Exhibit 3.11
AGREEMENT OF MERGER
AGREEMENT OF MERGER entered into on April 23, 1999, by and among
ZMP, Inc., a California corporation (the "COMPANY"), TransDigm Inc., a
Delaware corporation ("PARENT"), and ARA Acquisition Corporation, a
California corporation and a wholly-owned subsidiary of Parent ("Acquisition
Subsidiary").
1. Acquisition Subsidiary, which is a corporation incorporated under
the General Corporation Law of the State of California, and which is
sometimes hereinafter referred to as the "DISAPPEARING CORPORATION," shall
be merged with and into the Company, which is a corporation incorporated
under the General Corporation Law of the State of California, and which is
sometimes hereinafter referred to as the "SURVIVING CORPORATION."
2. The separate existence of the disappearing corporation shall cease
upon the effective date of the merger.
3. The surviving corporation shall continue its existence pursuant to
the provisions of the General Corporation Law of the State of California.
4. Upon consummation of the merger, the Amended and Restated Articles
of Incorporation of the surviving corporation shall be amended in their
entirety to read as follows:
I
The name of this corporation is ZMP, Inc.
II
The name and address in the State of California of this corporation's
initial agent for service of process is: CT CORPORATION SYSTEM
III
The nature of the business of this corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of the State of California other than the banking business,
the trust company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.
IV
The total number of shares of shares of stock which this corporation shall
have the authority to issue is one thousand (1,000) shares of Common Stock,
par value $.01 per share.
V
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 these Articles 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 these Articles of Incorporation otherwise provide, or unless
otherwise provided by law.
VI
The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
VII
The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the General Corporation Law of the State of
California) through bylaw provisions, agreements with agents, vote of
shareholders or disinterested directors, or otherwise, in excess of the
indemnification otherwise permitted in Section 317 of the General
Corporation Law of the State of California, subject only to the applicable
limits set forth in Section 204 of the General Corporation Law of the State
of California with respect to actions for breach of duty to the Corporation
and its shareholders.
VIII
The Corporation reserves the right to amend or repeal any provision
contained in these Articles of Incorporation in the manner now or hereafter
prescribed by the laws of the State of California, and all rights herein
conferred upon stockholders or directors are granted subject to this
reservation.
5. Each outstanding share of the common stock of the disappearing
corporation shall, upon the effective date of the merger, be converted into one
share of the common stock of the surviving corporation.
6. Each share of the capital stock of the Company issued and
outstanding immediately prior to the effectiveness of the merger (which
consists of 105,435 shares of common stock) shall, upon the effective date of
the merger, be converted, in the aggregate, into the right to receive $41.0
million in cash (the "MERGER CONSIDERATION"). The Merger Consideration is
subject to adjustment for payments of indebtedness for borrowed money,
accrued interest thereon, the amount of success bonuses to be paid to the
Company's management, certain transaction costs and indemnification claims,
and for changes in net working capital and the failure of the Surviving
Corporation to enter into a certain contractual arrangement, as provided in
or pursuant to the Agreement and Plan of Reorganization (the "PLAN OF
REORGANIZATION") dated as of March 31, 1999 among Parent, Acquisition
Subsidiary, the Company and TCW Special Placements Fund II, a California
limited partnership solely in its capacity as Shareholders' Representative,
and, pursuant to the Plan of Reorganization, a portion of the Merger
Consideration will be held in escrow accounts which will satisfy adjustments
based solely on changes in net working capital, the failure of the surviving
corporation to enter into a certain contractual arrangement and
indemnification claims. A copy of the Plan of Reorganization shall be
maintained at the principal executive offices of the surviving corporation
and shall be provided without charge to any shareholder of Parent, the
disappearing corporation or the surviving corporation upon written request
therefor.
7. The merger shall have the effects set forth in Section 1107 of the
General Corporation Law of the State of California.
8. The disappearing corporation and the surviving corporation hereby
agree that they will cause to be executed and filed and/or recorded any document
or documents prescribed by the laws of the State of California, and that they
will cause to be performed all necessary acts therein and elsewhere to
effectuate the merger.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, Parent, Acquisition Subsidiary and the Company
have caused this Agreement to be signed by their respective officers thereunto
duly authorized, all as of the date first written above.
"Parent"
TransDigm Inc.,
a Delaware corporation
By: /s/ W. Xxxxxxxx Xxxxxx
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Name: W. Xxxxxxxx Xxxxxx
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Title: President
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By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer
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"Acquisition Subsidiary"
ARA Acquisition Corporation,
a California corporation
By: /s/ W. Xxxxxxxx Xxxxxx
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Name: W. Xxxxxxxx Xxxxxx
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Title: President
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By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer
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"Company"
ZMP, Inc.,
a California corporation
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: President and Secretary
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CERTIFICATE
OF APPROVAL OF AGREEMENT OF MERGER
Xxxxxxx X. Xxxxxxx certifies that:
(a) He is the President and the Secretary of ZMP, Inc., a
corporation organized under the laws of the State of California (the
"CORPORATION").
(b) The Corporation has authorized one class of stock, designated
Common Stock.
(c) The number of outstanding shares of Common Stock of the
Corporation entitled to vote on the Record Date, March 1, 1999, for the
Special Meeting or for the written consent of the Shareholders of the
Corporation was 105,435 shares.
(d) The principal terms of the agreement relating to the merger of
ARA Acquisition Corporation, a California corporation, with and into the
Corporation (the "MERGER") in the form attached were approved by the
Corporation's Board of Directors and by the vote of a number of shares of
Common Stock which equaled or exceeded the vote required.
(e) The percentage vote required of the holders of Common Stock
entitled to vote in connection with the Merger is more than 50%.
/s/ Xxxxxxx X. Xxxxxxx
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Title: President and Secretary
Xxxxxxx X. Xxxxxxx declares under penalty of perjury under the laws
of the State of California that he has read the foregoing certificate and
knows the contents thereof and that the same is true of his own knowledge.
Dated: April 20, 1999
Name: /s/ Xxxxxxx X. Xxxxxxx
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CERTIFICATE
OF APPROVAL OF AGREEMENT OF MERGER
W. Xxxxxxxx Xxxxxx and Xxxxxx Xxxxxx certify that:
1. They are the President and the Secretary, respectively, of ARA
Acquisition Corporation, a corporation organized under the laws of the State of
California (the "CORPORATION").
2. The Corporation has authorized one class of stock, designated
Common Stock, of which 1,000 were entitled to vote.
3. The principal terms of the agreement relating to the merger of the
Corporation with and into ZMP, Inc., a California corporation, (the "MERGER") in
the form attached were approved by the Corporation's Board of Directors and by
the vote of a number of shares of each class which equaled or exceeded the vote
required.
4. The percentage vote required of the Common Stock entitled to vote
in connection with the Merger is more than 50%.
/s/ Xxxxxxxx Xxxxxx
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Title: President
/s/ Xxxxxx Xxxxxx
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Title: Secretary
W. Xxxxxxxx Xxxxxx declares under penalty of perjury under the laws of
the State of California that he has read the foregoing certificate and knows the
contents thereof and that the same is true of his own knowledge.
Dated: April 20, 1999
Name: Xxxxxxxx Xxxxxx
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Xxxxxx Xxxxxx declares under penalty of perjury under the laws of the
State of California that she has read the foregoing certificate and knows the
contents thereof and that the same is true of her own knowledge.
Dated: April 19, 1999
Name: Xxxxxx Xxxxxx
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CERTIFICATE
OF APPROVAL OF AGREEMENT OF MERGER
Xxxxx X. Xxxxxxxxxx and Xxxxxx Xxxxxx certify that:
1. They are the CFO and the Secretary, respectively, of TransDigm
Inc., a corporation organized under the laws of the State of Delaware (the
"CORPORATION").
2. The Corporation has authorized one class of stock, designated
Common Stock, of which 1,000 were entitled to vote.
3. The principal terms of the agreement relating to the merger of the
ARA Acquisition Corporation with and into ZMP, Inc., a California corporation,
(the "MERGER") in the form attached were approved by the Corporation's Board of
Directors and by the vote of a number of shares of each class which equaled or
exceeded the vote required.
4. The Merger was approved by the sole shareholder of the Corporation.
/s/ Xxxxx X. Xxxxxxxxxx
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Title: Chief Financial Officer
/s/ Xxxxxx Xxxxxx
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Title: Secretary
Xxxxx X. Xxxxxxxxxx declares under penalty of perjury under the
laws of the State of California that he has read the foregoing certificate
and knows the contents thereof and that the same is true of his own knowledge.
Dated: April 19, 1999
Name: /s/ Xxxxx X. Xxxxxxxxxx
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Xxxxxx Xxxxxx declares under penalty of perjury under the laws of the
State of California that she has read the foregoing certificate and knows the
contents thereof and that the same is true of her own knowledge.
Dated: April 19, 1999
Name: /s/ Xxxxxx Xxxxxx
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