Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
TRANSDIGM HOLDING COMPANY
TransDigm Holding Company, a corporation organized under the laws of
the State of Delaware (the "Corporation"), hereby certifies as follows:
1. The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on September 23,
1993.
2. The Corporation has not received any payment for any of its
stock.
3. This Restated Certificate of Incorporation was duly adopted by
the Board of Directors of the Corporation in accordance with the provisions of
Sections 241 and 245 of the General Corporation Law of the State of Delaware.
4. The original Certificate of Incorporation is hereby amended and
restated in its entirety to read as follows:
FIRST: The name of the Corporation is TransDigm Holding Company.
SECOND: The Corporation's registered office in the State of Delaware
is at Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.
THIRD: The nature of the business of the Corporation and its purpose
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 10,000,000 shares, consisting of
9,000,000 shares of Common Stock, par value $.01 per share (the "Common
Stock"), and 1,000,000 shares of Class A Common Stock, par value $.01 per
share (the "Class A Common Stock").
Except as otherwise provided by this Article or as otherwise
required by law, shares of Common Stock and Class A Common Stock shall be
identical and shall entitle the holders thereof to the same rights and
privileges, subject to the same qualifications, limitations and
restrictions.
1. Voting Rights. Except as otherwise required by applicable
law, the holders of Common Stock will be entitled to one vote per
share on all matters
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to be voted on by the Corporation's stockholders, and the holders of
Class A Common Stock will have no voting rights.
2. Dividends. When and as dividends are declared thereon,
whether payable in cash, property or securities of the Corporation,
the holders of Common Stock and the holders of Class A Common Stock
will be entitled to share equally, share for share, in such
dividends, provided, however, that if dividends are declared which
are payable in shares of Common Stock or Class A Common Stock,
dividends will be declared which are payable at the same rate on
each class of stock, and the dividends payable in shares of Common
Stock will be payable only to holders of Common Stock, and the
dividends payable in shares of Class A Common Stock will be payable
only to holders of Class A Common Stock.
3. Conversion and Exchange. (a) Upon the occurrence of any
Conversion Event, each record holder of Class A Common Stock shall
be entitled to convert into the same number of shares of Common
Stock any or all of the shares of such holder's Class A Common Stock
being sold, distributed or otherwise disposed of or converted in
connection with the occurrence of such Conversion Event. For
purposes of this Section 3, (i) a "Conversion Event" shall mean any
transfer of shares of Class A Common Stock to any person or persons
who are not affiliates of the transferor, including, without
limitation, pursuant to any public offering or public sale of
securities of the Corporation (including a public offering
registered under the Securities Act of 1933 and a public sale
pursuant to Rule 144 under the Securities Act or 1933 or any similar
rule then in force), (ii) a "person" shall mean any natural person
or any corporation, partnership, joint venture, trust,
unincorporated organization and any other entity or organization,
and (iii) an "affiliate", with respect to any person, shall mean
such person's spouse, parents, members of such person's family or
such person's lineal descendents and any other person that directly,
or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with such person. In
addition, all of the Corporation's Class A Common Stock shall be
automatically and mandatorily converted into the same number of
shares of Common Stock without any action on the part of any holder
upon notice to such effect by the Corporation to the record holders
of Class A Common Stock.
(b) Subject to Section 3(a), each conversion of shares of
Class A Common Stock into shares of Common Stock at the option of
the holder shall be effected by the surrender of the certificate or
certificates representing the shares to be converted at the
principal office of the Corporation at any time (including within a
reasonable time prior to the occurrence of any Conversion Event, if
necessary to effect the conversion of shares related thereto,
provided, however, that the holders of such shares will not be
entitled to vote on any matters to be voted on by the Corporation's
stockholders during such interim period, such certificates being
deemed to represent only shares of Class A Common Stock for such
purpose) during normal business hours, together with a written
notice by the
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holder of such Class A Common Stock stating that a Conversion Event
has occurred or is about to occur and that such holder desires to
convert the shares, or a stated number of the shares, of such Class
A Common Stock represented by such certificate or certificates into
shares of Common Stock (and including instructions for issuance of
the Common Stock to be issued upon such conversion). Each conversion
at the option of the holder shall be deemed to have been effected as
of the close of business on the later of (i) the date on which the
Conversion Event has occurred and (ii) the date on which such
certificate or certificates have been surrendered and such notice
has been received, and at such later time the rights of the holder
of the converted Class A Common Stock, as a holder of Class A Common
Stock, shall cease and the person or persons in whose name or names
the certificate or certificates for shares of Common Stock are to be
issued upon such conversion shall be deemed to have become the
holder or holders of record of the shares represented thereby.
Promptly after the Conversion Event has occurred and the surrender
of certificates and the receipt of written notice, the Corporation
shall issue and deliver in accordance with the surrendering holder's
instructions (x) the certificate or certificates for the shares of
Common Stock issuable upon such conversion and (y) a certificate
representing any shares of Class A Common Stock which were
represented by the certificate or certificates delivered to the
Corporation in connection with such conversion but which were not
converted. If any shares of Class A Common Stock are converted into
shares of Common Stock in connection with a conversion Event and
such shares of Common Stock are not actually sold, distributed or
otherwise disposed of so that a Conversion Event does not actually
occur, such shares of Common Stock shall be automatically converted
back into the same number of shares of Class A Common Stock.
Any mandatory conversion of shares of Class A Common Stock into
Common Stock shall be effected by the Corporation delivering to the
holders of such shares, to the last address appearing for such
holders on the books of the Corporation, written notice to the
effect that the Board of Directors has determined to mandatorily
convert the Class A Common Stock into Common Stock and upon and
after such notice all of the shares of Class A Common Stock so
converted shall be deemed to be no longer outstanding, any right to
receive dividends thereon shall cease and all rights and privileges
with respect to the Class A Common Stock so converted shall cease
except for the right of the holder thereof to receive any previously
declared but unpaid dividends on the Class A Common Stock, and the
certificates which theretofore had represented Class A Common Stock
shall for all purposes represent only Common Stock; provided,
however, no dividends on the Common Stock shall be paid to such
holder unless and until the certificates for the Class A Common
Stock have been surrendered to the Corporation, which shall upon
such surrender issue certificates for the Common Stock to such
holder and pay to such holder any dividends on the Common Stock
which have been declared as of a record date, and which otherwise
would have
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been paid, since the date the shares of Class A Common Stock were
deemed to be converted.
(c) The issuance of certificates upon conversion will be made
without charge to the holders of such shares for any issuance tax in
respect thereof or other cost incurred by the Corporation in
connection with such conversion, except that the holder of any such
shares shall be responsible for the payment of all applicable
transfer taxes if the shares of Common Stock are issued in the name
of a person or persons other than such holder.
(d) The Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock
solely for the purpose of issuance upon the conversion of the Class
A Common Stock, such number of shares of Common Stock issuable upon
the conversion of all outstanding Class A Common Stock. All shares
of Common Stock which are so issuable shall, when issued, be duly
and validly issued, fully paid and non-assessable and free from all
taxes, liens and charges. The Corporation shall take all such
actions as it deems necessary or appropriate to assure that all such
shares of Common Stock may be so issued without violation of any
applicable law or governmental regulation or any requirements of any
domestic securities exchange upon which shares of Common Stock may
be listed.
(e) Except as provided in the last sentence of the first
paragraph of section 3(b), shares of Class A Common Stock that are
converted into shares of Common Stock as provided herein shall be
retired and cancelled and shall not be reissued.
4. Stock Splits, etc. If the Corporation in any manner
subdivides (by stock split, stock dividend or otherwise) or combines
(by reverse stock split or otherwise) the outstanding shares of
either class of stock, the outstanding shares of the other class of
stock will be proportionately subdivided or combined, as the case
may be, and effective provision shall be made by the Board of
Directors of the Corporation (whose determination with respect
thereto will be final and binding) for the protection of all
conversion rights hereunder.
5. Merger or Consolidation. In any merger, consolidation or
business combination of the Corporation with or into another
corporation, whether or not the Corporation is the surviving
corporation, the consideration per share to be received by holders
of either Common Stock or Class A Common Stock in such merger,
consolidation or business combination shall be identical to that
received by holders of the other class of stock.
6. Liquidation. Upon any voluntary or involuntary liquidation,
dissolution or winding-up of the affairs of the Corporation, after
payment or provision for payment of the debts and other liabilities
of the Corporation, the remaining assets of the Corporation
available for distribution shall be divided
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among and paid ratably to the holders of Common Stock and Class A
Common Stock as a single class. For the purposes hereof, the
voluntary sale, conveyance, exchange or transfer (for cash, shares
of stock, securities or other consideration) of all or substantially
all the property or assets of the Corporation shall be deemed a
voluntary liquidation, dissolution or winding up of the Corporation,
but a consolidation or merger of the Corporation with one or more
other corporations shall not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary.
FIFTH: The following provisions are inserted for the management of
the business and for the conduct of the affairs of the Corporation and for
the purpose of creating, defining, limiting and regulating the powers of
the Corporation and its directors and stockholders:
(a) The number of directors of the Corporation shall be fixed
and may be altered from time to time in the manner provided in the
By-Laws, and vacancies in the Board of Directors and newly created
directorships resulting from any increase in the authorized number
of directors may be filled, and directors may be removed, as
provided in the By-Laws.
(b) The election of directors may be conducted in any manner
approved by the stockholders at the time when the election is held
and need not be by ballot.
(c) All corporate powers and authority of the Corporation
(except as at the time otherwise provided by law, by this
Certificate of Incorporation or by the By-Laws) shall be vested in
and exercised by the Board of Directors.
(d) The Board of Directors shall have the power without the
assent or vote of the stockholders to adopt, amend, alter or repeal
the By-Laws of the Corporation, except to the extent that the
By-Laws or this Certificate of Incorporation otherwise provide.
(e) No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of
his or her fiduciary duty as a director, provided that nothing
contained in this Article shall eliminate or limit the liability of
a director (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 the 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.
SIXTH: The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner now
or hereafter prescribed
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by the laws of the State of Delaware, and all rights herein conferred upon
stockholders or directors are granted subject to this reservation.
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IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed this certificate on the 23rd day of September, 1993.
/s/ David I. Wahrhaftig
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David I. Wahrhaftig
Vice President
ATTEST:
/s/ Peter F. Schweinfurth
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Peter F. Schweinfurth
Assistant Secretary
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