EXHIBIT 3.25
STATE OF DELAWARE
PAGE 1
OFFICE OF THE SECRETARY OF STATE
I, HARRIET SMITH WINDSOR, 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 "BLUE CHIP MERGER SUBSIDIARY, INC.", FILED IN THIS OFFICE ON
THE SEVENTH DAY OF FEBRUARY, A. D. 2001, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL] /s/ Harriet Smith Windsor
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Harriet Smith Windsor, Secretary of State
3353826 8100 AUTHENTICATION: 0960597
010062636 DATE: 02-07-01
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 02/07/2001
010062636 - 3353826
CERTIFICATE OF INCORPORATION
OF
BLUE CHIP MERGER SUBSIDIARY, INC.
The undersigned natural person of the age of eighteen years or more for
the purpose of organizing a corporation for conducting the business and
promoting the purposes hereinafter stated, under the provisions and subject to
the requirements of the laws of the State of Delaware (particularly Chapter 1,
Title 8 of the Delaware Code and the acts amendatory thereof and supplemental
thereto, and known, identified, and referred to as the "General Corporation Law
of the State of Delaware"), hereby certifies that:
ARTICLE FIRST:
The name of the corporation is Blue Chip Merger Subsidiary, Inc.
(hereinafter the "Corporation").
ARTICLE SECOND:
The address of the Corporation's registered office in the State of
Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808,
County of New Castle. The name of the registered agent at such address is the
Corporation Service Company.
ARTICLE 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 the State of Delaware.
ARTICLE FOURTH:
The total number of shares of stock which the Corporation has the
authority to issue is one thousand (1,000) shares of Common Stock, with a par
value of $0.01 per share.
ARTICLE FIFTH:
The name and address of the sole incorporator is as follows:
NAME: ADDRESS:
Donna McClurkin-Fletcher c/o Kirkland & Ellis
655 Fifteenth Street, NW
Washington, DC 20005
ARTICLE SIXTH:
The Corporation is to have perpetual existence.
ARTICLE SEVENTH:
In furtherance and not in limitation of the powers conferred by statute,
the board of directors of the Corporation is expressly authorized to make, alter
or repeal the By-Laws of the Corporation.
ARTICLE EIGHTH:
Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws of the Corporation may provide. The books of the
Corporation my be kept 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. Election of directors need not be by written ballot unless
the By-Laws of the Corporation so provide.
ARTICLE NINTH:
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for a breach of fiduciary duty as director. Any repeal or
modification of this ARTICLE NINTH shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLE TENTH:
The Corporation expressly elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.
ARTICLE ELEVENTH:
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 herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
2
I, the undersigned, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation in pursuance of 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 7th day of February, 2001.
/s/ Donna McClurkin-Fletcher
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Donna McClurkin-Fletcher, Sole Incorporator