EXHIBIT 3.10
CERTIFICATE OF INCORPORATION
OF
EUROFOIL INC. (USA)
Under Section 402 of the Business Corporation Law
The undersigned, being a natural person of at least 18 years of age
and acting as the incorporator of the corporation hereby being formed under the
Business Corporation Law, certifies that.
FIRST: The name of the corporation is EUROFOIL INC. (USA)
SECOND: The corporation is formed for the following purpose or
purposes:
To engage in any lawful act or activity for which corporations may
be organized under the Business Corporation Law, provided that the
corporation is not formed to engage in any act or activity requiring the
consent or approval of any state official, department, board, agency, or
other body without such consent or approval first being obtained.
THIRD: The office of the corporation is to be located in the County
of Nassau, State of New York.
FOURTH: The aggregate number of shares which the corporation shall
have authority to issue is two hundred, all of which are of a par value of one
cent each, and all of which are of the same class.
FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address within the State of New York to which the Secretary of State
shall mail a copy of any process against the corporation served upon him is: c/o
Tashlik, Kreutzer & Goldwyn P.C., Att: Martin M. Goldwyn, 833 Northern
Boulevard, Great Neck, New York 11021.
SIXTH: The duration of the corporation is to be perpetual.
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SEVENTH: No holder of any of the shares of any class of the
corporation shall be entitled as of right to subscribe for, purchase, or
otherwise acquire any shares of any class of the corporation which the
corporation proposes to issue or any rights or options which the corporation
proposes to grant for the purchase of shares of any class of the corporation or
for the purchase of any shares, bonds, securities, or obligations of the
corporation which are convertible into or exchangeable for, or which carry any
rights, to subscribe for, purchase, or otherwise acquire shares of any class of
the corporation; and any and all of such shares, bonds, securities, or
obligations of the corporation, whether now or hereafter authorized or created,
may be issued, or may be reissued or transferred if the same have been
reacquired and have treasury status, and any and all of such rights and options
may be granted by the Board of Directors to such persons, firms, corporations,
and associations, and for such lawful consideration, and on such terms, as the
Board of Directors in its discretion may determine, without first offering the
same, or any thereof, to any said holder. Without limiting the generality of the
foregoing stated denial of any and all preemptive rights, no holder of shares of
any class of the corporation shall have any preemptive rights in respect of the
matters, proceedings, or transactions specified in subparagraphs (1) to (6),
inclusive, of paragraph (e) of Section 622 of the Business Corporation Law.
EIGHTH: The corporation shall, to the fullest extent permitted by
Article 7 of the Business Corporation Law, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Article from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Article, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which any person may be entitled under any By-Law, resolution of
shareholders, resolution of directors, agreement, or otherwise, as permitted by
said Article, as to action in any capacity in which he served at the request of
the corporation.
NINTH: The personal liability of the directors of the corporation is
eliminated to the fullest extent permitted by the provisions of paragraph (b) of
Section 402 of the Business Corporation Law, as the same may be amended and
supplemented.
Signed on June 1, 1994.
/s/ Athena Amaxas
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Athena Amaxas, Incorporator
15 Columbus Circle
New York, New York 10023-7773
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STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the date hereinafter set forth, before me came Athena Amaxas, to
me known to be the individual who is described in, and who signed the foregoing
certificate of incorporation, and she acknowledged to me that she signed the
same.
Signed on June 1, 1994.
/s/ Merryl Wiener
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Notary Public
MERRYL WIENER
Notary Public State of New York
No. 41-4766750
Qualified in Queens County
Certificate Filed in New York County
Commission Expires July 31, 1994
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