Sample Business Contracts

Certificate of Incorporation - Tempur World Holdings Inc.

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                          CERTIFICATE OF INCORPORATION


                           TEMPUR WORLD HOLDINGS, INC.

1.  Name. The name of the corporation is: Tempur World Holdings, Inc.

2.  Registered Office and Agent. The address of its registered office in the
State of Delaware is 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.

3.  Purpose. The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

4.  Capital Stock. The total number of shares of stock which the corporation
shall have authority to issue is One Thousand (1,000) and the par value of each
such shares is Zero Dollars and One Cent ($0.01) amounting in the aggregate to
Ten Dollars and No Cents ($10.00).

5.  Bylaws. The board of directors is authorized to make, alter or repeal the
bylaws of the Corporation.

6.  Cumulative Voting. Cumulative voting shall not be allowed in the election of

7.  Incorporator. The name and mailing address of the sole incorporator is:

    Jeff Jefferson, Esq.
    Frost Brown Todd, LLC
    2700 Lexington Financial Center
    250 West Main Street
    Lexington, Kentucky 40507

8.  Director Liability. A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director except for liability (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 law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived any
improper personal benefit.


9.  Indemnification. Each person who is or becomes an executive officer or
director of the Corporation shall be indemnified and advanced expenses by the
Corporation with respect to all threatened, pending or completed actions, suits
or proceedings in which that person was, is or is threatened to be made a named
defendant or respondent because his is or was a director of executive officer of
the Corporation. This Articles obligates the Corporation to indemnify and
advance expenses to its executive officers or directors only in connection with
proceedings arising from that person's conduct in his official capacity with the
Corporation to the extent permitted by the General Corporation Law of the State
of Delaware, as amended from time to time. The indemnification and advancement
of expenses provided by this Article shall not be deemed exclusive of any other
rights to which directors and executive officers may be entitled under any
agreement, vote of shareholders or disinterested directors, or otherwise.

     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 25/th/day of July, 2001.

                                        /s/ Jeff Jefferson
                                        Jeff Jefferson, Sole Incorporator