CERTIFICATE OF MERGER
OF
MERCER PRODUCTS COMPANY, INC.
WITH AND INTO
E-M ACQUISITION CORP.
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Pursuant to Section 14A:10-5.1 of the
New Jersey Business Corporation Act
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E-M Acquisition Corp., a corporation organized and existing under the
Laws of the State of New Jersey (the "Corporation"), DOES HEREBY CERTIFY THAT:
FIRST: The Corporation is a corporation organized and existing under
the laws of the State of New Jersey.
SECOND: Mercer Products Company, Inc. (the "Subsidiary") is a
corporation organized and existing under the laws of the State of New Jersey.
THIRD: Annexed hereto and made a part hereof is the Plan of Merger
for merging the Subsidiary with and into the Corporation as approved by the
directors and the shareholders entitled to vote of the Corporation.
FOURTH: The number of shares of the Corporation that were entitled to
vote at the time of the approval of the Plan of Merger by its shareholders is
ten (10), all of which are of one class. The holder of all outstanding shares
entitled to vote thereon of the Corporation approved the Plan of Merger by
Written Consent In Lieu of Meeting, dated November 30, 1990, and the number of
shares represented by such Consent is ten (10).
FIFTH: The Corporation owns 9,906 shares of Common Stock, without par
value, of the Subsidiary which constitute all of the issued and outstanding
shares of the Subsidiary, and there is no other class of stock of the
Subsidiary.
SIXTH: The Corporation will continue its existence as the surviving
corporation under the name Mercer Products Company, Inc. pursuant to the
provisions of the New Jersey Business Corporation Act.
SEVENTH: The effective date of the merger herein provided for shall
be the close of business on December 31, 1990.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Merger to be executed by its duly authorized officer on the 21st day of
December, 1990.
E-M ACQUISITION CORP.
By: /s/ DAVID S. WINTERBOTTOM
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David S. Winterbottom
President
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CERTIFICATE OF INCORPORATION
OF
E-M ACQUISITION CORP.
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The undersigned, of the age of eighteen years or over, for the purpose
of forming a corporation pursuant to the provisions of the New Jersey Business
Corporation Act, does hereby execute the following Certificate of Incorporation:
FIRST: The name of the Corporation is:
E-M Acquisition Corp.
SECOND: The purpose for which the Corporation is formed is to engage
in any activity within the purposes for which corporations may be organized
under the New Jersey Business Corporation Act.
THIRD: The aggregate number of shares which the Corporation shall
have authority to issue is one thousand (1,000) of the par value of ten cents
(10 CENTS) per share.
FOURTH: The address of the Corporation's initial registered office is
c/o The Prentice-Hall Corporation System, New Jersey, Inc., 150 West State
Street, Trenton, New Jersey 08608; and the name of the Corporation's initial
registered agent at such address is The Prentice-Hall Corporation System, New
Jersey, Inc.
FIFTH: The number of directors constituting the initial board of
directors shall be two; and the names and addresses of the directors are as
follows:
Names Addresses
----- ---------
David S. Winterbottom Common Road
Stafford ST16 3EH, England
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Anthony J. Wein Common Road
Stafford ST16 3EH, England
SIXTH: The name and address of the incorporator is as follows:
Names Addresses
----- ---------
John Cleary 30 Rockefeller Plaza
New York, NY 10112
SEVENTH: The Board of Directors is authorized to make, alter and
repeal the By-Laws of the Corporation, provided that any By-Laws made by the
Board of Directors may be altered or repealed, and new By-Laws made, by the
shareholders.
EIGHTH: Except to the extent prohibited by law, no director or
officer of the Corporation shall be personally liable to the Corporation or its
shareholders for damages for breach of any duty owed to the Corporation or its
shareholders, provided that a director or officer shall not be relieved from
liability for any breach of duty based upon an act or omission (a) in breach of
such person's duty of loyalty to the Corporation or its shareholders, (b) not in
good faith or involving a knowing violation of law or (c) resulting in receipt
by such person of an improper personal benefit. Neither the amendment or repeal
of this Article Eighth, nor the adoption of any provision of this Certificate of
Incorporation inconsistent with this Article Eighth, shall eliminate or reduce
the effect of this Article Eighth in respect of any matter which occurred or any
cause of action, suit or claim which but for this Article Eighth would have
accrued or arisen, prior to such amendment, repeal or adoption.
IN WITNESS WHEREOF, I, the incorporator of the above named
corporation, have hereunto signed this Certificate of Incorporation on the
2nd day of July, 1990.
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/s/ JOHN CLEARY
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John Cleary
Sole Incorporator
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PLAN OF MERGER
OF
MERCER PRODUCTS COMPANY, INC.
WITH AND INTO
E-M ACQUISITION CORP.
PLAN OF MERGER approved on November 30, 1990 by E-M Acquisition Corp. (the
"Corporation"), a New Jersey corporation, and by its Board of Directors on said
date.
1. Mercer Products Company, Inc., a New Jersey corporation and wholly
owned subsidiary of the Corporation (the "Subsidiary"), shall, pursuant to the
provisions of the New Jersey Business Corporation Act, be merged with and into
the Corporation (the "Surviving Corporation"), which shall be the surviving
corporation upon the effective date of the merger, and which shall continue to
exist as the surviving corporation under the name Mercer Products Company, Inc.
pursuant to the provisions of the New Jersey Business Corporation Act. The
separate existence of the Subsidiary shall cease upon said effective date in
accordance with the provisions of said New Jersey Business Corporation Act.
2. The Certificate of Incorporation of the Surviving Corporation upon the
effective date of the merger shall be the Certificate of Incorporation of said
Surviving Corporation except that Article FIRST thereof, relating to the name of
the corporation, is hereby amended so as to read as follows upon the affective
date of the merger:
"FIRST: The name of the Corporation is:
Mercer Products Company, Inc.";
and said Certificate of Incorporation as herein amended shall continue in
full force and effect until further amended in the manner prescribed by the
provisions of the New Jersey Business Corporation Act.
3. The By-Laws of the Surviving Corporation upon the effective date of
the merger shall be the By-Laws of said Surviving Corporation and shall continue
in full force and effect until changed, altered, or amended as therein provided
and in the manner prescribed by the provisions of the New Jersey Business
Corporation Act.
4. The directors and officers in office of the Subsidiary upon the
effective date of the merger shall be the members of the Board of Directors and
the officers of the Surviving Corporation, all of whom shall hold their
directorships and offices until the election and qualification of their
respective successors or until their tenure is otherwise terminated in
accordance with the By-Laws of the Surviving Corporation.
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5. Each issued share of the Subsidiary shall, upon the effective date of
the merger, be cancelled.
6. All of the issued and outstanding shares of the Surviving Corporation
shall remain unchanged in the hands of the holders thereof.
7. The Plan of Merger herein made and approved shall be submitted to the
sole shareholder of the Corporation for its approval or rejection, in the manner
prescribed by the provisions of the New Jersey Business Corporation Act.
8. The effective date of the merger herein provided for shall be the
close of business on December 31, 1990.
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