1
EXHIBIT 3.7
CERTIFICATE OF INCORPORATION
OF
ORBCOMM GLOBAL CAPITAL CORP.
1. The name of the corporation is ORBCOMM Global Capital Corp. (the
"Corporation").
2. The address of the registered office of the Corporation in the State
of Delaware is 1013 Centre Road, County of New Castle, Wilmington,
Delaware 19805. The name of its registered agent at such address is
Corporation Service Company.
3. 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 the State of Delaware.
4. The total number of shares of stock that the Corporation shall have
authority to issue is one thousand (1,000) shares of Common Stock, par
value $.01 per share. Each share of Common Stock shall be entitled to
one (1) vote.
5. The election of directors need not be by ballot except and to the
extent provided in the By-Laws of the Corporation.
6. In furtherance and not in limitation of the power conferred upon the
Board of Directors by law, the Board of Directors shall have power to
make, adopt, alter, amend and repeal, from time to time, By-Laws of
the Corporation, subject to the right of the stockholders entitled to
vote with respect thereto to alter and repeal By-Laws made by the
Board of Directors.
7. To the full extent permitted by the General Corporation Law of the
State of Delaware or any other applicable laws presently or hereafter
in effect, no director of the Corporation shall be personally liable
to the Corporation or its stockholders for or with respect to any acts
or omissions in the performance of his or her duties as a director of
the Corporation. No amendment or repeal of this paragraph 7 shall
apply to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or
repeal.
8. The Corporation shall, to the maximum extent permitted from time to
time under the law of the State of Delaware, indemnify and, upon
request, advance expenses to any person who is or was a party or is
threatened to be made a party to any threatened, pending or completed
action, suit, proceeding or claim, whether civil, criminal,
administrative or investigative, by reason of the fact that such
person is or was or has agreed to be a director or officer of the
Corporation or while a director or officer is or was serving at the
request of the Corporation as a director, officer, partner, trustee,
employee or agent of any corporation, partnership, joint venture,
trust or other enterprise, including service with respect to employee
2
benefit plans, against expenses (including attorneys' fees and
expenses), judgments, fines, penalties and amounts paid in settlement
incurred in connection with the investigation, preparation to defend
or defense of such action, suit, proceeding or claim; provided,
however, that the foregoing shall not require the Corporation to
indemnify or advance expenses to any person in connection with any
action, suit, proceeding, claim or counterclaim initiated by or on
behalf of such person. Such indemnification shall not be exclusive of
other indemnification rights arising under any By-Law, agreement, vote
of directors or stockholders or otherwise and shall inure to the
benefit of the heirs and legal representatives of such person. Any
person seeking indemnification under this paragraph 8 shall be deemed
to have met the standard of conduct required for such indemnification
unless the contrary shall be established. Any repeal or modification
of the foregoing provision of this paragraph 8 shall not adversely
affect any right or protection of a director or officer of the
Corporation with respect to any acts or omissions of such director or
officer occurring prior to such repeal or modification.
9. The name and mailing address of the sole incorporator is: Randy G.
Legg, Latham & Watkins, 1001 Pennsylvania Avenue, N.W., Suite 1300,
Washington D.C. 20004.
10. The books of the Corporation may (subject to any statutory
requirements) be kept outside the State of Delaware as may be
designated by the Board of Directors or in the By-Laws of the
Corporation.
11. The names and mailing addresses of the persons who are to serve as
directors of the Corporation until the first annual meeting of
stockholders or until their successors are elected and qualified are
as follows:
Alan L. Parker
21700 Atlantic Boulevard
Dulles, Virginia 20166
W. Bartlett Snell
21700 Atlantic Boulevard
Dulles, Virginia 20166
THE UNDERSIGNED, the sole incorporator named above, hereby certifies
that the facts stated above are true as of this 11th day of July, 1996.
--------------------------
Randy G. Legg
Sole Incorporator