at what times and places and under
what conditions and regulations the accounts and books of the
Corporation, or any of them, shall be open to the inspection of
the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the Corporation,
except as conferred by the laws of the State of Delaware, unless
and until authorized so to do by resolution of the Board of
Directors or of the stockholders of the Corporation.
(c) without the assent or vote of the
stockholders, to authorize and issue obligations of the
83
Corporation, secured or unsecured, to include therein such
provisions as to redeemability, convertibility or otherwise, as
the Board of Directors, in its sole discretion, may determine,
and to authorize the mortgaging or pledging, as security
therefor, of any property of the Corporation, real or personal,
including after-acquired property.
(d) to establish bonus, profit-sharing or
other types of incentive or compensation plans for the employees
(including officers and Directors) of the Corporation and to fix
the amount of profits to be distributed or shared and to
determine the persons to participate in any such plans and the
amounts of their respective participations.
(e) to set apart out of any of the funds of
the Corporation available for dividends a reserve or reserves for
any proper purpose and to abolish any such reserve in the manner
in which it was created.
(f) by resolution passed by a majority of
the whole board, to designate one or more committees, each
committee to consist of two or more of the Directors of the
Corporation, which, to the extent provided in the resolution or
in the By-Laws of the Corporation, shall have and may exercise
the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or
names as may be stated in the By-Laws of the Corporation or as
84
may be determined from time to time by resolution adopted by the
Board of Directors.
When and as authorized by the affirmative vote of
the holders of a majority of the stock issued and outstanding
having voting power given at a stockholders' meeting duly called
for that purpose, or when authorized by the written consent of
the holders of a majority of the voting stock issued and
outstanding, to sell, lease or exchange all of the property and
assets of the Corporation, including its good will and its
corporate franchises, upon such terms and conditions and for such
consideration, which may be in whole or in part shares of stock
in, and/or other securities of, any other corporation or
corporations, as its Board of Directors shall deem expedient for
the best interest of the Corporation.
In addition to the powers and authorities
hereinbefore or by statute expressly conferred upon it, the Board
of Directors may exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the laws of the State
of Delaware, of the Certificate of Incorporation, and of the By-
Laws of the Corporation.
3. Any Director or any officer elected or
appointed by the stockholders or by the Board of Directors may be
removed at any time in such manner as shall be provided in the
By-Laws of the Corporation.
85
4. In the absence of fraud, no contract or other
transaction between the Corporation and any other corporation,
and no act of the Corporation, shall in any way be affected or
invalidated by the fact that any of the Directors of the
Corporation are pecuniarily or otherwise interested in, or are
Directors or officers of, such other corporation; and, in the
absence of fraud, any Director, individually, or any firm of
which any Director may be a member, may be a party to, or may be
pecuniarily or otherwise interested in, any contract or
transaction of the Corporation; provided, in any case, that the
fact that he o such firm is so interested shall be disclosed or
shall have been known to the Board of Directors or a majority
thereof; and any Director of the Corporation who is also a
Director or officer of any such other corporation, or who is also
so interested, may be counted in determining the existence of a
quorum in any meeting of the Board of Directors of the
Corporation which will authorize any such contract, act or
transaction, and may vote thereat to authorize any such contract,
act or transaction, with like force and effect as if he were not
such Director or officer of such other corporation, or not so
interested.
5. Any contract, act or transaction of the
corporation or of the Directors may be ratified by a vote of a
majority of the shares having voting power at any meeting of
stockholders, or at any special meeting called for such purpose,
and such ratification shall, so far as permitted by law and by
86
the Certificate of Incorporation, be as valid and as binding as
though ratified by every stockholder of the Corporation.
TENTH: Whenever a compromise or arrangement is
proposed between this Corporation and its creditors or any class
of them and/or between this Corporation and its stockholders or
any class of them, any Court of equitable jurisdiction within the
State of Delaware may, on the application in a summary way of
this Corporation or of any creditor or stockholder thereof, or on
the application of any receiver or receivers appointed for this
Corporation under the provisions of Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or
of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as
the case may be, to be summoned in such manner as the said Court
directs. If a majority in number representing three-fourths in
value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such
compromise or arrangement and the said reorganization shall, if
sanctioned by the Court to which the said application has been
made, be binding on all the creditors or class of creditors,
and/or on all the stockholders or class of stockholders, of this
Corporation, as the case may be, and also on this Corporation.
87
ELEVENTH: Meetings of stockholders may be held outside
the State of Delaware, if the By-Laws so 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.
TWELFTH: 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.
THIRTEENTH: No stockholder of this Corporation shall
have any preemptive or preferential right of subscription to any
shares of any stock of this Corporation, or to any obligations
convertible into stock of this Corporation, issued or sold, nor
any right of subscription to any thereof other than such, if any,
as the Board of Directors of this Corporation in its discretion
from time to time may determine, and at such price as the Board
of Directors from time to time may fix, pursuant to the authority
hereby conferred by the Certificate of Incorporation of this
Corporation, and the Board of Directors may issue stock of this
Corporation, or obligations convertible into stock, without
offering such issue of stock, either in whole or in part, to the
stockholders of this Corporation. The acceptance of stock in
this Corporation shall be a waiver of any such preemptive or
preferential right which in the absence of this provision might
88
otherwise be asserted by stockholders of this Corporation of any
of them.
IN WITNESS WHEREOF, we, the undersigned, being all of
the incorporators hereinabove named, do hereby further certify
that the facts hereinabove stated are truly set forth and
accordingly have hereunto set our respective hands and seals.
DATED: New York, New York
June 27, 1962
/s/ Charles B. Hochman
--------------------------------------- (L.S.)
Charles B. Hochman
/s/ Carl Kanter
--------------------------------------- (L.S.)
Carl Kanter
/s/ Franklin Feldman
--------------------------------------- (L.S.)
Franklin Feldman
89
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this 27th day of June, A.D.
1962, personally came before me, a Notary Public for the State of
New York, CHARLES B. HOCHMAN, CARL KANTER and FRANKLIN FELDMAN,
all of the parties to the foregoing Certificate of Incorporation,
known to me personally to be such, and severally acknowledged the
said Certificate to be the act and deed of the signers
respectively and that the facts therein stated are truly set
forth.
GIVEN under my hand and seal of office the day and year
aforesaid.
/s/ Nettie Rothstein
---------------------------------------
Notary Public
Nettie Rothstein
Notary Public, State of New York
No. 24-3379250
Qualified in Kings County
Certificate filed in New York County
Commission Expires March 30, 1963
90
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF MERGER, WHICH MERGES:
WITH AND INTO "MICRO-MEASUREMENTS, INC." UNDER THE NAME OF
"MICRO-MEASUREMENTS, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER
THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE
THE THIRTEENTH DAY OF APRIL, A.D. 1966, AT 9 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067576
DATE: 03-24-94
91
AGREEMENT OF MERGER dated as of April 9, 1966 between
VISHAY INSTRUMENTS, INC., a corporation duly organized and
existing under the laws of the State of Delaware, a Constituent
Corporation, and a majority of the directors thereof, and MICRO-
MEASUREMENTS, INC., a corporation also duly organized and
existing under the laws of the State of Delaware, a Constituent
Corporation, and a majority of the directors thereof.
WHEREAS, Vishay Instruments, Inc. was organized under
the laws of the State of Delaware by a Certificate of
Incorporation filed in the office of the Secretary of State of
the State of Delaware on February 1, 1962, with an authorized
capital consisting of 100,000 shares of Common Stock of the par
value of $1.00 per share, of which 1,000 shares are issued and
outstanding; and
WHEREAS, Micro-Measurements, Inc. was organized under
the laws of the State of Delaware by a Certificate of
Incorporation filed in the office of the Secretary of State of
the State of Delaware on July 3, 1962, with an authorized capital
consisting of 100,000 shares of Common Stock of the par value of
$1.00 per share, of which 1,000 shares are issued and outstand-
ing; and
WHEREAS, a majority of the directors of each of the
Constituent Corporations deem it advantageous for the Constituent
Corporations, and for the benefit of the stockholders of each, to
merger Vishay Instruments, Inc., with and into Micro-
92
Measurements, Inc., which is hereinafter sometimes referred to as
the Continuing Corporation; and
WHEREAS, pursuant to the General Corporation Law of the
State of Delaware the directors, or a majority of them, of each
Constituent Corporation are authorized to enter into an agreement
signed by them and under the corporate seals of the respective
corporations, prescribing the terms and conditions of merger, the
mode of carrying the same into effect, and stating such other
facts required or permitted by the provisions of said law to be
set out in certificates and articles of incorporation, as can be
stated in the case of a merger, as well as the manner of convert-
ing the shares of each of the Constituent Corporations into
shares or other securities of the corporation surviving such
merger, with such other details and provisions as are deemed
necessary.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH:
ARTICLE I
Merger
------
Pursuant to the General Corporation Law of the State of
Delaware, Vishay Instruments, Inc., the Constituent Delaware
Corporation, is hereby merged with and into Micro-Measurements,
Inc., the Constituent Delaware Corporation, which shall survive
the merger.
The Continuing Corporation shall succeed to, without
other transfer, and shall possess and enjoy all the rights,
93
privileges, powers and franchises as well of a public as of a
private nature, and be subject to all the restrictions,
disabilities and duties of each of the two Constituent
Corporations, and all and singular, the rights, privileges,
powers and franchises of each of said corporations, and all
property, real, personal and mixed, and all debts due to either
of the Constituent Corporations on whatever account, as well for
stock subscriptions as all other things in action or belonging to
each of such Constituent Corporations, shall be vested in the
Continuing Corporation; and all property, rights, privileges,
powers and franchises, and all and every other interest shall be
thereafter as effectually the property of the Continuing
Corporation as they were of the respective Constituent
Corporations, and the title to any real estate vested by deed or
otherwise in either of such Constituent Corporations, shall not
revert or be in any way impaired by reason of such merger;
provided, however, that all rights of creditors and all liens
upon any property of either of such Constituent Corporations
shall be preserved unimpaired, limited to the property affected
by such liens at the time of the merger, and all debts,
liabilities and duties of the respective Constituent Corporations
shall thenceforth attach to the Continuing Corporation, and may
be enforced against it to the same extent as if said debts,
liabilities and duties had been incurred or contracted by it.
If at any time the Continuing Corporation shall deem or
be advised that any further assignments or assurances in law or
things are necessary or desirable to vest, or to perfect or
94
confirm, of record or otherwise, in the Continuing Corporation
the title to any property acquired or to be acquired by reason of
or as a result of the merger provided for by this Agreement, the
proper officers and directors of each of the Constituent
Corporations shall and will execute and deliver all such proper
deeds, assignments and assurances in law and do all things
necessary or proper so to vest, perfect or confirm title to such
property in the Continuing Corporation and otherwise to carry out
the purpose of this Agreement.
ARTICLE II
Certificate of Incorporation of the Continuing
Corporation
----------------------------------------------
The Certificate of Incorporation of the Constituent
Corporation, Micro-Measurements, Inc., which is a Delaware
corporation, shall be the Certificate of Incorporation of the
Continuing Corporation, and all terms and provisions thereof are
hereby incorporated in this Agreement of Merger with the same
force and effect as if herein set forth in full.
ARTICLE III
By-Laws of the Continuing Corporation
-------------------------------------
Until altered, amended or repealed as herein or therein
provided, the By-Laws of the Continuing Corporation shall be the
By-Laws of Micro-Measurements, Inc. as in effect on the date of
this Agreement.
95
ARTICLE IV
Directors of the Continuing Corporation
---------------------------------------
The number of directors of the Continuing Corporation
shall be not less than three (3) and the Board of Directors may
increase the number of directors at any time, as provided in the
By-Laws of the Continuing Corporation. Directors need not be
stockholders. Upon this merger's becoming effective, the Board
of Directors of the Continuing Corporation shall be three (3) in
number and shall consist of the individuals whose names and
residences are as follows:
Names Residences
----- ----------
Felix Zandman 335 Spring Mill Road,
Villanova, Pennsylvania
Ruth Zandman 335 Spring Mill Road,
Villanova, Pennsylvania
Franklin Feldman 15 West 81st Street,
New York, New York
Said persons shall be the directors of the Continuing Corporation
from and after the date when this merger becomes effective and
until the next annual meeting of the stockholders of the
Continuing Corporation and until their successors respectively
are elected to qualify. All persons who, at the time this merger
becomes effective, shall be executive or administrative officers
of Micro-Measurements, Inc. shall be and remain like officers of
the Continuing Corporation until the first meeting of the Board
of Directors of the Continuing Corporation. A meeting of the
Board of Directors of the Continuing Corporation shall be held as
96
soon as practicable after this merger becomes effective and may
be called in the manner provided in the By-Laws for the calling
of Special Meetings of the Board of Directors to be held at the
time and place specified in the notice.
ARTICLE V
Capitalization of the Continuing Corporation
--------------------------------------------
The capitalization of the Continuing Corporation upon
the merger's becoming effective shall be as follows:
Shares Shares
Class Authorized Outstanding
----- ---------- -----------
Common Stock, par
value $1 per share 100,000 2,000
ARTICLE VI
Manner of Converting Shares of Constituent Corporations
-------------------------------------------------------
The manner of converting shares of stock of each of the
Constituent Corporations shall be as follows:
Upon the filing of this Agreement as required by law,
each share of common stock of Vishay Instruments, Inc. shall be
converted into one share of common stock of Micro-Measurements,
Inc., and any stockholder of Vishay Instruments, Inc., upon the
surrender to the Continuing Corporation for cancellation of one
or more certificates evidencing shares of common stock of Vishay
Instruments, Inc., shall be entitled to receive one or more
certificates evidencing the number of shares of the Continuing
97
Corporation evidenced by the certificates so surrendered for
cancellation.
ARTICLE VII
Approval of Merger
------------------
This Agreement shall be submitted to the respective
stockholders of the Constituent Corporations as provided by law
and shall become effective only upon written consent to adoption
by all of the stockholders of each Constituent Corporation
entitled to vote upon the adoption of the Agreement, certifica-
tion of such fact on the Agreement by the Secretary or an
Assistant Secretary of each Constituent Corporation, under the
seal of each, the proper execution and acknowledgment of this
Agreement, and the filing of the same as required by law. When
such consent to the adoption of this Agreement is given and this
Agreement is so certified, executed, acknowledged and filed, the
separate evidence of Vishay Instruments, Inc. shall cease, and
said corporation shall be merged with and into the Continuing
Corporation, all in accordance with this Agreement.
98
IN WITNESS WHEREOF, this Agreement of Merger has been
signed by the directors, or a majority thereof, of each of the
Constituent Corporations.
Directors of Vishay Instruments,
Inc.
/s/ Felix Zandman
---------------------------------------
Felix Zandman
/s/ Ruth Zandman
---------------------------------------
Ruth Zandman
/s/ Franklin Feldman
---------------------------------------
Franklin Feldman
Directors of Micro-Measurements,
Inc.
/s/ Felix Zandman
---------------------------------------
Felix Zandman
/s/ Ruth Zandman
---------------------------------------
Ruth Zandman
/s/ Franklin Feldman
---------------------------------------
Franklin Feldman
99
CERTIFICATE OF SECRETARY
OF
VISHAY INSTRUMENTS, INC.
I, FRANKLIN FELDMAN, DO HEREBY CERTIFY that I am
Secretary of Vishay Instruments, Inc., a Delaware corporation,
and I DO FURTHER CERTIFY as follows:
1. The foregoing Agreement of Merger (hereinafter
referred to as the "Agreement"), for the merger of said Vishay
Instruments, Inc. into Micro-Measurements, Inc., a Delaware
corporation, was made, signed and delivered by a majority of the
Directors of said Vishay Instruments, Inc., after said Merger and
the terms and provisions of said Agreement had been approved by
said Directors at a meeting thereof duly held for the purpose of
considering the same.
2. All of the stockholders entitled to vote upon the
adoption of the Agreement consented in writing on April 9, 1966
to the adoption of the Agreement.
IN WITNESS WHEREOF, I hereunto sign my name as
Secretary of said Vishay Instruments, Inc. and affix hereto its
corporate seal this 9th day of April, 1966.
/s/ Franklin Feldman
---------------------------------------
Secretary
100
CERTIFICATE OF SECRETARY
OF
MICRO-MEASUREMENTS, INC.
I, FRANKLIN FELDMAN, DO HEREBY CERTIFY that I am
Secretary of Micro-Measurements, Inc., a Delaware corporation,
and I DO FURTHER CERTIFY as follows:
1. The foregoing Agreement of Merger (hereinafter
referred to as the "Agreement"), for the merger of Vishay
Instruments, Inc. into said Micro-Measurements, Inc., a Delaware
corporation, was made, signed and delivered by a majority of the
Directors of said Micro-Measurements, Inc., after said Merger and
the terms and provisions of said Agreement had been approved by
said Directors at a meeting thereof duly held for the purpose of
considering the same.
2. All of the stockholders entitled to vote upon the
adoption of the Agreement consented in writing on April 9, 1966
to the adoption of the Agreement.
IN WITNESS WHEREOF, I hereunto sign my name as
Secretary of said Micro-Measurements, Inc., and affix hereto its
corporate seal this 9th day of April, 1966.
/s/ Franklin Feldman
---------------------------------------
Secretary
101
The foregoing Agreement of Merger having been duly
adopted by the stockholders of each of the Corporations parties
thereto, and the fact of the adoption thereof as aforesaid having
been duly certified thereon by the Secretary of each of said
Corporations, all in accordance with law, said Agreement of
Merger is hereby signed by the President and Secretary of Vishay
Instruments, Inc. and the Vice President and Secretary of Micro-
Measurements, Inc. under the respective corporate seals of said
Corporations this 9th day of April, 1966.
/s/ Felix Zandman
---------------------------------------
President of Vishay Instruments, Inc.
(A Delaware corporation)
/s/ Franklin Feldman
---------------------------------------
Secretary of Vishay Instruments, Inc.
(A Delaware corporation)
/s/ Ruth Zandman
---------------------------------------
Vice President of Micro-Measurements,
Inc. (A Delaware corporation)
/s/ Franklin Feldman
---------------------------------------
Secretary of Micro-Measurements, Inc.
(A Delaware corporation)
102
ACKNOWLEDGMENT OF PRESIDENT
OF
VISHAY INSTRUMENTS, INC.
STATE OF PENNSYLVANIA )
) SS.:
COUNTY OF PHILA. )
I, George M. Laughlin, a Notary Public in and for said
County and State aforesaid, DO HEREBY CERTIFY that FELIX ZANDMAN,
the President of VISHAY INSTRUMENTS, INC., a Delaware
corporation, who is personally known to me to be the person whose
name is subscribed to the foregoing Agreement of Merger as such
President, and who is personally known to me to be the President
of said Corporation, appeared before me this day in person and
acknowledged that he signed, sealed and delivered the said
Agreement as his free and voluntary act, deed and agreement of
said Corporation for the uses and purposes therein set forth; and
further acknowledged said Agreement to be the act, deed and
agreement of said Corporation.
GIVEN under my hand and notarial seal this 9th day of
April, 1966.
/s/ George M. Laughlin
---------------------------------------
Notary Public
103
ACKNOWLEDGMENT OF VICE PRESIDENT
OF
MICRO-MEASUREMENTS, INC.
STATE OF PENNSYLVANIA )
) SS.:
COUNTY OF PHILA. )
I, George M. Laughlin, a Notary Public in and for said
County and State aforesaid, DO HEREBY CERTIFY that RUTH ZANDMAN,
the Vice President of MICRO-MEASUREMENTS, INC., a Delaware
corporation, who is personally known to me to be the person whose
name is subscribed to the foregoing Agreement of Merger as such
Vice President, and who is personally known to me to be the Vice
President of said Corporation, appeared before me this day in
person and acknowledged that she signed, sealed and delivered the
said Agreement as her free and voluntary act as such Vice
President and as the free and voluntary act, deed and agreement
of said Corporation for the uses and purposes therein set forth;
and further acknowledged said Agreement to be the act, deed and
agreement of said Corporation.
GIVEN under my hand and notarial seal this 9th day of
April, 1966.
/s/ George M. Laughlin
---------------------------------------
Notary Public
104
Certificate of Agreement of Merger of the "VISHAY INSTRUMENTS, INC.",
merging with and into the "MICRO-MEASUREMENTS, INC.", under the name
"MICRO-MEASUREMENTS, INC.", as received and filed in this office the
thirteenth day of April, A.D. 1966, at 9 o'clock A.M.
105
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED that on this 27th day of June, A.D.
1962, personally came before me, a Notary Public for the State of
New York, CHARLES B. HOCHMAN, CARL KANTER and FRANKLIN FELDMAN,
all of the parties to the foregoing Certificate of Incorporation,
known to me personally to be such, and severally acknowledged the
said Certificate to be the act and deed of the signers
respectively and that the facts therein stated are truly set
forth.
GIVEN under my hand and seal of office the day and year
aforesaid.
/s/ Nettie Rothstein
---------------------------------------
Notary Public
Nettie Rothstein
Notary Public, State of New York
No. 24-3379250
Qualified in Kings County
Certificate filed in New York County
Commission Expires March 30, 1963
106
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE RESTATED CERTIFICATE OF "VISHAY INTERTECHNOLOGY, INC.", FILED IN
THIS OFFICE ON THE ELEVENTH DAY OF DECEMBER, A.D. 1972, AT 9 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067574
DATE: 03-24-94
107
RESTATED CERTIFICATE OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
It is hereby certified that:
1. (a) The present name of the Corporation
(hereinafter called the "Corporation") is Vishay Intertechnology,
Inc.
(b) The name under which the Corporation was
originally incorporated is Micro-Measurements,Inc.; and the date
of filing the original certificate of incorporation of the
Corporation with the Secretary of State of the State of Delaware
is July 3, 1962.
2. The certificate of incorporation of the
Corporation is hereby amended by striking out Articles FIRST
through THIRTEENTH thereof and by substituting in lieu thereof
new Articles FIRST through ELEVENTH which are set forth in the
Restated Certificate of Incorporation hereinafter provided for.
Each share of Common Stock of the par value of
$1.00 per share, outstanding upon the effective date of this
Restated Certificate of Incorporation, shall be reclassified as
250 fully paid and non-assessable shares of the par value of $.10
per share, which shares shall be included in the 5,000,000 shares
of Common Stock authorized in this Restated Certificate of
Incorporation.
108
3. The provisions of the certificate of incorporation
of the Corporation as heretofore amended and/or supplemented, and
as herein amended, are hereby restated and integrated into the
single instrument which is hereinafter set forth, and which is
entitled Restated Certificate of Incorporation of Vishay
Intertechnology, Inc.
4. The amendments and the restatement of the Restated
Certificate of Incorporation have been duly adopted by the
stockholders of the Corporation in accordance with the provisions
of Sections 242 and 245 of the General Corporation Law of the
State of Delaware.
5. The capital of the Corporation will not be reduced
under or by reason of any amendment herein certified.
6. The certificate of incorporation of the
Corporation, as amended and restated herein, shall upon the
effective date of this Restated Certificate of Incorporation read
as follows:
RESTATED CERTIFICATE OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
___________
FIRST: The name of the Corporation (hereinafter
called the "Corporation") is Vishay Intertechnology, Inc.
SECOND: The address, including street, number, city,
and county, of the registered office of the Corporation in the
109
State of Delaware is 229 South State Street, City of Dover,
County of Kent; and the name of the registered agent of the
Corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the Corporation are 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 of stock which the
Corporation shall have authority to issue is 6,000,000 shares, of
which 1,000,000 shares, of the par value of $1 per share, shall
be Preferred Stock, and 5,000,000 shares, of the par value of
$.10 per share, shall be Common Stock.
The designations, preferences and relative,
participating, optional or other special rights and
qualifications, limitations or restrictions of each class of
stock are as follows:
A. The Preferred Stock may be issued in one or more
series and may be with such voting powers, full or limited, or
without voting powers, and with such designations, preferences
and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, as shall
be fixed by the Board of Directors pursuant to authority hereby
expressly granted to it, and as shall be stated and expressed in
the resolution or resolutions providing for the issue of such
110
stock adopted by the Board of Directors pursuant to authority
expressly vested in it by these provisions.
B. Any Preferred Stock or series thereof may be made
subject to redemption at such time or times and at such price or
prices as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the
Board of Directors as hereinabove provided.
C. The holders of Preferred Stock or of any series
thereof shall be entitled to receive dividends at such rates, on
such conditions and at such times as shall be stated and
expressed in the resolution or resolutions providing for the
issue of such stock adopted by the Board of Directors as
hereinabove provided, payable in preference to, or in such
relation to, the dividends payable on any other class or classes
of stock, or cumulative or noncumulative as shall be so stated
and expressed.
D. The holders of Preferred Stock or of any class or
of any series thereof, shall be entitled to such rights upon the
dissolution of, or upon any distribution of the assets of, the
Corporation as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the
Board of Directors as hereinabove provided.
E. Any Preferred Stock of any class or of any series
thereof may be made convertible into, or exchangeable for, shares
of any other class or classes or of any other series of the same
111
or of any other class or classes of stock of the Corporation, or
shares of any class or series of stock of any other corporation,
at such price or prices or at such rates of exchange and with
such adjustments as shall be stated and expressed or provided for
the issue of such stock adopted by the Board of Directors as
hereinabove provided.
F. Except as otherwise provided herein, by statute or
by the resolutions providing for the issue of Preferred Stock
specifically provided, the Preferred Stock shall have no voting
power and the Common Stock shall have the sole right and power to
vote on all matters on which a vote of stockholders is to be
taken. Each holder of Common Stock shall be entitled to vote and
shall have one vote for each share thereof held.
FIFTH: The Corporation is to have perpetual
existence.
SIXTH: Whenever a compromise or arrangement is
proposed between this Corporation and its creditors or any class
of them and/or between this Corporation and its stockholders or
any class of them, any court of equitable jurisdiction within the
State of Delaware may, on the application in a summary way of
this Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this
Corporation under the provisions of Section 291 of the General
Corporation Law of the State of Delaware or on the application of
trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of the
112
General Corporation Law of the State of Delaware order a meeting
of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in
value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as a consequence of such
compromise or arrangement, the said compromise or arrangement and
the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders
or class of stockholders, of this Corporation, as the case may
be, and also on this Corporation.
SEVENTH: For the management of the business and for
the conduct of the affairs of the Corporation, and in further
definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders, or any class
thereof, as the case may be, it is further provided:
1. The power to make, alter, or repeal the
By-Laws of the Corporation, and to adopt any
new By-Laws, except a By-Law classifying
directors for election for staggered terms,
shall be vested in the Board of Directors,
provided that the Board of Directors may
113
delegate such power, in whole or in part, to
the stockholders.
2. Whenever the Corporation shall be
authorized to issue more than one class of
stock, one or more of which is denied voting
power, no outstanding share of any class of
stock which is denied voting power under the
provisions of the Certificate of
Incorporation shall entitle the holder
thereof to notice of, and the right to vote
at any meeting of stockholders except as the
provisions of paragraph (c)(2) of section 242
of the General Corporation Law and of
sections 251 and 252 of the General
Corporation Law shall otherwise require;
provided, that no share of any such class
which is otherwise denied voting power shall
entitle the holder thereof to vote upon the
increase or decrease in the number of
authorized shares of said class.
3. In lieu of taking any permissive or
requisite action by vote at a meeting of
stockholders, any such vote and any such
meeting may be dispensed with if either all
of the stockholders entitled to vote upon the
action at any such meeting shall consent in
114
writing to any such corporate action being
taken or if less than all of the stockholders
entitled to vote upon the action at any such
meeting shall consent in writing to any such
corporate action being taken; provided, that
any such action taken upon less than the
unanimous written consent of all stockholders
entitled to vote upon any such action shall
be by the written consent of the stockholders
holding at least the minimum percentage of
the votes required to be cast to authorize
any such action under the provisions of the
General Corporation Law or under the provi-
sions of the Certificate of Incorporation or
the By-Laws as permitted by the provisions of
the General Corporation Law; and, provided,
that prompt notice of the taking of the
corporate action without a meeting by less
than unanimous consent shall be given to
those stockholders who have not consented in
writing.
4. No election of directors need be by
written ballot.
EIGHTH: No contract or transaction between the
Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership,
115
association, or other organization in which one or more of its
directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this
reason, or solely because his or their votes are counted for such
purpose, if:
(a) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the Committee, and the
Board or Committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors
be less than a quorum; or,
(b) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by
vote of the stockholders; or,
(c) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or
ratified, by the Board of Directors, a committee thereof, or the
stockholders.
Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or
transaction.
116
NINTH: Every person (and the heirs, executors and
administrators of such person) who is or was a director, officer,
employee or agent of the Corporation or of any other company,
including another corporation, partnership, joint venture, trust
or other enterprise which such person serves or served as such at
the request of the Corporation shall be indemnified by the
Corporation against all judgments, payments in settlement
(whether or not approved by court), fines, penalties and other
reasonable costs and expenses (including fees and disbursements
of counsel) imposed upon or incurred by such person in connection
with or resulting from any action, suit, proceeding, investiga-
tion or claim, civil, criminal, administrative, legislative or
other (including any criminal action, suit or proceeding in which
such person enters a plea of guilty or nolo contendere or its
equivalent), or any appeal relating thereto, which is brought or
threatened either by or in the right of the Corporation or such
other company (herein called a "derivative action") or by any
other person, governmental authority or instrumentality (herein
called a "third-party action") and in which such person is made a
party or is otherwise involved by reason of his being or having
been such director, officer, employee, or agent of by reason of
any action or omission, or alleged action or omission by such
person in his capacity as such director, officer, employee or
agent if either (a) such person is wholly successful, on the
merits or otherwise, in defending such derivative or third-party
action or (b) in the judgment of a court of competent jurisdic-
tion or, in the absence of such a determination, in the judgment
117
of a majority of a quorum of the Board of Directors of the
Corporation (which quorum shall not include any director who is a
party to or is otherwise involved in such action) or, in the
absence of such a disinterested quorum, in the opinion of
independent legal counsel (i) in the case of a derivative action,
such person acted without negligence or misconduct in the
performance of his duty to the corporation or such other company
or (ii) in the case of a third-party action, such person acted in
good faith in what he reasonably believed to be the best interest
of the corporation or such other company, and, in addition, in
any criminal action, had no reasonable cause to believe that his
action was unlawful; provided that, in the case of a derivative
action, such indemnification shall not be made in respect of any
payment to the Corporation or such other company or any stock-
holder thereof in satisfaction of judgment or in settlement
unless either (x) a court of competent jurisdiction has approved
such settlement, if any, and the reimbursement of such payment or
(y) if the court in which such action has been instituted lacks
jurisdiction to grant such approval or such action is settled
before the institution of judicial proceedings, in the opinion of
independent legal counsel the applicable standard of conduct
specified in the preceding sentence has been met, such action was
without substantial merit, such settlement was in the best
interests of the corporation or such other company and the
reimbursement of such payment is permissible under applicable
law. In case such person is successful, on the merits or
otherwise, in defending part of such action or, in the judgment
118
of such a court or such quorum of the Board of Directors or in
the opinion of such counsel, has met the applicable standard of
conduct specified in the preceding sentence with respect to part
of such action, he shall be indemnified by the Corporation
against the judgments, settlements, payments, fines, penalties
and other costs and expenses attributable to such part of such
action.
The foregoing rights of indemnification shall be in
addition to any rights to which any such director, officer,
employee, or agent may otherwise be entitled under the
Certificate of Incorporation, any agreement or vote of stock-
holders or at law or in equity or otherwise.
In any case in which, in the judgment of a majority of
such a disinterested quorum of the Board of Directors, any such
director, officer or employee will be entitled to indemnification
under the foregoing provisions of this Article, such amounts as
they deem necessary to cover the reasonable costs and expenses
incurred by such person in connection with the action, suit,
proceeding, investigation or claim prior to final disposition
thereof may be advanced to such person upon receipt of an
undertaking by or on behalf of such person to repay such amounts
if it is ultimately determined that he is not so entitled to
indemnification.
TENTH: The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was
119
serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under the
provisions of Article NINTH.
ELEVENTH: From time to time any of the provisions of
this Certificate of Incorporation may be amended, altered or
repealed, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted
in the manner and at the time prescribed by said law, and all
rights at any time conferred upon the stockholders of the
Corporation by this Certificate of Incorporation are granted
subject to the provisions of this Article ELEVENTH.
Signed and attested to on December 6, 1972.
/s/ Felix Zandman
---------------------------------
President
Attest:
/s/ Robert A. Freece
-----------------------------
Treasurer
/s/ Franklin Feldman
-----------------------------
Secretary
120
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF AMENDMENT OF "MICRO-MEASURMENTS, INC.", CHANGING
ITS NAME FROM "MICRO-MEASURMENTS, INC." TO "VISHAY INTERTECHNOLOGY, INC.",
FILED IN THIS OFFICE THE TWENTIETH DAY OF MAY, A.D. 1966, AT 9 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067575
DATE: 03-24-94
121
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MICRO-MEASUREMENTS, INC.
(Pursuant to Section 242 of Title 8, Chapter 1 of the Delaware
Code)
_____________________
MICRO-MEASUREMENTS, INC. (hereinafter called the
"Corporation"), a corporation organized and existing under and by
virtue of Title 8, Chapter 1 of the Delaware Code, does hereby
certify as follows:
FIRST: That, upon the unanimous written consent of
the holders of all of the outstanding shares of stock entitled to
vote of the above corporation, which consent was given pursuant
to the provisions of Section 228 of Title 8, Chapter 1 of the
Delaware Code, the following amendment of the Certificate of
Incorporation of the corporation has been duly adopted in
accordance with the provisions of Section 242 of Title 8, Chapter
1 of the Delaware Code:
By striking out Article FIRST thereof in its entirety,
and by substituting in lieu thereof a new Article FIRST to read
as follows:
"The name of the Corporation (hereinafter called the
Corporation) is VISHAY INTERTECHNOLOGY, INC."
IN WITNESS WHEREOF, the said Micro-Measurements, Inc.
has made under its corporate seal and signed by Ruth Zandman, its
Vice-President and Franklin Feldman, its Secretary, the foregoing
certificate and the said Ruth Zandman, as Vice-President and the
said Franklin Feldman, as Secretary have hereunto respectively
set their hands and caused the corporate seal of the corporation
to be affixed this 10th day of May, 1966.
/s/ Ruth Zandman
---------------------------------------
Ruth Zandman, Vice-President
/s/ Franklin Feldman
---------------------------------------
Franklin Feldman, Secretary
122
STATE OF PENNSYLVANIA )
) SS.:
COUNTY OF CHESTER )
BE IT REMEMBERED, that on this 12th day of May, 1966,
personally came before me, John R. Blackburn, Jr., Justice of the
Peace, in and for the County and State aforesaid, duly
commissioned and sworn to take acknowledgment or proof of deeds,
RUTH ZANDMAN, Vice-President of Micro-Measurements, Inc., a
corporation of the State of Delaware, the corporation described
in the foregoing Certificate, known to me personally to be such
and be the said RUTH ZANDMAN, as such Vice-President, duly
executed said certificate before me, and acknowledged the said
Certificate to be her act and deed and made on behalf of said
corporation that the signatures of said Vice-President and of the
Secretary to said foregoing certificate of amendment are in the
handwriting of the said Vice-President and Secretary of said
corporation, respectively, and that the seal affixed to said
certificate is the common or corporate seal of said corporation,
and that his act of sealing, executing, acknowledging and
delivering the said Certificate was duly authorized by the
stockholders of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand the day
and year aforesaid.
/s/ John R. Blackburn, Jr.
---------------------------------------
Notary Public
123
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF AMENDMENT OF "VISHAY INTERTECHNOLOGY, INC.", FILED IN
THIS OFFICE ON THE THIRD DAY OF DECEMBER, A.D. 1985, AT 10 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067573
DATE: 03-24-94
124
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION
of
VISHAY INTERTECHNOLOGY, INC.
It is hereby certified that:
6. The name of the corporation (hereinafter called
the "Corporation") is Vishay Intertechnology, Inc.
7. The Restated Certificate of Incorporation of the
Corporation is hereby amended by striking out the first sentence
of Article Fourth thereof and by substituting in lieu of said
sentence of said Article the following new sentence:
"The total number of shares of stock which
the Corporation shall have authority to issue
is 16,000,000 shares, of which 1,000,000
shares, of the par value of $1 per share,
shall be Preferred Stock, and 15,000,000
shares, of the par value of $0.10 per share,
shall be Common Stock."
8. The amendment of the Restated Certificate of
Incorporation herein certified has been duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
Signed and attested to on November 26, 1985.
/s/ Robert A. Freece
------------------------------
Robert A. Freece
Vice President
Attest:
/s/ William J. Spires
------------------------------
William J. Spires
Secretary
125
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF AMENDMENT OF "VISHAY INTERTECHNOLOGY, INC.",
FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF JANUARY, A.D. 1987,
AT 12 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067572
DATE: 03-24-94
126
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
It is hereby certified that:
1) The name of the Corporation (hereinafter called
the "Corporation") is Vishay Intertechnology, Inc.
2) To accomplish the foregoing Amendment, Articles
Fourth and Ninth of the Restated Certificate of Incorporation,
relating to the authorization to issue stock and their relative
rights, privileges and limitations, and Director Liability and
Indemnification, are hereby stricken out in their entirety, and
the following new Articles are substituted in lieu thereof:
FOURTH: Section 1. Classes and Number of Shares. The
total number of shares of all classes of stock which the
Corporation shall have authority to issue is 31,000,000 shares.
The classes and the aggregate number of shares of stock of each
class which the Corporation shall have authority to issue are as
follows:
(i) 15,000,000 shares of Common Stock, $0.10
par value per share (hereinafter the "Common
Stock");
(ii) 15,000,000 shares of Class B Common
Stock, $0.10 par value per share (hereinafter the
"Class B Stock"); and
(iii) 1,000,000 shares of Preferred Stock,
$1.00 par value per share, with such rights,
privileges, restrictions and preferences as the
Board of Directors may authorize from time to time
(hereinafter the "Preferred Stock").
Section 2. Powers and Rights of the Common Stock and
the Class B Stock.
A. Voting Rights and Powers.
(i) With respect to all matters upon which
shareholders are entitled to vote or to which
shareholders are entitled to give consent, every
holder of Common Stock shall be entitled to one
127
vote in person or by proxy for each share of
Common Stock standing in his name on the transfer
books of the Corporation and every holder of Class
B Stock shall be entitled to ten votes in person
or by proxy for each share of Class B Stock
standing in his name on the transfer books of the
Corporation.
(ii) Except as otherwise provided herein and
as may be otherwise required by law, the provi-
sions of these Amended and Restated Articles of
Incorporation shall not be modified, revised,
altered or amended, repealed or rescinded in whole
or in part, unless authorized by a majority of the
votes of the outstanding shares of stock of the
Corporation entitled to vote, with each share of
Common Stock and each share of Class B Stock
having the number of votes per share set forth in
clause (i) of this paragraph A.
(iii) Following the initial issuance of shares
of Class B Stock, the Corporation may not effect
the issuance of any additional shares of Class B
Stock (except in connection with stock splits and
stock dividends) unless and until such issuance is
authorized by the holders of a majority of the
outstanding shares of Common Stock of the
Corporation entitled to vote, and by the holders
of a majority of the shares of the outstanding
shares of Class B Stock entitled to vote, each
class voting separately.
(iv) Except as provided in paragraph A(iii)
and paragraph D of this Section 2 and as may be
otherwise required by law, the holders of Common
Stock and Class B Stock shall vote together as a
single class, subject to any voting rights which
may be granted to holders of Preferred Stock.
B. Dividends and Distributions. Subject to the rights
of the holders of Preferred Stock, and subject to any other
provisions of this Amended and Restated Certificate of
Incorporation as amended from time to time, holders of Common
Stock and Class B Stock shall be entitled to such dividends and
other distributions in cash, stock or property of the Corporation
as may be declared thereon by the Board of Directors from time to
time out of assets or funds of the Corporation legally available
therefor, provided that in the case of dividends or other
distributions payable in stock of the Corporation other than the
Preferred Stock, including distributions pursuant to stock split-
ups, divisions or combinations, which occur after the date shares
of Class B Stock are first issued by the Corporation, only shares
of Common Stock shall be distributed with respect to Common Stock
and only shares of Class B Stock shall be distributed with
128
respect to Class B Stock. In no event will shares of either
Common Stock or Class B Stock be split, divided or combined
unless the other is also split, divided or combined equally.
C. Other Rights. Except as otherwise required by the
Delaware General Corporation Law or as otherwise provided in this
Amended and Restated Certificate of Incorporation, each share of
Common Stock and each share of Class B Stock shall have identical
powers, preferences and rights, including rights in liquidation.
D. Transfer.
(i) No person holding shares of Class B Stock of
record (hereinafter called a "Class B Holder") may
transfer, and the Corporation shall not register the
transfer of, such shares of Class B Stock, whether by
sale, assignment, gift, bequest, appointment or
otherwise, except to a "Permitted Transferee." A
"Permitted Transferee" shall mean, with respect to each
person from time to time shown as the record holder of
shares of Class B Stock:
(a) In the case of a Class B Holder who is a
natural person,
(1) The spouse of such Class B Holder,
any lineal descendant of a great grandparent
of either the Class B Holder or the spouse of
the Class B Holder, including adopted
children;
(2) The trustee of a trust (whether
testamentary, intervivos or a voting trust)
principally for the benefit of such Class B
Holder and/or one or more of his Permitted
Transferees described in each subclause of
this clause (a);
(3) Any organization to which
contributions are deductible for federal
income, estate or gift tax purposes or any
split-interest trust described in Section
4947 of the Internal Revenue Code of 1986, as
it may from time to time be amended (herein-
after called a "Charitable Organization");
(4) A corporation, of which outstanding
capital stock entitled to a majority of the
votes in the election of directors is owned
beneficially solely by, or a partnership, of
which a majority of the partnership interests
entitled to participate in the management of
the partnership is owned beneficially solely
by, the Class B Holder and/or one or more of
129
his or her Permitted Transferees determined
under this clause (a), provided that if by
reason of any change in the ownership of such
stock or partnership interests, such corpo-
ration or partnership would no longer qualify
as a Permitted Transferee, all shares of
Class B Stock then held by such corporation
or partnership shall be converted auto-
matically into shares of Common Stock
effective upon the date of such change in
ownership of such stock or partnership
interests, and stock certificates formerly
representing such shares of Class B Stock
shall thereupon and thereafter be deemed to
represent the like number of shares of Common
Stock; and
(5) The estate of such Class B Holder.
(b) In the case of a Class B Holder holding
the shares of Class B Stock in question as trustee
pursuant to a trust (other than pursuant to a
trust described in clause (f) below), "Permitted
Transferee" means (1) any person transferring
Class B Stock to such trust and (2) any Permitted
Transferee of any such transferor determined
pursuant to clause (a) above.
(c) In the case of a Class B Holder which is
a Charitable Organization holding record and
beneficial ownership of the shares of Class B
Stock in question, "Permitted Transferee" means
any Class B Holder.
(d) In the case of a Class B Holder which is
a corporation or partnership (other than a
Charitable Organization) acquiring record and
beneficial ownership of the shares of Class B
Stock in question upon its initial issuance by the
Corporation, "Permitted Transferee" means (1) a
partner of such partnership or shareholder of such
corporation at the time of issuance, and (2) any
Permitted Transferee (determined pursuant to
clause (a) above) of any such partner or share-
holder referred to in subclause (1) of this clause
(d).
(e) In the case of a Class D Holder which is
a corporation or partnership (other than a
Charitable Organization or a corporation or
partnership described in clause (d) above) holding
record and beneficial ownership of the shares of
Class B Stock in question, "Permitted Transferee"
means (1) any person transferring such shares of
130
Class B Stock to such corporation or partnership
and (2) any Permitted Transferee of any such
transferor determined under clause (a) above.
(f) In the case of a Class B Holder holding
the shares of Class B Stock in question as trustee
pursuant to a trust which was irrevocable at the
time of issuance of the Class B Stock, "Permitted
Transferee" means (1) any person to whom or for
whose benefit principal may be distributed either
during or at the end of the term of such trust
whether by power of appointment or otherwise and
(2) any Permitted Transferee of any such person
determined pursuant to clause (a) above.
(g) In the case of a Class B Holder which is
the estate of a deceased Class B Holder or which
is the estate of a bankrupt or insolvent Class B
Holder, which holds record and beneficial owner-
ship of the shares of Class B Stock in question,
"Permitted Transferee" means a Permitted
Transferee of such deceased, bankrupt or insolvent
Class B Holder as determined pursuant to clause
(a), (b), (c), (d), (e) or (f) above, as the case
may be.
(h) Any Class B Holder may transfer all or
any part of such holder's Class B Stock to any
Class B Holder which, at the time of such
transfer, owns not less than 50,000 shares of
Class B Stock (as adjusted for stock splits and
stock dividends); provided, however, that such
proposed transfer shall be authorized by the
holders of a majority of the outstanding shares of
Common Stock of the Corporation entitled to vote,
and by the holders of a majority of the outstand-
ing shares of Class B Stock entitled to vote, each
Class voting separately.
(ii) Notwithstanding anything to the contrary set
forth herein, any Class B Holder may pledge such
holder's shares of Class B Stock to a pledgee pursuant
to a bona fide pledge of such shares as collateral
security for indebtedness due to the pledgee, provided
that such shares shall remain subject to the provisions
of this Paragraph D. In the event of foreclosure or
other similar action by the pledgee, such pledged
shares of Class B Stock may (a) be transferred only to
a Permitted Transferee of the pledgor or (b) converted
into shares of Common Stock and transferred to the
pledgee, as the pledgee may elect.
131
(iii) For purposes of this Paragraph D:
(a) The relationship of any person that is
derived by or through legal adoption shall be
considered a natural one.
(b) Each joint owner of shares of Class B
Stock shall be considered a "Class B Holder" of
such shares.
(c) A minor for whom shares of Class B Stock
are held pursuant to a Uniform Gifts to Minors Act
or similar law shall be considered a Class B
Holder of such shares.
(d) Unless otherwise specified, the term
"person" means both natural persons and legal
entities.
(e) Each reference to a corporation shall
include any successor corporation resulting from
merger or consolidation; and each reference to a
partnership shall include any successor partner-
ship resulting from the death or withdrawal of a
partner.
(iv) Any transfer of shares of Class B Stock not
permitted hereunder shall result in the conversion of
the transferee's shares of Class B Stock into shares of
Common Stock, effective the date on which certificates
representing such shares are presented for transfer on
the books of the Corporation. The Corporation may, in
connection with preparing a list of shareholders
entitled to vote at any meeting of shareholders, or as
a condition to the transfer or the registration of
shares of Class B Stock on the Corporation's books,
require the furnishing of such affidavits or other
proof as it deems necessary to establish that any
person is the beneficial owner of shares of Class B
Stock or is a Permitted Transferee.
(v) If at any time the number of outstanding
shares of Class B Stock as reflected on the stock
transfer books of the Corporation falls below 300,000
shares, or such higher number as results from adjust-
ments for stock splits or stock dividends, the
outstanding shares of Class B Stock shall automatically
be deemed converted into shares of Common Stock and
certificates formerly representing outstanding shares
of Class B Stock shall thereupon and thereafter
represent the like number of shares of Common Stock.
(vi) Shares of Class B Stock shall be registered
in the names of the beneficial owners thereof and not
132
in "street" or "nominee" names. Notwithstanding the
foregoing, trusts may transfer shares into nominee
name. The Corporation shall note on the certificates
for shares of Class B Stock the restrictions on
transfer and registration of transfer imposed by this
Paragraph D.
(vii) The term "beneficial ownership" and
derivations thereof shall have the same meaning given
thereto under the Securities Exchange Act of 1934, as
amended, or any successor statute, and the rules and
regulations promulgated thereunder.
E. Conversion Rights.
(i) Subject to the terms and conditions of this
Paragraph E, each share of Class B Stock shall be
convertible at any time or from time to time, at the
option of the respective holder thereof, at the office
of any transfer agent for Common Stock, and at such
other place or places, if any, as the Board of
Directors may designate, into one (1) fully-paid and
nonassessable share of Common Stock. In order to
convert Class B Stock into Common Stock, the holder
thereof shall (a) surrender the certificate or
certificates for such Class B Stock at the office of
said transfer agent (or other place as provided above),
which certificate or certificates, if this Corporation
shall so request, shall be duly endorsed to the
Corporation or in blank or accompanied by proper
instruments of transfer to the Corporation (such
endorsements or instruments of transfer to be in form
satisfactory to the Corporation), and (b) give written
notice to the Corporation that such holder elects to
convert said Class B Stock, which notice shall state
the name or names in which such holder wishes the
certificate or certificates for Common Stock to be
issued. The Corporation will issue and deliver at the
office of said transfer agent (or other place as
provided above) to the person for whose account such
Class B Stock was so surrendered, or to his nominee or
nominees, a certificate or certificates for the number
of full shares of Common Stock to which such holder
shall be entitled as soon as practicable after such
deposit of a certificate or certificates of Class B
Stock, accompanied by the requisite written notice.
Such conversion shall be deemed to have been made as of
the date of such surrender of the Class B Stock to be
converted; and the persons entitled to receive the
Common Stock issuable upon conversion of such Class B
Stock shall be treated for all purposes as the record
holder or holders of such Common Stock on such date.
133
(ii) The issuance of certificates for shares of
Common Stock upon conversion of shares of Class B Stock
shall be made without charge for any stamp or other
similar tax in respect of such issuance. However, if
any such certificate is to be issued in a name other
than that of the holder of the share or shares of
Class B Stock converted, the person or persons
requesting the issuance thereof shall pay to the
Corporation the amount of any tax which may be payable
in respect of any transfer involved in such issuance or
shall establish to the satisfaction of the Corporation
that such tax has been paid or is not required to be
paid.
(iii) The Corporation covenants that it will at all
times reserve and keep available, solely for the
purpose of issue upon conversion of the outstanding
shares of Class B Stock, such number of shares of
Common Stock as shall be issuable upon the conversion
of all such outstanding shares.
Section 3. Preferred Stock.
A. The Preferred Stock may be issued in one or more
series and may be with such voting powers, full or limited, or
without voting powers, and with such designations, preferences
and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, as shall
be fixed by the Board of Directors pursuant to authority hereby
expressly granted to it, and as shall be stated and expressed in
the resolution or resolutions providing for the issue of such
stock adopted by the Board of Directors pursuant to authority
expressly vested in it by these provisions.
B. Any Preferred Stock or series thereof may be made
subject to redemption at such time or times and at such price or
prices as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the
Board of Directors as hereinabove provided.
C. The holders of Preferred Stock or of any series
thereof shall be entitled to receive dividends at such rates, on
such conditions and at such times as shall be stated and
expressed in the resolution or resolutions providing for the
issue of such stock adopted by the Board of Directors as
hereinabove provided, payable in preference to, or in such
relation to, the dividends payable on any other class or classes
of stock, or cumulative or noncumulative as shall be so stated
and expressed.
D. The holders of Preferred Stock or of any class or
of any series thereof, shall be entitled to such rights upon the
dissolution of, or upon any distribution of the assets of, the
Corporation as shall be stated and expressed in the resolution or
134
resolutions providing for the issue of such stock adopted by the
Board of Directors as hereinabove provided.
E. Subject to Section 2A(iii) of this Article Four,
any Preferred Stock of any class or of any series thereof may be
made convertible into, or exchangeable for, shares of any other
class or classes or of any other series of the same or of any
other class or classes of stock of the Corporation, or shares of
any class or series of stock of any other Corporation, at such
price or prices or at such rates of exchange and with such
adjustments as shall be stated and expressed or provided for the
issue of such stock adopted by the Board of Directors as herein-
above provided.
Section 4. Issuance of Common Stock, Class B Stock and
Preferred Stock. The Board of Directors of the Corporation may
from time to time authorize by resolution the issuance of any or
all shares of the Common Stock, the Preferred Stock and, subject
to Section 2A(iii) of this Article Four, the Class B Stock,
herein authorized in accordance with the terms and conditions set
forth in this Amended and Restated Certificate or Incorporation
for such purposes, in such amounts, to such persons, corpo-
rations, or entities, for such consideration, and in the case of
the Preferred Stock, in one or more series, all as the Board of
Directors in its discretion may determine and without any vote or
other action by the shareholders, except as otherwise required by
law. Except for the payment of one stock dividend to holders of
Common Stock within 120 days of the effective date of this
amendment (which 120-day period may be extended by the Board of
Directors), at any time shares of Class B Stock are outstanding,
the Board of Directors may not issue shares of Common Stock in
the form of a distribution or distributions pursuant to a stock
dividend or split-up, division or combination of the shares of
Common Stock except where such shares are issuable both (i) only
to the holders of the then outstanding shares of Common Stock and
(ii) only in conjunction with and in the same ratio as a stock
dividend or split-up, division or combination of the shares of
Class B Stock.
NINTH: Every person (and the heirs, executors and
administrators of such person) who is or was a director, officer,
employee or agent of the Corporation or of any other company,
including another corporation, partnership, joint venture, trust
or other enterprise which such person serves or served as such at
the request of the Corporation shall be indemnified by the
Corporation against all judgments, payments in settlement
(whether or not approved by court), fines, penalties and other
reasonable costs and expenses (including fees and disbursements
of counsel) imposed upon or incurred by such person in connection
with or resulting from any action, suit, proceeding, investiga-
tion or claim, civil, criminal, administrative, legislative or
other (including any criminal action, suit or proceeding in which
such person enters a plea of guilty or nolo contendere or its
equivalent), or any appeal relating thereto, which is brought or
135
threatened either by or in the right of the Corporation or such
other company (herein called a "derivative action") or by any
other person, governmental authority or instrumentality (herein
called a "third-party action") and in which such person is made a
party or is otherwise involved by reason of his being or having
been such director, officer, employee or agent or by reason of
any action or omission, or alleged action or omission by such
person in his capacity as such director, officer, employee or
agent if either (a) such person is wholly successful, on the
merits or otherwise, in defending such derivative or third-party
action or (b) in the judgment of a court of competent jurisdic-
tion or, in the absence of such a determination, in the judgment
of a majority of a quorum of the Board of Directors of the
Corporation (which quorum shall not include any director who is a
party to or is otherwise involved in such action) or, in the
absence of such a disinterested quorum, in the opinion of
independent legal counsel (i) in the case of a derivative action,
such person acted in good faith in what he reasonably believed to
be the best interest of the Corporation and was not adjudged
liable to the Corporation or such other company or (ii) in the
case of a third-party action, such person acted in good faith in
what he reasonably believed to be the best interest of the
Corporation or such other company, and, in addition, in any
criminal action, had no reasonable cause to believe that his
action was unlawful; provided that, in the case of a derivative
action, such indemnification shall not be made in respect of any
payment to the Corporation or such other company or any stock-
holder thereof in satisfaction of judgment or in settlement
unless either (x) a court of competent jurisdiction has approved
such settlement, if any, and the reimbursement of such payment or
(y) if the court in which such action has been instituted lacks
jurisdiction to grant such approval or such action is settled
before the institution of judicial proceedings, in the opinion of
independent legal counsel the applicable standard of conduct
specified in the preceding sentence has been met, such action was
without substantial merit, such settlement was in the best
interests of the corporation or such other company and the
reimbursement of such payment is permissible under applicable
law. In case such person is successful, on the merits or other-
wise, in defending part of such action or, in the judgment of
such a court or such quorum of the Board of Directors or in the
opinion of such counsel, has met the applicable standard of
conduct specified in the preceding sentence with respect to part
of such action, he shall be indemnified by the Corporation
against the judgments, settlements, payments, fines, penalties
and other costs and expenses attributable to such part of such
action.
The directors may authorize the advancement of such
amounts necessary to cover the reasonable costs and expenses
incurred by any director, officer or employee in connection with
the action, suit, proceeding, investigation or claim prior to
final disposition thereof to the extent permitted under Delaware
law.
136
The foregoing rights of indemnification and advancement
of expenses shall be in addition to any rights to which any such
director, officer, employee, or agent may otherwise be entitled
under the Certificate of Incorporation, any agreement or vote of
stockholders or at law or in equity or otherwise.
No director shall have any personal liability to the
Corporation or its stockholders for any monetary damages for
breach of fiduciary duty as a director, except that this Article
shall not eliminate or limit the liability of each director
(i) for any breach of such director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law, or (iv) for any transaction from which
such director derived an improper personal benefit. This Article
shall not eliminate or limit the liability of such director for
any act or omission occurring prior to the date when this Article
becomes effective.
3. The amendment of the Restated Certificate of
Incorporation herein certified has been duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
Signed and attested to on January 14, 1987.
/s/ Robert A. Freece
---------------------------------------
Robert A. Freece,
Vice President
Attest:
/s/ William J. Spires
------------------------
William J. Spires,
Secretary
137
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF AMENDMENT OF "VISHAY INTERTECHNOLOGY, INC.",
FILED IN THIS OFFICE ON THE SEVENTH DAY OF DECEMBER, A.D. 1988,
AT 10 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067571
DATE: 03-24-94
138
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
VISHAY INTERTECHNOLOGY, INC.
______________________________________
It is hereby certified that:
1. The name of the corporation (hereinafter called
the "Corporation") is Vishay Intertechnology, Inc.
2. The Restated Certificate of Incorporation of the
Corporation, as amended, is hereby further amended by striking
out the first section of Article Fourth thereof and by
substituting the following section in lieu thereof:
FOURTH: Section 1. Classes and Number
of Shares. The total number of shares of all
classes of stock which the Corporation shall
have authority to issue is 41,000,000 shares.
The classes and the aggregate number of
shares of stock of each class which the
Corporation shall have authority to issue are
as follows:
(i) 25,000,000 shares of Common Stock,
$0.10 par value per share (hereinafter the
"Common Stock");
(ii) 15,000,000 shares of Class B Common
Stock, $0.10 par value per share (hereinafter
the "Class B Stock"); and
(iii) 1,000,000 shares of Preferred
Stock, $1.00 par value per share, with such
rights, privileges, restrictions and
preferences as the Board of Directors may
authorize from time to time (hereinafter the
"Preferred Stock").
3. The Amendment of the Restated Certificate of
Incorporation, as amended, herein certified has been duly adopted
in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
139
Signed and attested to on November 30, 1988.
/s/ Robert A. Freece
---------------------------------------
Robert A. Freece
Vice President
Attest:
/s/ William J. Spires
---------------------------
William J. Spires
Secretary
140
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF
THE CERTIFICATE OF AMEMNDMENT OF "VISHAY INTERTECHNOLOGY, INC.",
FILED IN THIS OFFICE ON THE NINETEENTH DAY OF MAY, A.D. 1993,
AT 9 O'CLOCK A.M.
/s/ William T. Quillen
SEAL --------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7067570
DATE: 03-24-94