FOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ZYGO CORPORATION

 

FIRST: The name of the corporation is Zygo Corporation (the “Corporation”).

 

SECOND: The registered office of the Corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The registered agent of the Corporation at that 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 aggregate number of shares of stock that the Corporation shall have the authority to issue is One Thousand (1,000) shares of common stock with a par value of $.01 per share.

 

FIFTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not operate so as to limit the liability of a director to an extent greater than permitted under Section 102(b)(7) of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented or any successor provision thereto. In discharging the duties of their respective positions, the Board of Directors, committees of the Board, individual directors and individual officers may, in considering the best interests of the Corporation, consider the effects of any action upon employees, suppliers and customers of the Corporation, communities in which offices or other establishments of the Corporation are located, and all other pertinent factors.

 

SIXTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended or supplemented or any successor provision thereto, 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 By-Law, 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 legal representatives of such a person. Any person seeking indemnification under this Article Sixth shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established. Any repeal or modification of the foregoing provisions of this Article Sixth shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

 

SEVENTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, the number of members of which shall be set forth in the

 

By-Laws of the Corporation. The directors need not be elected by ballot unless required by the By-Laws of the Corporation.

 

EIGHTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

 

NINTH: In the furtherance and not in limitation of the objects, purposes and powers prescribed herein and conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, amend and repeal the By-Laws; to fix the amount to be reserved as working capital; and to authorize and cause to be executed, mortgages and liens, without limit as to the amount upon the property and franchise of the Corporation.

 

TENTH: 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 the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

 

ELEVENTH: The Corporation shall have a perpetual existence.

 

[As Filed: 06-20-2014]