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EXHIBIT 3.17
RESTATED CERTIFICATE OF INCORPORATION
OF
RBS GLOBAL, INC.
RBS Global, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), hereby certifies as follows:
1. The name of the Corporation is RBS Global, Inc.
2. The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of Delaware on November 4, 2002.
3. The Corporation has not received any payment for any of its capital
stock.
4. This Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Sections 141(f), 241 and 245 of the
General Corporation Law of the State of Delaware by unanimous written
consent of the Corporation's directors. This Restated Certificate of
Incorporation restates, integrates, amends and supersedes the provisions of
the Certificate of Incorporation of this Corporation.
5. The text of the Certificate of Incorporation as heretofore amended
is hereby restated and further amended to read in its entirety as follows:
FIRST: The name of the Corporation is RBS Global, Inc.
SECOND. The name and address of the Corporation's registered agent in
the State of Delaware is The Corporation Trust Company, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.
THIRD: 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 ( the "DGCL").
FOURTH: The aggregate number of all classes of shares which the
Corporation shall have the authority to issue is five million (5,000,000)
shares of common stock, par value of $0.01 per share ( the "COMMON STOCK").
The rights, preferences, privileges and restrictions granted to or imposed
upon the Common Stock are set forth in the FIFTH article hereof.
FIFTH: The rights, preferences, privileges and restrictions granted
or imposed upon the Common Stock are as follows:
(a) DIVIDENDS. The holders of the Common Stock shall be
entitled to the payment of dividends when and as declared by the Board of
Directors of the Corporation out of funds legally available therefore and
to receive other distributions from the Corporation, including
distributions of contributed capital, when and as declared by the Board of
Directors. Any dividends declared by the Board of Directors to the holders
of the then outstanding
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 06:00 PM 11/19/2002
020713779 - 3587253
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Common Stock shall be paid to the holders thereof pro rata in accordance
with the number of shares of Common Stock held by each such holder as of
the record date of such dividend.
(b) LIQUIDATION DISSOLUTION OR WINDING UP. Subject to the
rights of any holders of any class of preferred stock which may from
time-to-time come into existence and which are then outstanding, in the
event of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, the funds and assets of the Corporation
that may be legally distributed to the Corporation's stockholders shall be
distributed among the holders of the then outstanding Common Stock pro
rata, in accordance with the number of shares of Common Stock held by each
such holder.
(c) VOTING. Each holder of Common Stock shall have full voting
rights and powers equal to the voting rights and powers of each other
holder of Common Stock and shall be entitled to one (1) vote for each share
of Common Stock held by such holder. Each holder of Common Stock shall be
entitled to notice of any stockholders' meeting in accordance with the
bylaws of the Corporation (as in effect at the time in question) and
applicable law, on all matters put to a vote of the stockholders of the
Corporation.
SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or
repeal by the Bylaws of the Corporation.
SEVENTH: A director shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duties as
a director, provided that the liability of a director (i) for any breach of
the director's 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 Title 8 of the
DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit shall not be eliminated or limited hereby. Any
repeal or modification of this Article SEVENTH by the stockholders of the
Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or
modification with respect to acts or omissions occurring prior to such
repeal or modification.
EIGHTH: Election of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by the DGCL. All
rights conferred upon stockholders herein are granted subject to this
reservation.
TENTH: To the fullest extent permitted by applicable law, the
Corporation is authorized to provide indemnification of (and advancement of
expenses to) agents of the Corporation (and any other persons to which the
DGCL permits the Corporation to provide indemnification) through bylaw
provisions, agreements with such agents or other persons, vote of
stockholders or disinterested directors or otherwise, in excess of the
indemnification and advancement otherwise permitted by Section 145 of the
DGCL, subject only to limits created by the DGCL and
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applicable decisional law, with respect to actions for breach of duty to
the Corporation, its stockholders, and others.
Any amendment, repeal or modification of the foregoing provisions of
this Article TENTH shall not adversely affect any right or protection of a
director, officer, agent, of other person existing at the time of, or
increase the liability of any director of the Corporation with respect to
any acts or omissions of such director, officer or agent occurring prior
to, such amendment, repeal or modification.
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IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be signed by its Vice President, Secretary
and Treasurer this 19th day of November, 2002.
By: /s/ Praveen Jeyarajah
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Name: Praveen Jeyarajah
Title: Vice President, Secretary and Treasurer