Exhibit 3.97
CERTIFICATE OF INCORPORATION
OF
WESCAM AIR OPS INC.
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FIRST: The name of the Corporation is Wescam Air Ops Inc.
SECOND: The address of the registered office of the corporation in the
State of Delaware shall be located at 103 Springer Building, 3411 Silverside
Road, Wilmington, DE 19810, New Castle County, and the name of its registered
agent at such address is Organization Services, Inc.
THIRD: The purposes of the Corporation are 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 of all classes of stock which the
Corporation shall have authority to issue in One Thousand (1,000) shares of
Common Stock with a $1.00 par value per share:
FIFTH: The name and mailing address of the sole incorporator is as
follows:
Name Address
---- -------
Stuart M. Berkson 227 West Monroe Street
Chicago, IL 60606-5096
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: At all elections of directors of the Corporation, or at
elections held under any circumstances, each stockholder entitled to vote on the
election of directors shall designate a person to be elected as a director. Each
designated director shall only be elected to the Board of Directors by a
unanimous vote of the shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors. For all elections of
directors by written consent, the designated directors shall be elected by a
unanimous act of the stockholders entitled to vote on the election of directors.
EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the By-Laws of the Corporation.
NINTH: Meetings of stockholders may be held within or without the State
of Delaware as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provisions contained in the statutes) 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. Elections of directors
need not be by written ballot unless the By-Laws of the Corporation shall so
provide.
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TENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or thereinafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
ELEVENTH: A director of the corporation shall not be personally liable
to the corporation or 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) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper personal benefit.
TWELFTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
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 this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this 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 this 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 this 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 this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this 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 this corporation as the case may be,
and also on this corporation.
If the Delaware General Corporation Law hereafter is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of directors shall be eliminated or limited to the full
extent authorized by the General Corporation Law of the State of Delaware, as so
amended.
Any repeal or modification of this Article shall not adversely affect
any right or protection of a director of the corporation existing at the time of
such repeal or modification.
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I, THE UNDERSIGNED, being the sole incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that the facts stated are true, and accordingly have
hereunto set my hand and seal this 20th day of March 2001.
/s/ Stuart M. Berkson
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Stuart M. Berkson,
Sole Incorporator on behalf of
Wescam Air Ops Inc.