Exhibit 3.9
CERTIFICATE OF INCORPORATION
OF
PHIBRO ANIMAL HEALTH HOLDINGS, INC.
The undersigned incorporator, in order to form a corporation under
the General Corporation Law of Delaware, certifies as follows:
FIRST: The name of the corporation is Phibro Animal Health
Holdings, Inc.
SECOND: The registered office of the corporation is to be located
at 1013 Centre Road, Wilmington, Delaware, 19805-1297, New Castle County. The
name of its registered agent at that address is Corporation Service Company.
THIRD: The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The corporation shall have the authority to issue 1,000
shares of common stock, par value $0.01 per share.
FIFTH: The name and mailing address of the incorporator are as
follows:
Alexa D. Isbell
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
SIXTH: Whenever a compromise or arrangement is proposed between
the corporation and its creditors or any class of them and/or between the
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 the corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the 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 the
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 the 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 the corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the 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 the corporation, as the case may be, and also on the
corporation.
SEVENTH: A director of this corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for the
breach of any fiduciary duty as a director, except in the case of (a) any breach
of the director's duty of loyalty to the corporation or its stockholders, (b)
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (c) under section 174 of the General Corporation Law
of the State of Delaware or (d) for any transaction from which the director
derives an improper personal benefit. Any repeal or modification of this Article
by the stockholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification with respect to acts or omissions occurring prior to such repeal
or modification.
EIGHTH: The corporation shall, to the fullest extent permitted by
law, as the same is now or may hereafter be in effect, indemnify each person
(including the heirs, executors, administrators and other personal
representatives of such person) against expenses including attorneys' fees,
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by such person in connection with any threatened, pending or completed
suit, action or proceeding (whether civil, criminal, administrative or
investigative in nature or otherwise) in which such person may be involved by
reason of the fact that he or she is or was a director or officer of the
corporation or is or was serving any other incorporated or unincorporated
enterprise in such capacity at the request of the corporation.
NINTH: Unless, and except to the extent that, the by-laws of the
corporation shall so require, the election of directors of the corporation need
not be by written ballot.
TENTH: The corporation hereby confers the power to adopt, amend or
repeal bylaws of the corporation upon the directors.
IN WITNESS WHEREOF, I have hereunto set my hand this eleventh day of
July, 2000.
/s/ Alexa D. Isbell
-------------------------
Sole Incorporator