EFTA01295173.pdf

SECRETARY OF STATE
BIS - u.I 3 SPG 1 1 8 DIVISION OF CORPORATIONS
FILED 02:3a PM 07/18/1991
751199007 - 2268758
CERTIFICATE .(2E INCORPORATION
OF
EMU& MR I INC.
er,
The undersigned, a natural person, for the purpose of organizing a corporation
for conducting the business and promoting the purposes hereinafter stated, under the
provisions and subject to the requirements of the laws of the State of Delaware (particularly
Chapter 1, Title 8 of the Delaware Cgtle and the acts amendatory thereof and supplemental
thereto, and known, identified, and referred to as the "General Corporation Law of the
State of Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called the "corporation")
is HYPERION AIR, INC •
SECOND. The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 32 Leucite:7mm Square, Suite
L-100, City of Dover, County of Kent; and the name of the registered agent of the
corporation in the State of Delaware at such address is The Prentice-Hall Corporation
System, Inc.
jinn: The purpose of the corporation is to engage in any lawful act ur
activity for wIlich corporations may be organized under the General Corporation Law of the
State of Delaware.
MUM: The total number of shares of stock which the corporation shall
have authority to issue is one thousand five hundred. The par value of each of such shares
is one tenth of a mill. All such shares are of one class and are shares of Common Stock,
BEM: The name and the mailing address of the incorporator are as follows:
NAME MAILINfl ADDRESS
Athena Togias IS Columbus Circle
New York, N.Y. 10023.7773
SIXTH: The corporation is to have perpetual existence.
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SEVENTH: 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 01
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 1291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed fur this
corporation under the provisions of if 279 of Title 8 of the Delaware Codo order a meeting
of the creditors or class of creditors, and/or of 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
ChM%
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 reorganisation of this
corporation as consequence of such'comproinise 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, he 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.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and regulation of the powers
of the corporation and of its directors and of its stockholders or any class thereof, as the
case may be, it is further provided:
1. The management of the business and the conduct of the affairs of
the corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be fixed by,
or in the manner provided in, the Bylaws. The phrase "whole Board" and
the phrase "total number of directors" shall be deemed to have the same
meaning, to wit, the total number of directors which the corporation would
have if there were no vacancies. No election of directors need be by written
ballot,
2. After the original or other Bylaws of the corporation have been
adopted, amended, or repealed, as the case they be, in accordance with the
provisions of 109 of the General Corporation taw of the State of Delaware,
and, after the corporation has received any payment for any of its stock, the
power to adopt, amend, or repeal the Bylaws of the corporation may be
exercised by the Board of Directors of the corporation; provided, however,
that any provision for the classification of directors of the corporation for
staggered terms pursuant to the provisions of subsection (d) of 1141 of the
General Corporation Law of the State of Delaware shall be set forth in an
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initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the
corporation unless provisions for such classification shall be set forth in this
certificate of incorporation.
3. Whenever the corporation shall be authorized to issue only one
class of stock, each outstanding share shall entitle the holder thereof to notice
of, and the right to vote at, any meeting of stockholders. Whenever the
corporation shall be authorized to issue more than one class of stock, no
outstanding share of any class of stock which is denied voting power under the
provisions of the certificate of incorporation shall entitle the holder thereof
to the right to vote at any meeting of stockholders except as the provisions of
paragraph (2) of subsection (b) of § 242 of the General Corporation Law of
the State of Delaware shall otherwise require; provided, that no share of any
such class which is otherwise denied voting power shall entitle the holder
thereof to vote upon the increase or decrease in the number of authorized
shares of said class.
SINT% The personal liability of the directors of the corporation is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection
(b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by the
provisions of § 145 of the General Corporation Law of the State of Delaware, as the same
may he amended and supplemented, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the expenses.
liabilities, or other matters referred to in or covered by said section, and the indemnification
provided for herein 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 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 a director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
ELEVENTH: From time to time any'of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions authorized by the
laws of the State of Delaware at the time in force may be added or inserted in the manner
and at the time prescribed by said taws, and all rights at any time conferred upon the
stockholders of the corporation by this certificate of incorporation are granted subject to the
provisions of this Article ELEVENTH.
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Signed on July 18, 1991
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