EXHIBIT 3.43
CERTIFICATE OF INCORPORATION
OF
AYI ACQUISITION CORPORATION
FIRST: The name of the corporation is AYI ACQUISITION CORPORATION.
SECOND: The address of the initial registered office of the corporation in the
State of Delaware is 9 East Loockerman Street, in the City of Dover, County of
Kent, 19901, and the name of the initial registered agent therein and in charge
thereof, upon whom process against the corporation may be served in National
Corporate Research, Ltd.
THIRD: The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
FOURTH: The total number of shares the corporation shall have authority to
issue is Three thousand (3,000) shares of common stock, each with a par value of
one cent ($.01).
FIFTH: The corporation shall have perpetual existence.
SIXTH: No director shall be personally liable to the corporation or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the 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)
pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or modification of this Article Sixth 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.
SEVENTH: The Corporation shall have the right to indemnify any and all
directors and officers to the fullest extent permitted by the Delaware General
Corporation Law.
EIGHTH: The name and mailing address of the incorporator is, John Morrissey c/o
National Corporate Research, Ltd., 225 West 34th Street, New York, NY 10122-
0032.
I, being the sole incorporator hereinbefore named, hereby sign this certificate
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware this 29/th/ day of January, 1998.
/s/ John Morrissey
------------------------------------
John Morrissey, Sole Incorporator
CERTIFICATE OF MERGER
OF
ADAM YOUNG INC.
INTO
AYI ACQUISITION CORPORATION
AYI Acquisition Corporation, a Delaware corporation, hereby certifies that:
1. The name and state of incorporation of each of the constituent
corporations are:
(a) Adam Young Inc., a New York corporation (hereinafter "Adam
Young").
(b) AYI Acquisition Corporation, a Delaware corporation (hereinafter
the "Company").
2. An Agreement and Plan of Merger (the "Merger Agreement") has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the provisions of subsection (c) of
Section 252 of the General Corporation Law of the State of Delaware.
3. The Company shall be the surviving corporation and its name shall be
"AYI Acquisition Corporation."
4. The Certificate of Incorporation of the Company shall be the
Certificate of Incorporation of the surviving corporation.
5. The executed Merger Agreement is on file at the executive offices of
the Company at 599 Lexington Avenue, New York, New York 10022.
6. A copy of the Merger Agreement will be furnished by the Company, on
request and without cost, to any stockholder of the constituent corporations.
7. The authorized capital stock of Adam Young is 50,000 shares of common
stock with a par value of $5.00 per share.
IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by
James A. Morgan, its Executive Vice President, this 27/th/ day of February,
1998.
AYI ACQUISITION CORPORATION
By: /s/ James A. Morgan
-------------------------------
By: James A. Morgan
Its: Executive Vice President
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
AYI ACQUISITION CORPORATION
________________________
AYI Acquisition Corporation, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:
FIRST: That by unanimous written consent pursuant to Section 141(f) of
the General Corporation Law of the State of Delaware, the Board of Directors of
the Corporation adopted resolutions proposing and declaring advisable the
following amendment to the Corporation's Certificate of Incorporation:
That Article First of the Corporation's Certificate of Incorporation
be amended to read in its entirety as follows:
"FIRST: The name of the corporation is ADAM YOUNG INC."
SECOND: That by written consent pursuant to Section 228(a) of the
General Corporation Law of the State of Delaware, the aforesaid amendment was
duly adopted by the sole stockholder of the Corporation.
THIRD: That, accordingly, the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by James A. Morgan, its Executive Vice President, this 6th day of May,
1998.
AYI ACQUISITION CORPORATION
By: /s/ James A. Morgan
---------------------------
James A. Morgan
Executive Vice President