Document 06Mw9GOvvLYGxLKk0BBg1YeR

State ofDelaware Office of the Secretary of State PAGE 1 I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP OF "ALLIED-SIGNAL INC.'', FILED IN THIS OFFICE ON THE THIRTIETH DAY OF SEPTEMBER, A.D. 1987, AT 4:15 O'CLOCK P-M. 2061772 8100 010206920 AUTHENTICATION: 1107024 DATE: 04-30-01 877273016 FILED SEP 30 1987 CERTIFICATE OF OWNERSHIP AND MERGER MERGING THE GARRETT CORPORATION INTO ALLIED-SIGNAL INC. ALLIED-SIGNAL INC., a corporation organized under the laws of the State of Delaware, hereby certifles as follows: FIRST: This corporation was incorporated on May 13, 1985 under the nane East/West Newto Corporation. SECCtD: This corporation crwns all of the outstanding shares of stock of The Garrett Corporation, incorporated in tnc State of California on Deceirber 19, 1963. THIRD: Tne laws of tne State of California permit the merger of 3 domestic corporation into a corporation organized under the laws of another State. 'XXCITH: This corporation, ty toe following resolution? of its Board of Directors, duly adoptec at a meeting neld on September 25, 1987, determined to merge into itself The Garrett Corporation: RESOLVED: That the Corporation merge into itself and assure ail tne liaoilities and ooligations of The Signal Cosparues, Inc., a Delaware corporation; Allied Corporation, a Mew York corooration,- and Tee Garrett Corporation, a California corporalion. RESOLVED: Tnat the merger of Tne Signal Companies, Inc. into the Corporation shall be effective on September 30- 1987, at 12:01 a.n. ED?; tr>at the merger of Allied Corporation into tne Corporation s-'all oe effective on September 30, 1987, at 4:00 o.n. ED?: and tnat the merger of Tne Garrett Corporation into tne Corporation shall be effective on September 30, 1987, at 3:00 p.n. ED7. 2- - RESOLVED: That in connection with the mergers into the Corporation of The Signal Companies, Tnc., Allied Corporation and The Garrett Corporation (collectively, 'the Mergers'), the proper officers of the Corporation are authorized to make, execute and file with the secretary of State of Delaware certificates of ownership and merger in conformity with Delaware law, to cause certified copies thereof to be recorded in the office of the Recorder of Deeds of New Castle County, and to do all other acts and things whatsoever which y in anywise be necessary or proper to effect the Mergers. FIFTH: This certificate shall become effective on September 30, 1987, at 3:00 p.n. EOT. IN WITNESS WHERSO?, Allied-Signal Inc. has caused this certificate to be executed this vM\day of September, 1987. ALLIED-SIGNAL INC 3nan o. Forrow Senior Vice President General Counsel and Secretary Andrew 9. Samet Assistant Secretar/ Certificate of Ownership of 'ALLIED-SIGNAL INC.", a corporation organized and existing under the laws of the State of Delaware, nerging *TilE GARRETT OORPORATICN", a corporation organized and existing under the laws of the State of California, pursuant to Section 253 of the General Corporation Law of the State of Delaware, as received and filed in this office the thirtieth day of September, A.D. 1987, at 4-15 - o'clock p.K And I do hereby further certify that the aforesaid Corporation shall be governed by the laws of the State of Delaware. State ofDelaware Office of the Secretary of State PAGE 1 I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP OF "ALLIED-SIGNAL INC.", FILED IN THIS OFFICE ON THE THIRTIETH DAY OF SEPTEMBER, A.D. 1987, AT 4 O'CLOCK P.M. 2061772 8100 010206920 Harriet Smith Windsor, Secretary ofState AUTHENTICATION: 1107025 DATE: 04-30-01