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EXHIBIT 3.14
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/24/1993
713175010 - 2341492
CERTIFICATE OF INCORPORATION
OF
LILY-CANADA HOLDING CORPORATION
FIRST: The name of the corporation (hereinafter referred to as the
"Corporation") is Lily-Canada Holding Corporation.
SECOND: The address of its registered office in the state of Delaware
is 1013 Centre Road, Wilmington, Delaware 19805, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is:
Corporation Service Company.
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.
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is One Hundred (100), all of which shares shall be
Common Stock, par value $.01 per share.
FIFTH: The name and mailing address of the incorporator is as follows:
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NAME ADDRESS
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Susan P. Potter c/o Kirkland & Ellis
655 Fifteenth Street, N.W.
Suite 1200
Washington, D.C. 20005
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SIXTH: The Corporation is to have perpetual existence.
SEVENTH: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is hereby authorized to adopt, amend or
repeal the bylaws of the Corporation.
EIGHTH: Meetings of stockholders may be held within or without the
State of Delaware, as the bylaws may provide. The books of the Corporation may
be kept outside the State of Delaware at such place or places as may be
designated from time to
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time by the Board of Directors or in the bylaws of the Corporation. Elections of
directors need not be by written ballot unless the bylaws of the Corporation so
provide.
NINTH: 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 that
Delaware Code, order a meeting of the creditors or any class of creditors,
and/or 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 the 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.
TENTH: To the fullest extent permitted by the General Corporation Law
of the State of Delaware (including, without limitation, Section 102 (b)(7)), as
amended from time to time, no director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Any repeal or amendment of this ARTICLE TENTH or adoption of
any provision of the Certificate of Incorporation inconsistent with this ARTICLE
TENTH shall have prospective effect only and shall not adversely affect the
liability of a director of the Corporation with respect to any act or omission
occurring at or before the time of such repeal, amendment or adoption of an
inconsistent provision.
ELEVENTH: The Corporation shall, to the fullest extent permitted by
the General Corporation Law of the State of Delaware (including, without
limitation, Section 145 thereof), as amended from time to time, indemnify any
promoter or director whom it shall have power to indemnify from and against any
and all of the expenses, liabilities or other losses of any nature. The
indemnification provided in this ARTICLE ELEVENTH shall not be deemed exclusive
of any other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be promoter or director and shall inure to the benefit of the heirs, executors
and administrators of such a person.
TWELFTH: The Corporation elects not to be governed by Section 203 of
the General Corporation Law of the State of Delaware.
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THIRTEENTH: The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
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I, THE UNDERSIGNED, being the incorporator hereinafter 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 this is my act and deed and the facts stated herein are true, and
accordingly, have hereunto set my hand on this 24th day of June, 1993.
/s/ Susan P. Potter
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Susan P. Potter, Sole Incorporator
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/03/1994
944033043 - 2341492
Certificate of Change and Substitution of Registered Agent
of
LILY-CANADA HOLDING CORPORATION
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
Lily-Canada Holding Corporation
2. The corporation is incorporated under the laws of
Delaware
3. The name and the address of the registered agent and registered office
of the corporation within the State of Delaware are hereby changed to:
The Prentice Hall Corporation System, Inc.
32 Loockerman Square
Suite L-100
Dover, Delaware 19901
Kent County
4. All previous appointments of a registered agent of the corporation
within the State of Delaware are hereby revoked.
Signed on March 1, 1994.
/s/ Roger A. Cregg
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Vice-President
Attest:
/s/ Daniel M. Carson
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Secretary