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Exhibit 3.2
05729-0106 Approved
ARTICLES OF INCORPORATION By LO
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OF Date 1-29-97
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SIGNATURE BRANDS, INC. Amount $85
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* * * * * 97012918801
The undersigned, a citizen of the United States, desiring to form a
corporation, FOR PROFIT, does hereby CERTIFY:
ARTICLE I
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The name of the corporation is Signature Brands, Inc.
ARTICLE II
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The principal office of the corporation shall be located in Cleveland,
Cuyahoga County, Ohio.
ARTICLE III
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The purpose or purposes for which, or for any of which, it is formed are to
enter into, promote or conduct any kind of business, contract or undertaking
permitted to corporations for profit organized under the General Corporation
Laws of the State of Ohio, to engage in any lawful act or activity for which
corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the
Revised Code of Ohio, and, in connection therewith, to exercise all express and
incidental powers normally permitted such corporations.
ARTICLE IV
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The authorized number of shares of capital stock of the corporation shall
consist of Eight Hundred Fifty (850) shares, all of which shall be common
shares, without par value.
ARTICLE V
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The corporation may purchase, from time to time, and to the extent
permitted by the laws of Ohio, shares of any class of stock issued by it. Such
purchases may be made either in the open market or at private or public sale,
and in such manner and amounts, from such holder or
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05729-0107
holders of outstanding shares of the corporation and at such prices as the Board
of Directors of the corporation shall from time to time determine, and the Board
of Directors is hereby empowered to authorize such purchases from time to time
without any vote of the holders of any class of shares now or hereafter
authorized and outstanding at the time of any such purchase.
ARTICLE VI
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Notwithstanding any provision of the laws of the State of Ohio now or
hereafter in force requiring, for any purpose, the vote of the holders of
greater than a majority but less than all of the voting power of the corporation
or of any class or classes of shares thereof, such action (unless otherwise
expressly prohibited by statute) may be taken by vote of the holders of shares
entitling them to exercise a majority of the voting power of the corporation or
of such class or classes.
ARTICLE VII
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The preemptive right to purchase additional shares or any other securities
of the corporation is expressly denied to all shareholders of all classes.
ARTICLE VIII
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Section 1701.831 of the Revised Code of Ohio shall not apply to any control
share acquisition (as defined in Section 1701.01(Z)(1) of the Revised Code of
Ohio, as the same may be amended from time to time, or in any successor thereto,
however denominated) of shares of any class of capital stock of the corporation.
ARTICLE IX
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Chapter 1704 of the Revised Code of Ohio shall not apply to the corporation
or to any transaction between the corporation and any holder of shares of any
class of capital stock of the corporation.
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05729-0108
IN WITNESS WHEREOF, I have subscribed my name to these Articles of
Incorporation on January 28, 1997.
/s/ Gregory J. Dziak
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Gregory J. Dziak
(Sole Incorporator)