Exhibit 3.3
Delaware
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON
FILE OF "RBC HOLDING, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTY-SEVENTH DAY OF
DECEMBER, A.D. 2001, AT 4:30 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.
/s/ Harriet Smith Windsor
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Harriet Smith Windsor, Secretary of State
CERTIFICATE OF INCORPORATION
OF
RBC HOLDING, INC.
First: The name of the Corporation is RBC Holding, Inc.
Second: The Corporation's registered office in the State of Delaware is
at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
Third: The nature of the business of the Corporation and its purpose is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
Fourth: The total number of shares of stock which the Corporation shall
have the authority to issue is 1,000 shares of Common Stock, par value $.01 per
share.
Fifth: The name and mailing address of the incorporator is as follows:
Sung Su Pak
c/o Debevoise & Plimpton
919 Third Avenue
New York, New York 10022
Sixth: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for the
purpose of creating, defining, limiting and regulating the powers of the
Corporation and its directors and stockholders:
(a) The number of directors of the Corporation shall be fixed
and may be altered from time to time in the manner provided in the
By-Laws, and vacancies in the Board of Directors and newly created
directorships resulting from any increase in the authorized number of
directors may be filled, and directors may be removed, as provided in
the By-Laws.
(b) The election of directors may be conducted in any manner
approved by the stockholders at the time when the election is held and
need not be by written ballot.
(c) All corporate powers and authority of the Corporation
(except as at the time otherwise provided by law, by this Certificate
of Incorporation or by the By-Laws) shall be vested in and exercised by
the Board of Directors.
(d) The Board of Directors shall have the power without the
assent or vote of the stockholders to adopt, amend, alter or repeal the
By-Laws of the Corporation, except to the extent that the By-Laws or
this Certificate of Incorporation otherwise provide.
(e) No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of his
or her fiduciary duty as a director, provided that nothing contained in
this Article shall eliminate or limit the liability of a director (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 the law, (iii)
under Section 174 of the General Corporation Law of the State of
Delaware or (iv) for any transaction from which the director derived an
improper personal benefit.
Seventh: The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by the laws of the State of Delaware, and all rights herein
conferred upon stockholders or directors are granted subject to this
reservation.
IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make and file this
Certificate, hereby declaring and certifying that the facts herein stated are
true, and accordingly have hereunto set my hand this 27th day of December, 2001.
/s/ Sung S. Pak
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Sung Su Pak, Incorporator