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EXHIBIT 3.135
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 07/20/1998
981281456 - 2922139
CERTIFICATE OF INCORPORATION
OF
TID ACQUISITION CORP.
- A Delaware Corporation -
FIRST: NAME. The name of the corporation is TID Acquisition Corp.
(hereinafter referred to as the "Corporation").
SECOND: REGISTERED OFFICE AND REGISTERED AGENT. The address of the
registered office of the Corporation in the State of Delaware is c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: PURPOSE. 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 Delaware. The Corporation shall possess and may exercise all
the powers and privileges granted by the General Corporation Law of the State of
Delaware or by any other law or this Certificate of Incorporation, together with
any powers incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the business
or purposes of the Corporation set forth in the preceding sentence hereof.
FOURTH: CAPITAL STOCK. The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of common stock, par
value $0.01 per share.
FIFTH: INCORPORATOR. The name and mailing address of the sole incorporator
of the Corporation are Sandra J. Mitchell, c/o Richards & O'Neil, LLP, 885 Third
Avenue, New York, New York 10022-4873.
SIXTH: MANAGEMENT OF THE AFFAIRS OF THE CORPORATION. The following
provisions relate to the management of the business and the conduct of the
affairs of the Corporation and are inserted for the purpose of creating,
defining, limiting and regulating the powers of the Corporation and its
directors and stockholders:
(1) The election of directors may be conducted in any manner provided
in the By-laws of the Corporation, and need not be by written ballot.
(2) The Board of Directors shall have the power to make, adopt, alter,
amend or repeal the By-laws of the Corporation.
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SEVENTH: REORGANIZATION. Whenever a compromise or arrangement is proposed
between the Corporation and its creditors or any class of them and/or between
the 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 the Corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for the Corporation under
the provisions of ss.291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of ss.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 the 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 the Corporation, as the case may be,
agrees to any compromise or arrangement and to any reorganization of the
Corporation as 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 the Corporation, as the case may be, and also on the
Corporation.
EIGHTH: LIABILITY OF DIRECTORS. No director of the Corporation shall be
liable to the Corporation or its stockholders for monetary damages for breach of
his 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 General Corporation Law
of the State of Delaware or (iv) for any transaction from which the director
derived an improper personal benefit. If the General Corporation Law of the
State of Delaware is amended after the date hereof to authorize corporate action
further eliminating or limiting the liability of directors, then the liability
of each director of the Corporation shall automatically be eliminated or limited
to the fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended. Any repeal or modification of the provisions of this
Article EIGHTH shall not adversely affect any right or protection of a director
of the Corporation existing pursuant to this Article EIGHTH at the tune of such
repeal or modification.
THE UNDERSIGNED, being the sole incorporator of the Corporation, for the
purpose of forming a corporation under the laws of the State of Delaware, does
hereby sign this Certificate of Incorporation this 20th day of July, 1998.
INCORPORATOR
/s/ Sandra J. Mitchell
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Sandra J. Mitchell