الإحصائيات الأساسية
CIK | 99359 |
SEC Filings
SEC Filings (Chronological Order)
August 20, 2021 |
424B3 1 a424b3prospectus8202021.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-258676 PROSPECTUS TransDigm Inc. OFFER TO EXCHANGE Up to $1,200,000,000 aggregate principal amount of its 4.625% Senior Subordinated Notes due 2029 registered under the Securities Act of 1933 for any and all outstanding 4.625% Senior Subordinated Notes due 2029 that were issued on January 20, 2021 AND U |
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August 10, 2021 |
Exhibit 25.2 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NE |
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August 10, 2021 |
ex3225-amendedandrestate Page 1 of 8 AMENDED AND RESTATED BY-LAWS OF COBHAM DEFENSE PRODUCTS INC. |
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August 10, 2021 |
Page 1 of 8 AMENDED AND RESTATED BY-LAWS OF CHELTON AVIONICS, INC. ARTICLE I - STOCKHOLDERS Place of Meetings. Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board of Directors. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely b |
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August 10, 2021 |
State of Delaware Secretary of State Division of Corporations Delivered 10:43 AM 02/22/2021 FILED 10:43 AM 02/22/2021 SR 20210555677 - FileNumber 5192246 STATE OF DELAWARE CERTIFICATE OF FORMATION OF LIMITED LIABILITY COMP ANY The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows: 1. |
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August 10, 2021 |
McGuireWoods LLP 201 North Tryon Street Suite 3000 Charlotte, NC 28202 Tel: 704.343.2000 Fax: 704.343.2300 www.mcguirewoods.com Exhibit 5.5 August 10, 2021 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Subject: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Virginia |
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August 10, 2021 |
Exhibit 99.2 TRANSDIGM INC. EXCHANGE OFFER TO HOLDERS OF ITS 4.625% SENIOR SUBORDINATED NOTES DUE 2029 AND 4.875% SENIOR SUBORDINATED NOTES DUE 2029 NOTICE OF GUARANTEED DELIVERY As set forth in the Prospectus dated , (the ?Prospectus?) of TransDigm Inc. (the ?Company?) under the heading ?The Exchange Offer?How to Tender? and in the Letter of Transmittal (the ?Letter of Transmittal?) relating to t |
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August 10, 2021 |
ex3222-certificateofinco STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATI ONS FILED 09 :00 AM 03/ 04/ 1997 971070750 - 2 724526 CERTIFICATE OF INCORPORATION OF CHELTON AVIONICS, INC. |
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August 10, 2021 |
Exhibit 5.4 August 10, 2021 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as Connecticut counsel to HarcoSemco LLC, a Connecticut limited liability company (?HarcoSemco?), in connection with the Registration Statement on Form S |
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August 10, 2021 |
August 10, 2021 Correspondence Filing Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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August 10, 2021 |
Exhibit 25.1 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NE |
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August 10, 2021 |
Exhibit 99.1 TRANSDIGM INC. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 LETTER OF TRANSMITTAL FOR 4.625% SENIOR SUBORDINATED NOTES DUE 2029 AND 4.875% SENIOR SUBORDINATED NOTES DUE 2029 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , , UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M, NEW YORK CITY TIME, ON THE EXPIRATION DATE. Th |
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August 10, 2021 |
Exhibit 5.3 August 10, 2021 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Washington state counsel to TransDigm Inc., a Delaware corporation (“TransDigm”), and its subsidiaries AvtechTyee, Inc., a Washington corporat |
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August 10, 2021 |
As filed with the Securities and Exchange Commission on August 10, 2021 As filed with the Securities and Exchange Commission on August 10, 2021 Registration No. |
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August 10, 2021 |
Exhibit 5.6 75 LIVINGSTON AVENUE SUITE 301 ROSELAND, NJ 07068-3701 (973) 535-1600 FAX (973) 535-1698 [email protected] www.greenbaumlaw.com August 10, 2021 TransDigm Inc. TransDigm Group Incorporated 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm Inc. (the ?Issuer?) et al. Relating to the Exchange Offer (as defined below) Ladies |
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August 10, 2021 |
BYLAWS OF CHELTON AVIONICS HOLDINGS, INC. a Delaware corporation ARTICLE I OFFICES Section 1. Registered Office. The registered office of Chelton Avionics Holdings, Inc. (the ?Corporation?) shall be in the Corporation?s state of incorporation, and the name of the resident agent in charge thereof is the agent named in the Corporation?s charter until changed by the Board of Directors of the Corporat |
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August 10, 2021 |
State of Delaware Secretary of State Division of Corporations Delivered 09:50 AM 10/16/2020 FILED 09:50 AM 10/16/2020 SR 20207864762 - File Number 3902665 CERTIFICATE OF INCORPORATION OF CHELTON AVIONICS HOLDINGS, INC. |
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August 10, 2021 |
Page 1 of 8 AMENDED AND RESTATED BY-LAWS OF NAT SEATTLE INC. Adopted Effective: June 25, 2018 ARTICLE I - STOCKHOLDERS Place of Meetings. Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board of Directors. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but m |
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August 10, 2021 |
1 LIMITED LIABILITY COMPANY AGREEMENT OF LEACH MEXICO HOLDING LLC A DELAWARE LIMITED LIABILITY COMPANY The undersigned, being the sole member of Leach Mexico Holding LLC, a Delaware limited liability company (the ?Company?), does hereby execute this Limited Liability Company Agreement of the Company (this ?Limited Liability Company Agreement?), effective as of this 22nd day of February, 2021. |
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August 10, 2021 |
FIRST: CERTIFICATE OF INCORPORATION OF COBHAM DEFENSE PRODUCTS, INC. State of Delaware Secretazy of State Division 0? Corporations Delivered 04:44 PM 08/29/2007 FILED 04 :42 PM 08/29/2007 SRV 070970408 - 4415012 FILE The name of the Corporation is COBHAM DEFENSE PRODUCTS, INC. SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2 |
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August 10, 2021 |
Exhibit 99.3 TRANSDIGM INC. OFFER TO EXCHANGE UP TO $1,200,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 4.625% SENIOR SUBORDINATED NOTES DUE 2029 FOR ALL OF ITS OUTSTANDING 4.625% SENIOR SUBORDINATED NOTES DUE 2029 SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UP TO $750,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 4.875% SENIOR SUBORDINATED NOTES DUE 202 |
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August 10, 2021 |
Exhibit 99.4 TRANSDIGM INC. OFFER TO EXCHANGE UP TO $1,200,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 4.625% SENIOR SUBORDINATED NOTES DUE 2029 FOR ALL OF ITS OUTSTANDING 4.625% SENIOR SUBORDINATED NOTES DUE 2029 SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UP TO $750,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 4.875% SENIOR SUBORDINATED NOTES DUE 202 |
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August 10, 2021 |
State of Delaware Secretary of State Division of Corporations Delivered 01:40 PM 06/05/2003 FILED 01:31 PM 06/05/2003 SRV 030371679 - 3666631 FILE CERTIFICATE OF INCORPORATION OF NORTHERN AIRBORNE TECHNOLOGY US INC. |
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May 14, 2020 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-238018 PROSPECTUS TransDigm Inc. OFFER TO EXCHANGE Up to $2,650,000,000 aggregate principal amount of its 5.500% Senior Subordinated Notes due 2027 registered under the Securities Act of 1933 for any and all outstanding 5.500% Senior Subordinated Notes due 2027 that were issued on November 13, 2019 • We are offering to exchang |
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May 5, 2020 |
Exhibit 99.2 TRANSDIGM INC. EXCHANGE OFFER TO HOLDERS OF ITS 5.500% SENIOR SUBORDINATED NOTES DUE 2027 NOTICE OF GUARANTEED DELIVERY As set forth in the Prospectus dated , (the “Prospectus”) of TransDigm Inc. (“Company”) under the heading “The Exchange Offer—How to Tender” and in the Letter of Transmittal (the “Letter of Transmittal”) relating to the offer (the “Exchange Offer”) by Company to exch |
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May 5, 2020 |
Exhibit 5.6 WOODBRIDGE OFFICE: METRO CORPORATE CAMPUS ONE P.O.BOX 5600 WOODBRIDGE, NJ 07095-0988 (732) 549-5600 FAX (732) 549-1881 DELIVERY ADDRESS: 99 WOOD AVENUE SOUTH ISELIN , NJ 08830-2712 Greenbaum Rowe Smith Davis LLP NEW YORK OFFICE: 747 THIRD AVENU 2ND FLOOR NEW YORK, NY 10017 (212) 847-9858 COUNSELORS AT LAW 75 LIVINGSTON AVENUE SUITE 301 ROSELAND, NJ 07068-3701 (973) 535-1600 FAX (973) 5 |
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May 5, 2020 |
Exhibit 99.3 TRANSDIGM INC. OFFER TO EXCHANGE UP TO $2,650,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 5.500% SENIOR SUBORDINATED NOTES DUE 2027 FOR ALL OF ITS OUTSTANDING 5.500% SENIOR SUBORDINATED NOTES DUE 2027 SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED To Our Clients: Enclosed for your consideration is a Prospectus dated , (as the same may be amend |
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May 5, 2020 |
Exhibit 25.1 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 7868494v.1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE |
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May 5, 2020 |
As filed with the Securities and Exchange Commission on May 5, 2020 S-4 1 forms-4.htm S-4 As filed with the Securities and Exchange Commission on May 5, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TransDigm Inc. TransDigm Group Incorporated Subsidiary Guarantors Listed on Schedule A Hereto (Exact name of registrant as specified in its charter) Tr |
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May 5, 2020 |
Exhibit 99.1 TRANSDIGM INC. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 LETTER OF TRANSMITTAL FOR 5.500% SENIOR SUBORDINATED NOTES DUE 2027 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , , UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M, NEW YORK CITY TIME, ON THE EXPIRATION DATE. The Bank of New York Mellon Trust Company, N.A., |
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May 5, 2020 |
McGuireWoods LLP 201 North Tryon Street Suite 3000 Charlotte, NC 28202 Tel: 704.343.2000 Fax: 704.343.2300 www.mcguirewoods.com Exhibit 5.5 May 5, 2020 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Subject: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Virginia coun |
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May 5, 2020 |
CORRESP 23 filename23.htm May 5, 2020 Correspondence Filing Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Anne Nguyen Parker, Manufacturing Branch Chief and Martin James, Manufacturing Senior Advisor Re: TransDigm Inc. TransDigm Group Incorporated Registration Statement on Form S-4 Filed May 5, 2020 Lad |
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May 5, 2020 |
Exhibit 99.4 TRANSDIGM INC. OFFER TO EXCHANGE UP TO $2,650,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 5.500% SENIOR SUBORDINATED NOTES DUE 2027 FOR ALL OF ITS OUTSTANDING 5.500% SENIOR SUBORDINATED NOTES DUE 2027 SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED To Securities Dealers, Commercial Banks Trust Companies And Other Nominees: Enclosed for your con |
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May 5, 2020 |
Exhibit 5.4 May 5, 2020 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as Connecticut counsel to HarcoSemco LLC, a Connecticut limited liability company (“HarcoSemco”), in connection with the Registration Statement on Form S-4 t |
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May 5, 2020 |
Exhibit 5.3 May 5, 2020 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Washington and Wisconsin state counsel to TransDigm Inc., a Delaware corporation (“TransDigm”), and its subsidiaries Avista, Incorporated, a Wisco |
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August 16, 2019 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-233103 PROSPECTUS TransDigm Inc. OFFER TO EXCHANGE Up to $550,000,000 aggregate principal amount of its 7.500% Senior Subordinated Notes due 2027 registered under the Securities Act of 1933 for any and all outstanding 7.500% Senior Subordinated Notes due 2027 that were issued on February 13, 2019 • We are offering to exchange |
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August 14, 2019 |
TDG / Transdigm Group, Inc. CORRESP - - Acceleration Request August 14, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Anne Nguyen Parker, Assistant Director, Office of Transportation and Leisure Aamira Chaudhry Re: TransDigm Inc. |
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August 8, 2019 |
Consent of McGuireWoods LLP (included in Exhibit 5.5 hereto) EX-5.5 Exhibit 5.5 McGuireWoods LLP 201 North Tryon Street Suite 3000 Charlotte, NC 28202 Tel: 704.343.2000 Fax: 704.343.2300 www.mcguirewoods.com August 7, 2019 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Subject: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Vir |
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August 8, 2019 |
EX-99.4 Exhibit 99.4 TRANSDIGM INC. OFFER TO EXCHANGE UP TO $550,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 7.500% SENIOR SUBORDINATED NOTES DUE 2027 FOR ALL OF ITS OUTSTANDING 7.500% SENIOR SUBORDINATED NOTES DUE 2027 SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED To Securities Dealers, Commercial Banks Trust Companies And Other Nominees: Enclosed for yo |
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August 8, 2019 |
Certificate of Formation, as amended, of Esterline Georgia LLC (now known as TREALITY SVS LLC) EX-3.194 Exhibit 3.194 CERTIFICATE OF FORMATION OF ESTERLINE EUROPE COMPANY LLC This Certificate of Formation is being executed as of May 25, 2011, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act. The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows: ARTICLE 1. NAME The name of the |
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August 8, 2019 |
EX-3.196 Exhibit 3.196 State of Delaware Secretary of State Division of Corporations Delivered 03:15 PM 10/09/2014 Filed 03:09 PM 10/09/2014 SRV 141276924 – 5618663 FILE CERTIFICATE OF FORMATION OF ESTERLINE GEORGIA US LLC ARTICLE 1. NAME The name of the limited liability company is Esterline Georgia US LLC. ARTICLE 2. REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of |
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August 8, 2019 |
Consent of Lewis, Brisbois, Bisgaard & Smith LLP (included in Exhibit 5.7 hereto) EX-5.7 Exhibit 5.7 6385 S. Rainbow Boulevard, Suite 600 Las Vegas, Nevada 89118 August 7, 2019 TransDigm, Inc., a Delaware corporation 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm, Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Nevada counsel to Gamesman Inc., a Nevada corpora |
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August 8, 2019 |
Consent of Perkins Coie LLP (included in Exhibit 5.3 hereto) EX-5.3 Exhibit 5.3 1201 Third Avenue Suite 4900 Seattle, WA 98101-3099 +1.206.359.8000 +1.206.359.9000 PerkinsCoie.com August 7, 2019 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Washington and Wisconsin state couns |
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August 8, 2019 |
Exhibit 25.1 = = = = = = = = = = = = = = = = = = = = = = = == = = = = = = = = = = == = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY |
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August 8, 2019 |
As filed with the Securities and Exchange Commission on August 7, 2019 Form S-4 Table of Contents As filed with the Securities and Exchange Commission on August 7, 2019 Registration No. |
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August 8, 2019 |
EX-99.1 15 d780685dex991.htm EX-99.1 Exhibit 99.1 TRANSDIGM INC. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 LETTER OF TRANSMITTAL FOR 7.500% SENIOR SUBORDINATED NOTES DUE 2027 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , , UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M, NEW YORK CITY TIME, ON THE EXPIRATION DATE. Exchange Ag |
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August 8, 2019 |
EX-3.202 Exhibit 3.202 CERTIFICATE OF INCORPORATION OF AUXITROL CO. 1. The name of the corporation is: AUXITROL CO. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes t |
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August 8, 2019 |
Consent of Greenbaum, Rowe, Smith & Davis LLP (included in Exhibit 5.6 hereto) EX-5.6 Exhibit 5.6 75 LIVINGSTON AVENUE SUITE 301 ROSELAND, NJ 07068-3701 (973) 535-1600 FAX (973) 535-1698 [email protected] WWW.GREENBAUMLAW.COM WOODBRIDGE OFFICE: METRO CORPORATE CAMPUS ONE P.O.BOX 5600 WOODBRIDGE, NJ 07095-0988 (732) 549-5600 FAX (732) 549-1881 DELIVERY ADDRESS: 99 WOOD AVENUE SOUTH ISELIN , NJ 08830-2712 NEW YORK OFFICE: 750 THIRD AVENUE 9TH FLOOR NEW YORK, NY 10017 (212) |
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August 8, 2019 |
CORRESP August 7, 2019 Correspondence Filing Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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August 8, 2019 |
EX-99.3 17 d780685dex993.htm EX-99.3 Exhibit 99.3 TRANSDIGM INC. OFFER TO EXCHANGE UP TO $550,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 7.500% SENIOR SUBORDINATED NOTES DUE 2027 FOR ALL OF ITS OUTSTANDING 7.500% SENIOR SUBORDINATED NOTES DUE 2027 SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED To Our Clients: Enclosed for your consideration is a Prospectu |
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August 8, 2019 |
Consent of Shipman & Goodwin LLP (included in Exhibit 5.4 hereto) EX-5.4 Exhibit 5.4 August 7, 2019 TransDigm Inc. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm Inc. Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as Connecticut counsel to HarcoSemco LLC, a Connecticut limited liability company (“HarcoSemco”), in connection with the Registration Statement on |
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August 8, 2019 |
Form of Notice of Guaranteed Delivery EX-99.2 16 d780685dex992.htm EX-99.2 Exhibit 99.2 TRANSDIGM INC. EXCHANGE OFFER TO HOLDERS OF ITS 7.500% SENIOR SUBORDINATED NOTES DUE 2027 NOTICE OF GUARANTEED DELIVERY As set forth in the Prospectus dated , (the “Prospectus”) of TransDigm Inc. (“Company”) under the heading “The Exchange Offer—How to Tender” and in the Letter of Transmittal (the “Letter of Transmittal”) relating to the offer (the |
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April 11, 2019 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-228336 PROSPECTUS TransDigm UK Holdings plc OFFER TO EXCHANGE Up to $500,000,000 aggregate principal amount of its 6.875% Senior Subordinated Notes due 2026 registered under the Securities Act of 1933 for any and all of its outstanding 6.875% Senior Subordinated Notes due 2026 that were issued on May 8, 2018 • We are off |
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April 8, 2019 |
TDG / Transdigm Group, Inc. CORRESP - - April 8, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Anne Nguyen Parker, Assistant Director, Office of Transportation and Leisure John Dana Brown J. |
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April 2, 2019 |
Amended and Restated Operating Agreement of Joslyn Sunbank Company, LLC EX-3.229 57 d651555dex3229.htm EX-3.229 Exhibit 3.229 AMENDED AND RESTATED OPERATING AGREEMENT OF JOSLYN SUNBANK COMPANY, LLC A CALIFORNIA LIMITED LIABILITY COMPANY The undersigned, being all the members of Joslyn Sunbank Company, LLC, a California limited liability company (the “Company”), do hereby execute this Amended and Restated Operating Agreement of the Company (this “Operating Agreement”) |
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April 2, 2019 |
April 2, 2019 Correspondence Filing Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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April 2, 2019 |
EX-24.75 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Advanced Input Devices, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ADVANCED INPUT DEVICES, INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Titl |
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April 2, 2019 |
EX-24.86 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, NMC Group Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. NMC GROUP INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer POWER OF ATTORN |
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April 2, 2019 |
EX-24.87 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Norwich Aero Products, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. NORWICH AERO PRODUCTS, INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: |
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April 2, 2019 |
Second Amended and Restated Bylaws of Esterline Technologies Corporation EX-3.175 Exhibit 3.175 SECOND AMENDED AND RESTATED BY-LAWS OF ESTERLINE TECHNOLOGIES CORPORATION, a Delaware corporation ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors, |
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April 2, 2019 |
Amended and Restated Bylaws of Souriau USA, Inc. EX-3.177 Exhibit 3.177 AMENDED AND RESTATED BYLAWS OF SOURIAU USA, INC., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction of suc |
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April 2, 2019 |
Restated Articles of Incorporation of TA Aerospace Co. EX-3.186 14 d651555dex3186.htm EX-3.186 Exhibit 3.186 A0810859 RESTATED ARTICLES OF INCORPORATION OF TA AEROSPACE CO. The undersigned certifies that: 1. He is the Vice President and Secretary of TA Aerospace Co., a California corporation (the “Corporation”). 2. The Articles of Incorporation of the Corporation, as heretofore amended, are restated as follows: ARTICLE I The name of this corporation i |
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April 2, 2019 |
Amended and Restated Bylaws of Advanced Input Devices, Inc. EX-3.193 Exhibit 3.193 AMENDED AND RESTATED BYLAWS OF ADVANCED INPUT DEVICES, INC., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transac |
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April 2, 2019 |
Limited Liability Company Agreement of Esterline Technologies SGIP LLC EX-3.207 35 d651555dex3207.htm EX-3.207 Exhibit 3.207 LIMITED LIABILITY COMPANY AGREEMENT OF ESTERLINE TECHNOLOGIES SGIP, LLC a Delaware limited liability company TABLE OF CONTENTS Page RECITALS 1 AGREEMENT 1 1. Organization of Company 1 1.1 Name 1 1.2 Formation 1 1.3 Certificate of Formation 1 1.4 Registered Agent 1 2. Definitions, Rules of Construction 1 3. Purpose 2 4. Principal Office 2 5. The |
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April 2, 2019 |
Amended and Restated Operating Agreement of Sunbank Family of Companies LLC EX-3.227 55 d651555dex3227.htm EX-3.227 Exhibit 3.227 AMENDED AND RESTATED OPERATING AGREEMENT OF SUNBANK FAMILY OF COMPANIES, LLC A CALIFORNIA LIMITED LIABILITY COMPANY The undersigned, being the sole member of Sunbank Family of Companies, LLC, a California limited liability company (the “Company”), does hereby execute this Amended and Restated Operating Agreement of the Company (this “Operating |
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April 2, 2019 |
Certificate of Incorporation of Armtec Defense Products Co. EX-3.230 Exhibit 3.230 CERTIFICATE OF INCORPORATION OF ARMTEC DEFENSE PRODUCTS CO. * * * * * A STOCK CORPORATION ARTICLE I. NAME The name of the corporation is ARMTEC DEFENSE PRODUCTS CO. ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. |
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April 2, 2019 |
EX-4.29 Exhibit 4.29 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 to Indenture Dated as of June 4, 2014 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., |
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April 2, 2019 |
Amended and Restated Articles of Incorporation of Gamesman Inc. EX-3.238 Exhibit 3.238 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF GAMESMAN INC. Pursuant to the provisions of Section 78.403 of the Nevada Revised Statutes, the undersigned corporation adopts the following Amended and Restated Articles of Incorporation: 1. The name of the corporation is Gamesman Inc. 2. The Articles of Incorporation of the corporation were filed by the Secretary of State of |
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April 2, 2019 |
EX-4.56 Exhibit 4.56 TRANSDIGM UK HOLDINGS PLC, TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 to Indenture Dated as of May 8, 2018 by and among TRANSDIGM UK HOLDINGS PLC, TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND |
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April 2, 2019 |
Certificate of Incorporation, as amended, of Armtec Countermeasures TNO Co. EX-3.234 Exhibit 3.234 CERTIFICATE OF INCORPORATION OF FR COUNTERMEASURES INC. FIRST: The name of the Corporation is FR Countermeasures Inc. SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at s |
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April 2, 2019 |
EX-24.83 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Hytek Finishes Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. HYTEK FINISHES CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer POWER O |
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April 2, 2019 |
EX-24.97 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Racal Acoustics, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. RACAL ACOUSTICS, INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer P |
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April 2, 2019 |
EX-4.42 Exhibit 4.42 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee TWELFTH SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 to Indenture Dated as of May 14, 2015 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as |
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April 2, 2019 |
Amended and Restated Bylaws of Armtec Countermeasures Co. EX-3.233 Exhibit 3.233 AMENDED AND RESTATED BYLAWS OF ARMTEC COUNTERMEASURES CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transacti |
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April 2, 2019 |
EX-24.91 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Memtron Technologies Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. MEMTRON TECHNOLOGIES CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treas |
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April 2, 2019 |
EX-24.96 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Armtec Countermeasures TNO Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ARMTEC COUNTERMEASURES TNO CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall |
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April 2, 2019 |
Fifth Amended and Restated Certificate of Incorporation of Esterline Technologies Corporation EX-3.174 Exhibit 3.174 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ESTERLINE TECHNOLOGIES CORPORATION FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Esterline Technologies Corporation. SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmi |
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April 2, 2019 |
Amended and Restated Certificate of Incorporation of Advanced Input Devices, Inc. EX-3.192 20 d651555dex3192.htm EX-3.192 Exhibit 3.192 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ADVANCED INPUT DEVICES, INC. A STOCK CORPORATION Advanced Input Devices, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1. The Corporation was originally incorporated under th |
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April 2, 2019 |
Amended and Restated Limited Liability Company Agreement of Esterline Federal LLC EX-3.199 Exhibit 3.199 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESTERLINE FEDERAL LLC A DELAWARE LIMITED LIABILITY COMPANY The undersigned, being the sole member of Esterline Federal LLC, a Delaware limited liability company (the “Company”), does hereby execute this Amended and Restated Limited Liability Company Agreement of the Company (this “Limited Liability Company Agreement |
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April 2, 2019 |
Amended and Restated Articles of Incorporation of Avista, Incorporated EX-3.202 Exhibit 3.202 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AVISTA, INCORPORATED The following Amended and Restated Articles of Incorporation, duly adopted pursuant to the authority and provisions of the Wisconsin Business Corporation Law (Chapter 180 of the Wisconsin Statutes), supersede and take the place of the existing Articles of Incorporation and all amendments thereto. ARTICLE |
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April 2, 2019 |
Amended and Restated Bylaws of Janco Corporation EX-3.211 Exhibit 3.211 AMENDED AND RESTATED BYLAWS OF JANCO CORPORATION, A CALIFORNIA CORPORATION ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors, the consideration of re |
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April 2, 2019 |
Certificate of Incorporation of Hytek Finishes Co. EX-3.208 36 d651555dex3208.htm EX-3.208 Exhibit 3.208 CERTIFICATE OF INCORPORATION OF HYTEK FINISHES CO. * * * * * ARTICLE I. NAME The name of the corporation is HYTEK FINISHES CO. ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The nam |
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April 2, 2019 |
EX-24.72 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, TA Aerospace Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. TA AEROSPACE CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer POWER OF AT |
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April 2, 2019 |
Certificate of Incorporation, as amended, of Angus Electronics Co. EX-3.200 Exhibit 3.200 CERTIFICATE OF INCORPORATION OF ESTERLINE ANGUS INSTRUMENT CORPORATION THE UNDERSIGNED, for the purpose of forming a corporation under and pursuant to the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as follows: FIRST: The name of the corporation (herein called the “Corporation”) is ESTERLINE ANGUS INSTRUMENT CORPORATION. SECOND: The registered offic |
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April 2, 2019 |
Amended and Restated Limited Liability Company Agreement of Esterline Europe Company LLC Exhibit 3.195 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESTERLINE EUROPE COMPANY LLC A DELAWARE LIMITED LIABILITY COMPANY The undersigned, being the sole member of Esterline Europe Company LLC, a Delaware limited liability company (the “Company”), does hereby execute this Amended and Restated Limited Liability Company Agreement of the Company (this “Limited Liability Company Agre |
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April 2, 2019 |
Amended and Restated Limited Liability Company Agreement of Esterline US LLC EX-3.189 Exhibit 3.189 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESTERLINE US LLC A DELAWARE LIMITED LIABILITY COMPANY The undersigned, being the sole member of Esterline US LLC, a Delaware limited liability company (the “Company”), does hereby execute this Amended and Restated Limited Liability Company Agreement of the Company (this “Limited Liability Company Agreement”), effect |
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April 2, 2019 |
Certificate of Incorporation of Leach Technology Group, Inc. Exhibit 3.184 CERTIFICATE OF INCORPORATION OF LEACH TECHNOLOGY GROUP, INC. The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that: FIRST: The name of this corporation is LEACH TECHNOLOGY GROUP, INC. SECOND: Its Registered Office in the State of Delaware is to be located at 9 East Loockerman |
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April 2, 2019 |
Amended and Restated Bylaws of Leach Holding Corporation EX-3.181 9 d651555dex3181.htm EX-3.181 Exhibit 3.181 AMENDED AND RESTATED BYLAWS OF LEACH HOLDING CORPORATION, A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election o |
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April 2, 2019 |
Certificate of Incorporation of Souriau USA, Inc. EX-3.176 Exhibit 3.176 CERTIFICATE OF INCORPORATION OF SOURIAU USA, INC. FIRST: The name of the Corporation is Souriau USA, Inc. SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808. The name of the Corporation’s registered agent at such a |
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April 2, 2019 |
EX-24.94 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Armtec Defense Products Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ARMTEC DEFENSE PRODUCTS CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: |
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April 2, 2019 |
EX-24.88 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Palomar Products, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. PALOMAR PRODUCTS, INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer |
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April 2, 2019 |
EX-24.70 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Leach International Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. LEACH INTERNATIONAL CORPORATION By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandal |
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April 2, 2019 |
EX-24.76 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline Europe Company LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE EUROPE COMPANY LLC By: Esterline Technologies Corporation, its sole member By: |
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April 2, 2019 |
EX-24.77 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline Georgia US LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE GEORGIA US LLC By: Esterline Europe Company LLC, its sole member By: Esterline Tech |
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April 2, 2019 |
EX-24.78 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline Federal LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE FEDERAL LLC By: Esterline Georgia US LLC, its sole member By: Esterline Technologies C |
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April 2, 2019 |
EX-24.93 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Joslyn Sunbank Company, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. JOSLYN SUNBANK COMPANY, LLC By: Esterline Technologies Corporation, its sole member By: /s |
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April 2, 2019 |
Certificate of Formation of Esterline International Company EX-3.178 Exhibit 3.178 State of Delaware Secretary of State Division of Corporations Delivered 04:06 PM 11/13/2007 Filed 02:44 PM 11/13/2007 SRV 071217252 – 445656507 FILE CERTIFICATE OF FORMATION OF ESTERLINE INTERNATIONAL COMPANY ARTICLE I The name of the corporation is Esterline International Company. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is |
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April 2, 2019 |
Certificate of Incorporation, as amended, of Leach Holding Corporation EX-3.180 Exhibit 3.180 CERTIFICATE OF INCORPORATION OF LRE, INC. We, the undersigned, in order to form a corporation pursuant to the provisions of the General Corporation Law of Delaware, do hereby certify as follows: 1. The name of the corporation is LRE, Inc. 2. The address of the corporation’s registered office in the State of Delaware is 100 West Tenth Street in the City of Wilmington, County |
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April 2, 2019 |
Certificate of Formation of Esterline Europe Company LLC EX-3.194 Exhibit 3.194 CERTIFICATE OF FORMATION OF ESTERLINE EUROPE COMPANY LLC This Certificate of Formation is being executed as of May 25, 2011, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act. The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows: ARTICLE 1. NAME The name of the |
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April 2, 2019 |
Restated Articles of Incorporation of Janco Corporation EX-3.210 Exhibit 3.210 A0591161 RESTATED ARTICLES OF INCORPORATION OF JANCO CORPORATION Richard L. Thompson and Robert D. George certify that: 1. They are the President and the Secretary, respectively, of Janco Corporation, a California corporation. 2. The Articles of Incorporation of the corporation, as amended to the date of the filing of this certificate, including amendments set forth herein b |
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April 2, 2019 |
EX-24.69 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Leach Holding Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. LEACH HOLDING CORPORATION By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Tre |
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April 2, 2019 |
EX-24.80 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Avista, Incorporated has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. AVISTA, INCORPORATED By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer POW |
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April 2, 2019 |
Amended and Restated Bylaws of Palomar Products, Inc. EX-3.219 Exhibit 3.219 AMENDED AND RESTATED BYLAWS OF PALOMAR PRODUCTS, INC., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction o |
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April 2, 2019 |
EX-4.52 Exhibit 4.52 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee NINTH SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 to Indenture Dated as of June 9, 2016 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as T |
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April 2, 2019 |
Amended and Restated Bylaws of Gamesman Inc. EX-3.239 Exhibit 3.239 AMENDED AND RESTATED BYLAWS OF GAMESMAN INC., A NEVADA CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors, the consideration of reports to |
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April 2, 2019 |
Certificate of Incorporation of Racal Acoustics, Inc. EX-3.236 Exhibit 3.236 CERTIFICATE OF INCORPORATION OF RACAL ACOUSTICS, INC. A STOCK CORPORATION I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby certify as follows: FIRST: The name of the corporation (the “Corporation”) is Racal Acoustics, Inc. SECOND: The address of the Corporation’s registered |
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April 2, 2019 |
Amended and Restated Bylaws of Korry Electronics Co. EX-3.223 51 d651555dex3223.htm EX-3.223 Exhibit 3.223 AMENDED AND RESTATED BYLAWS OF KORRY ELECTRONICS CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of d |
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April 2, 2019 |
Certificate of Incorporation, as amended, of Norwich Aero Products, Inc. EX-3.216 Exhibit 3.216 CERTIFICATE OF INCORPORATION OF NORWICH AERO PRODUCTS, INC. Under Section 402 of the Business Corporation Law THE UNDERSIGNED, a natural person over the age of twenty-one years, desiring to form a corporation pursuant to the New York Business Corporation Law, does hereby certify as follows: 1. The name of the corporation is NORWICH AERO PRODUCTS, INC. Hereinafter sometime ca |
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April 2, 2019 |
Amended and Restated Bylaws of Mason Electric Co. EX-3.213 Exhibit 3.213 AMENDED AND RESTATED BYLAWS OF MASON ELECTRIC CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction of su |
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April 2, 2019 |
Amended and Restated Certificate of Formation of Esterline Federal LLC EX-3.198 Exhibit 3.198 AMENDED AND RESTATED CERTIFICATE OF FORMATION OF ESTERLINE FEDERAL LLC This Amended and Restated Certificate is duly executed and is being filed in accordance with Section 18-208 of the Delaware Limited Liability Company Act. 1. The name of the limited liability company is Esterline Federal LLC. 2. The original Certificate of Formation of the limited liability company was fi |
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April 2, 2019 |
Amended and Restated Bylaws of Leach Technology Group, Inc. EX-3.185 Exhibit 3.185 AMENDED AND RESTATED BYLAWS OF LEACH TECHNOLOGY GROUP, INC., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transac |
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April 2, 2019 |
EX-24.95 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Armtec Countermeasures Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ARMTEC COUNTERMEASURES CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: T |
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April 2, 2019 |
EX-24.82 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline Technologies SGIP LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE TECHNOLOGIES SGIP LLC By: Esterline Technologies Corporation, its sole membe |
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April 2, 2019 |
EX-24.73 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline US LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE US LLC By: Esterline Technologies Corporation, its sole member By: /s/ Jonathan D. Crandall |
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April 2, 2019 |
EX-24.67 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Souriau USA, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. SOURIAU USA, INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer POWER OF |
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April 2, 2019 |
EX-24.66 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline Technologies Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE TECHNOLOGIES CORPORATION By: /s/ Jonathan D. Crandall Name: Jonathan D. C |
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April 2, 2019 |
EX-24.84 98 d651555dex2484.htm EX-24.84 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Janco Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. JANCO CORPORATION By: /s/ Jonathan D. Crandall Name: Jonathan D. Cran |
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April 2, 2019 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 17111 Waterview Pkwy LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. |
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April 2, 2019 |
EX-24.92 106 d651555dex2492.htm EX-24.92 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Sunbank Family of Companies LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. SUNBANK FAMILY OF COMPANIES LLC By: Esterline Technolo |
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April 2, 2019 |
Certificate of Incorporation, as amended, of Leach International Corporation EX-3.182 Exhibit 3.182 CERTIFICATE OF INCORPORATION OF LEACH CORPORATION (DELAWARE) CERTIFICATE OP INCORPORATION OF LEACH CORPORATION (DELAWARE) WE, the undersigned, in order to form a corporation pursuant to the provisions of the General Corporation Law of Delaware, do hereby certify as follows: 1. The name of the corporation is Leach Corporation (Delaware). 2. The address of the corporation’s re |
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April 2, 2019 |
Certificate of Formation of Esterline US LLC EX-3.188 Exhibit 3.188 CERTIFICATE OF INCORPORATION OF ESTERLINE CANADIAN HOLDING CORPORATION ARTICLE I The name of the Corporation is Esterline Canadian Holding Corporation. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at that address is |
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April 2, 2019 |
Certificate of Formation of Esterline Technologies SGIP LLC EX-3.206 Exhibit 3.206 CERTIFICATE OF FORMATION OF ESTERLINE TECHNOLOGIES SGIP LLC ARTICLE 1. NAME The name of the limited liability company is Esterline Technologies SGIP LLC. ARTICLE 2. REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of this limited liability company in Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, State o |
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April 2, 2019 |
Amended and Restated Bylaws of NMC Group Inc. EX-3.215 Exhibit 3.215 AMENDED AND RESTATED BYLAWS OF NMC GROUP INC., A CALIFORNIA CORPORATION ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors, the consideration of repor |
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April 2, 2019 |
Amended and Restated Bylaws of Racal Acoustics, Inc. EX-3.237 Exhibit 3.237 AMENDED AND RESTATED BYLAWS OF RACAL ACOUSTICS, INC., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction of |
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April 2, 2019 |
Certificate of Formation of Esterline Georgia US LLC EX-3.196 Exhibit 3.196 State of Delaware Secretary of State Division of Corporations Delivered 03:15 PM 10/09/2014 Filed 03:09 PM 10/09/2014 SRV 141276924 – 5618663 FILE CERTIFICATE OF FORMATION OF ESTERLINE GEORGIA US LLC ARTICLE 1. NAME The name of the limited liability company is Esterline Georgia US LLC. ARTICLE 2. REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of |
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April 2, 2019 |
Amended and Restated Limited Liability Company Agreement of Esterline Georgia US LLC EX-3.197 Exhibit 3.197 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ESTERLINE GEORGIA US LLC A DELAWARE LIMITED LIABILITY COMPANY The undersigned, being the sole member of Esterline Georgia US LLC, a Delaware limited liability company (the “Company”), does hereby execute this Amended and Restated Limited Liability Company Agreement of the Company (this “Limited Liability Company Agr |
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April 2, 2019 |
Amended and Restated Bylaws of Avista, Incorporated EX-3.203 Exhibit 3.203 AMENDED AND RESTATED BYLAWS OF AVISTA, INCORPORATED, A WISCONSIN CORPORATION ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors, the consideration of |
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April 2, 2019 |
Certificate of Incorporation, as amended, of Mason Electric Co. EX-3.212 Exhibit 3.212 CERTIFICATE OF INCORPORATION OF ME ACQUISITION CO. * * * * * A STOCK CORPORATION Pursuant to Section 102 of the Delaware General Corporation Law ARTICLE I. NAME The name of the corporation (the “Corporation”) is ME ACQUISITION CO. ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT The address of its registered office in the State of Delaware is c/o Corporation Trust Center, |
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April 2, 2019 |
Limited Liability Company Articles of Organization of Sunbank Family of Companies LLC EX-3.226 Exhibit 3.226 State of California Bill Jones Secretary of State LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION LLC-1 IMPORTANT - Read the instructions before completing the form. This document is presented for filing pursuant to Section 17050 of the California Corporations Code. 1. Limited liability company name, (End the name with “LLC” or “Limited Liability Company”. No periods bet |
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April 2, 2019 |
Amended and Restated Bylaws of Armtec Countermeasures TNO Co. EX-3.235 Exhibit 3.235 AMENDED AND RESTATED BYLAWS OF ARMTEC COUNTERMEASURES TNO CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the trans |
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April 2, 2019 |
Certificate of Incorporation, as amended, of Esterline Sensors Services Americas, Inc. EX-3.204 Exhibit 3.204 CERTIFICATE OF INCORPORATION OF AUXITROL CO. 1. The name of the corporation is: AUXITROL CO. 2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 3. The nature of the business or purposes t |
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April 2, 2019 |
Amended and Restated Bylaws of Hytek Finishes Co. EX-3.209 Exhibit 3.209 AMENDED AND RESTATED BYLAWS OF HYTEK FINISHES CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction of su |
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April 2, 2019 |
Certificate of Formation of 17111 Waterview Pkwy LLC EX-3.220 48 d651555dex3220.htm EX-3.220 Exhibit 3.220 CERTIFICATE OF FORMATION OF 17111 WATERVIEW PKWY LLC ARTICLE 1. NAME The name of the limited liability company is 17111 Waterview Pkwy LLC ARTICLE 2. REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of this limited liability company in Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New |
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April 2, 2019 |
Limited Liability Company Agreement of 17111 Waterview Pkwy LLC EX-3.221 Exhibit 3.221 LIMITED LIABILITY COMPANY AGREEMENT OF 17111 WATERVIEW PKWY LLC CONTENTS RECITALS 1 AGREEMENT 1 1. Organization of Company 1 1.1 Name 1 1.2 Formation 1 1.3 Term 1 1.4 Registered Agent 1 2. Rules of Construction 2 3. Purpose 2 4. Principal Office 2 5. The Member 2 6. Management of the Company 2 6.1 Manager 2 6.2 Authority of Manager 2 6.3 Limitation on Authority of Manager 2 |
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April 2, 2019 |
Limited Liability Company Articles of Organization, as amended, of Joslyn Sunbank Company, LLC EX-3.228 Exhibit 3.228 State of California Bill Jones Secretary of State LIMITED LIABILITY COMPANY ARTICLES OF ORGANIZATION LLC-1 IMPORTANT - Read the instructions before completing the form. This document is presented for filing pursuant to Section 17050 or the California Corporations Code. 1. Limited liability company name, (End the name with “LLC” or “Limited Liability Company”. No periods bet |
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April 2, 2019 |
Certificate of Incorporation of Armtec Countermeasures Co. EX-3.232 60 d651555dex3232.htm EX-3.232 Exhibit 3.232 CERTIFICATE OF INCORPORATION OF ARMTEC COUNTERMEASURES CO. The undersigned, as incorporator of a corporation under the General Corporation Law of Delaware, adopts the following Certificate of Incorporation: ARTICLE 1. NAME The name of this corporation is Armtec Countermeasures Co. ARTICLE 2. REGISTERED OFFICE AND AGENT The address of the regist |
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April 2, 2019 |
EX-24.74 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, CMC Electronics Aurora LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. CMC ELECTRONICS AURORA LLC By: Esterline US LLC, its sole member By: Esterline Technologies |
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April 2, 2019 |
EX-24.79 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Angus Electronics Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ANGUS ELECTRONICS CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer P |
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April 2, 2019 |
Amended and Restated Bylaws of Leach International Corporation EX-3.183 11 d651555dex3183.htm EX-3.183 Exhibit 3.183 AMENDED AND RESTATED BYLAWS OF LEACH INTERNATIONAL CORPORATION, A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the ele |
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April 2, 2019 |
Amended and Restated By-laws of Norwich Aero Products, Inc. Exhibit 3.217 AMENDED AND RESTATED BY-LAWS OF NORWICH AERO PRODUCTS, INC., A NEW YORK CORPORATION ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors, the consideration of re |
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April 2, 2019 |
Amended and Restated Bylaws of Esterline Sensors Services Americas, Inc. EX-3.205 Exhibit 3.205 AMENDED AND RESTATED BYLAWS OF ESTERLINE SENSORS SERVICES AMERICAS, INC., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors an |
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April 2, 2019 |
Amended and Restated Limited Liability Company Agreement of CMC Electronics Aurora LLC EX-3.191 Exhibit 3.191 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CMC ELECTRONICS AURORA LLC A DELAWARE LIMITED LIABILITY COMPANY The undersigned, being the sole member of CMC Electronics Aurora LLC, a Delaware limited liability company (the “Company”), does hereby execute this Amended and Restated Limited Liability Company Agreement of the Company (this “Limited Liability Company |
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April 2, 2019 |
Amended and Restated Bylaws of Esterline International Company EX-3.179 Exhibit 3.179 AMENDED AND RESTATED BYLAWS OF ESTERLINE INTERNATIONAL COMPANY, A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the tran |
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April 2, 2019 |
EX-24.90 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Korry Electronics Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. KORRY ELECTRONICS CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer P |
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April 2, 2019 |
EX-24.85 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Mason Electric Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. MASON ELECTRIC CO. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer POWER O |
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April 2, 2019 |
EX-24.71 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Leach Technology Group, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. LEACH TECHNOLOGY GROUP, INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Titl |
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April 2, 2019 |
Amended and Restated Bylaws of Armtec Defense Products Co. EX-3.231 Exhibit 3.231 AMENDED AND RESTATED BYLAWS OF ARMTEC DEFENSE PRODUCTS CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transact |
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April 2, 2019 |
EX-4.15 Exhibit 4.15 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 to Indenture Dated as of June 4, 2014 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., |
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April 2, 2019 |
Consent of Lewis, Brisbois, Bisgaard & Smith LLP (included in Exhibit 5.8 hereto) EX-5.8 Exhibit 5.8 6385 S. Rainbow Boulevard, Suite 600 Las Vegas, Nevada 89118 April 2, 2019 TransDigm UK Holdings plc Suite 1, 3rd Floor 11-12 St. James Square London, United Kingdom SW1Y 4LB Re: Registration Statement on Form S-4/A Filed by TransDigm UK Holdings plc Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Nevada counsel to Gamesman Inc., |
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April 2, 2019 |
EX-4.58 Exhibit 4.58 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 to Indenture Dated as of February 13, 2019 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., |
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April 2, 2019 |
As filed with the Securities and Exchange Commission on April 2, 2019 S-4/A Table of Contents As filed with the Securities and Exchange Commission on April 2, 2019 Registration No. |
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April 2, 2019 |
Consent of Perkins Coie LLP (included in Exhibit 5.7 hereto) EX-5.7 Exhibit 5.7 April 2, 2019 TransDigm UK Holdings plc 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Amendment No. 1 to Registration Statement on Form S-4 Filed by TransDigm UK Holdings plc Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Wisconsin state counsel to Avista, Incorporated, a Wisconsin corporation (“Avista”), in connecti |
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April 2, 2019 |
EX-4.60 Exhibit 4.60 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and US Collateral Agent AND THE BANK OF NEW YORK MELLON, as UK Collateral Agent FIRST SUPPLEMENTAL INDENTURE Dated as of March 29, 2019 to Indenture Dated as of February 13, 2019 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GU |
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April 2, 2019 |
Amended and Restated Bylaws of Memtron Technologies Co. EX-3.225 Exhibit 3.225 AMENDED AND RESTATED BYLAWS OF MEMTRON TECHNOLOGIES CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction |
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April 2, 2019 |
Certificate of Incorporation, as amended, of Memtron Technologies Co. EX-3.224 Exhibit 3.224 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 03:00 PM 04/17/1998 981147415 – 2885398 CERTIFICATE OF INCORPORATION OF MEMTRON PURCHASE CO. ARTICLE 1. NAME The name of this corporation is Memtron Purchase Co. ARTICLE 2. REGISTERED OFFICE AND AGENT The address of the initial registered office of this corporation is Corporation Trust Center, 1209 Orange St |
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April 2, 2019 |
Certificate of Incorporation of Korry Electronics Co. EX-3.222 Exhibit 3.222 CERTIFICATE OF INCORPORATION OF KORRY ELECTRONICS CO. * * * * * A STOCK CORPORATION ARTICLE I. NAME The name of the corporation is KORRY ELECTRONICS CO. ARTICLE II. REGISTERED OFFICE AND REGISTERED AGENT The address of its registered office in the State of Delaware is corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of |
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April 2, 2019 |
Certificate of Incorporation, as amended, of Palomar Products, Inc. EX-3.218 Exhibit 3.218 CERTIFICATE OF INCORPORATION OF Hughes TPD, Inc. FIRST: The name of the corporation is: Hughes TPD, Inc. SECOND: The address of the corporation’s 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. THIRD: |
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April 2, 2019 |
EX-24.68 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline International Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE INTERNATIONAL COMPANY By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandal |
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April 2, 2019 |
EX-24.81 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Esterline Sensors Services Americas, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. ESTERLINE SENSORS SERVICES AMERICAS, INC. By: /s/ Jonathan D. Crandall Name: |
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April 2, 2019 |
EX-24.98 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Gamesman Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 2nd day of April, 2019. GAMESMAN INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: Treasurer POWER OF ATTORNEY |
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April 2, 2019 |
EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its char |
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April 2, 2019 |
Amended and Restated Bylaws of TA Aerospace Co. EX-3.187 Exhibit 3.187 AMENDED AND RESTATED BYLAWS OF TA AEROSPACE CO., A CALIFORNIA CORPORATION ARTICLE I Meetings of Shareholders Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors, the consideration of rep |
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April 2, 2019 |
Certificate of Formation of CMC Electronics Aurora LLC EX-3.190 Exhibit 3.190 CERTIFICATE OF INCORPORATION of MARCONI COMPANY, INC. FIRST: The name of the Corporation is Marconi Company, Inc. SECOND: The address of the Corporation’s registered office in the State of Delaware is 306 South State Street, in the City of Dover, County of Kent. The name of its registered agent at such address is United States Corporation Company. THIRD: The nature of the bu |
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April 2, 2019 |
Amended and Restated Bylaws of Angus Electronics Co. EX-3.201 Exhibit 3.201 AMENDED AND RESTATED BYLAWS OF ANGUS ELECTRONICS CO., A DELAWARE CORPORATION ARTICLE I Meetings of Stockholders Section 1. Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors and the transaction of |
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April 2, 2019 |
Amended and Restated Articles of Incorporation of NMC Group Inc. EX-3.214 Exhibit 3.214 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF NMC GROUP, INC. ROBERT M. STEPHEN and BARBARA M. STEPHEN certify that, in accordance with Section 907 of the California Corporations Code (the “Code”): 1. They are the President and Secretary, respectively, of NMC GROUP, INC., a California corporation (the “Corporation”). 2. Article IV of the Amended and Restated Artic |
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November 9, 2018 |
EX-24.21 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, McKechnie Aerospace Holdings, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. MCKECHNIE AEROSPACE HOLDINGS, INC. By: /s/ Michael J. Lisman Name: Michael J. Li |
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November 9, 2018 |
EX-99.3 Exhibit 99.3 TRANSDIGM UK HOLDINGS PLC OFFER TO EXCHANGE UP TO $500,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 6.875% SENIOR SUBORDINATED NOTES DUE 2026 FOR ALL OF ITS OUTSTANDING 6.875% SENIOR SUBORDINATED NOTES DUE 2026 SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED To Our Clients: Enclosed for your consideration is a Prospectus dated , (as the |
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November 9, 2018 |
Power of Attorney with respect to Skandia, Inc. (included in the signature pages hereto) EX-24.65 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Skandia, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. SKANDIA, INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: Chief Executive Officer POWER |
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November 9, 2018 |
Power of Attorney with respect to Johnson Liverpool LLC (included in the signature pages hereto) EX-24.55 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Johnson Liverpool LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. JOHNSON LIVERPOOL LLC By: Young & Franklin Inc., its sole member By: /s/ Michael J. Lisman Na |
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November 9, 2018 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Adams Rite Aerospace, Inc. |
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November 9, 2018 |
Power of Attorney with respect to ILC Holdings, Inc. (included in the signature pages hereto) EX-24.49 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, ILC Holdings, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. ILC HOLDINGS, INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: President POWER OF A |
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November 9, 2018 |
EX-24.34 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Whippany Actuation Systems, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Michael |
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November 9, 2018 |
Power of Attorney with respect to Arkwin Industries, Inc. (included in the signature pages hereto) EX-24.33 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Arkwin Industries, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. ARKWIN INDUSTRIES, INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: Chief Exec |
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November 9, 2018 |
Power of Attorney with respect to Dukes Aerospace, Inc. (included in the signature pages hereto) EX-24.15 24 d651555dex2415.htm EX-24.15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Dukes Aerospace, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. DUKES AEROSPACE, INC. By: /s/ Michael J. Lisman Name: Michael |
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November 9, 2018 |
Power of Attorney with respect to Champion Aerospace LLC (included in the signature pages hereto) EX-24.4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Champion Aerospace LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. CHAMPION AEROSPACE LLC By: TransDigm Inc., its sole member By: /s/ Michael J. Lisman Name: Mi |
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November 9, 2018 |
Power of Attorney with respect to Pexco Aerospace, Inc. (included in the signature pages hereto) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Pexco Aerospace, Inc. |
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November 9, 2018 |
Form of Notice of Guaranteed Delivery Exhibit 99.2 TRANSDIGM UK HOLDINGS PLC EXCHANGE OFFER TO HOLDERS OF ITS 6.875% SENIOR SUBORDINATED NOTES DUE 2026 NOTICE OF GUARANTEED DELIVERY As set forth in the Prospectus dated , (the “Prospectus”) of TransDigm UK Holdings plc (“Company”) under the heading “The Exchange Offer—How to Tender” and in the Letter of Transmittal (the “Letter of Transmittal”) relating to the offer (the “Exchange Offe |
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November 9, 2018 |
Power of Attorney with respect to Transicoil LLC (included in the signature pages hereto) EX-24.12 21 d651555dex2412.htm EX-24.12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Transicoil LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: / |
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November 9, 2018 |
Power of Attorney with respect to Semco Instruments, Inc. (included in the signature pages hereto) EX-24.18 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Semco Instruments, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. SEMCO INSTRUMENTS, INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: Chief Exec |
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November 9, 2018 |
Power of Attorney with respect to Texas Rotronics, Inc. (included in the signature pages hereto) EX-24.23 32 d651555dex2423.htm EX-24.23 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Texas Rotronics, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. TEXAS ROTRONICS, INC. By: /s/ Michael J. Lisman Name: Michael |
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November 9, 2018 |
EX-24.30 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Shield Restraint Systems, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. SHIELD RESTRAINT SYSTEMS, INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Tit |
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November 9, 2018 |
EX-24.31 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Bridport-Air Carrier, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. BRIDPORT-AIR CARRIER, INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: Chie |
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November 9, 2018 |
EX-24.32 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Bridport Erie Aviation, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. BRIDPORT ERIE AVIATION, INC. By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall T |
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November 9, 2018 |
Power of Attorney with respect to Airborne Holdings, Inc. (included in the signature pages hereto) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Airborne Holdings, Inc. |
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November 9, 2018 |
EX-24.52 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Beta Transformer Technology LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, its so |
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November 9, 2018 |
Power of Attorney with respect to Kirkhill Inc. (included in the signature pages hereto) EX-24.58 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Kirkhill, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. KIRKHILL INC. By: /s/ Kevin McHenry Name: Kevin McHenry Title: President POWER OF ATTORNEY Each pers |
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November 9, 2018 |
EX-24.59 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Extant Components Group Holdings, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. EXTANT COMPONENTS GROUP HOLDINGS, INC. By: /s/ Michael J. Lisman Name: Micha |
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November 9, 2018 |
Consent of Perkins Coie LLP (included in Exhibit 5.3 hereto) EX-5.3 Exhibit 5.3 November 9, 2018 TransDigm UK Holdings plc 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm UK Holdings plc Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Washington state counsel to TransDigm UK Holdings plc, a public limited company incorporated under the laws of E |
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November 9, 2018 |
Exhibit 99.1 TRANSDIGM UK HOLDINGS PLC 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 LETTER OF TRANSMITTAL FOR 6.875% SENIOR SUBORDINATED NOTES DUE 2026 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , , UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M, NEW YORK CITY TIME, ON THE EXPIRATION DATE. Exchange Agent: THE BANK OF NEW YORK |
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November 9, 2018 |
Consent of Shipman & Goodwin LLP (included in Exhibit 5.4 hereto) EX-5.4 Exhibit 5.4 November 9, 2018 TransDigm UK Holdings plc 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Re: Registration Statement on Form S-4 Filed by TransDigm UK Holdings plc Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as Connecticut counsel to HarcoSemco LLC, a Connecticut limited liability company (“HarcoSemco”), in connection with the Re |
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November 9, 2018 |
EX-24.54 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Tactair Fluid Controls, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. TACTAIR FLUID CONTROLS, INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: |
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November 9, 2018 |
Power of Attorney with respect to Telair International LLC (included in the signature pages hereto) EX-24.46 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Telair International LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. TELAIR INTERNATIONAL LLC By: Telair US LLC, its sole member By: TransDigm Inc., its sole m |
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November 9, 2018 |
EX-24.43 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Avionics Specialties, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. AVIONICS SPECIALTIES, INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: Pres |
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November 9, 2018 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Aviation Technologies, Inc. |
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November 9, 2018 |
Power of Attorney with respect to Schneller LLC (included in the signature pages hereto) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Schneller LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. |
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November 9, 2018 |
Power of Attorney with respect to HarcoSemco LLC (included in the signature pages hereto) EX-24.26 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, HarcoSemco LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. HARCOSEMCO LLC By: TransDigm Inc., its sole member By: /s/ Michael J. Lisman Name: Michael J. Lisman |
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November 9, 2018 |
Power of Attorney with respect to Bridport Holdings, Inc. (included in the signature pages hereto) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Bridport Holdings, Inc. |
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November 9, 2018 |
Power of Attorney with respect to AmSafe, Inc. (included in the signature pages hereto) EX-24.29 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, AmSafe, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. AMSAFE, INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: Chairman of the Board of Directo |
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November 9, 2018 |
EX-24.3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, TransDigm Group Incorporated has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. TRANSDIGM GROUP INCORPORATED By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: C |
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November 9, 2018 |
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Airborne Systems North America Inc. |
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November 9, 2018 |
EX-24.6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, MarathonNorco Aerospace, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. MARATHONNORCO AEROSPACE, INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: |
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November 9, 2018 |
Power of Attorney with respect to CDA Intercorp LLC (included in the signature pages hereto) EX-24.9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, CDA InterCorp LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. CDA INTERCORP LLC By: TransDigm Inc., its sole member By: /s/ Michael J. Lisman Name: Michael J. L |
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November 9, 2018 |
EX-24.20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, McKechnie Aerospace DE, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. MCKECHNIE AEROSPACE DE, INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: |
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November 9, 2018 |
Power of Attorney with respect to Aerosonic LLC (included in the signature pages hereto) EX-24.35 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Aerosonic LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. AEROSONIC LLC By: TransDigm Inc., its sole member By: /s/ Michael J. Lisman Name: Michael J. Lisman T |
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November 9, 2018 |
Power of Attorney with respect to Airborne Global, Inc. (included in the signature pages hereto) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Airborne Global, Inc. |
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November 9, 2018 |
Power of Attorney with respect to Data Device Corporation (included in the signature pages hereto) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Data Device Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. |
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November 9, 2018 |
Power of Attorney with respect to Avionic Instruments LLC (included in the signature pages hereto) EX-24.7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Avionic Instruments LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. AVIONIC INSTRUMENTS LLC By: TransDigm Inc., its sole member By: /s/ Michael J. Lisman Name: |
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November 9, 2018 |
EX-24.64 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, TEAC Aerospace Technologies, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. TEAC AEROSPACE TECHNOLOGIES, INC. By: /s/ James F. Gerwien Name: James F. Gerwien |
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November 9, 2018 |
EX-24.63 72 d651555dex2463.htm EX-24.63 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, TEAC Aerospace Holdings, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. TEAC AEROSPACE HOLDINGS, INC. By: /s/ Michael J. Lisma |
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November 9, 2018 |
Power of Attorney with respect to Breeze-Eastern LLC (included in the signature pages hereto) EX-24.48 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Breeze-Eastern LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. BREEZE-EASTERN LLC By: TransDigm Inc., its sole member By: /s/ Michael J. Lisman Name: Michael J |
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November 9, 2018 |
Power of Attorney with respect to PneuDraulics, Inc. (included in the signature pages hereto) EX-24.44 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, PneuDraulics, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. PNEUDRAULICS, INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: Chief Executive Offi |
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November 9, 2018 |
EX-24.24 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Electromech Technologies LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. ELECTROMECH TECHNOLOGIES LLC By: McKechnie Aerospace US LLC, its sole member By: McKec |
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November 9, 2018 |
Power of Attorney with respect to CEF Industries, LLC (included in the signature pages hereto) EX-24.16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, CEF Industries, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. CEF INDUSTRIES, LLC By: TransDigm Inc., its sole member By: /s/ Michael J. Lisman Name: Michael |
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November 9, 2018 |
Power of Attorney with respect to AeroControlex Group, Inc. (included in the signature pages hereto) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, AeroControlex Group, Inc. |
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November 9, 2018 |
EX-24.51 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Beta Transformer Technology Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. BETA TRANSFORMER TECHNOLOGY CORPORATION By: /s/ Michael J. Lisman Name: Mic |
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November 9, 2018 |
EX-24.60 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Extant Components Group Intermediate, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. EXTANT COMPONENTS GROUP INTERMEDIATE, INC. By: /s/ Michael J. Lisman Nam |
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November 9, 2018 |
Power of Attorney with respect to Symetrics Industries, LLC (included in the signature pages hereto) EX-24.61 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Symetrics Industries, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. SYMETRICS INDUSTRIES, LLC By: Symetrics Technology Group, LLC, its sole member By: Extant |
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November 9, 2018 |
Consent of Greenbaum, Rowe, Smith & Davis LLP (included in Exhibit 5.6 hereto) EX-5.6 Exhibit 5.6 75 LIVINGSTON AVENUE SUITE 301 ROSELAND, NJ 07068-3701 (973) 535-1600 FAX (973) 535-1698 [email protected] WWW.GREENBAUMLAW.COM WOODBRIDGE OFFICE: METRO CORPORATE CAMPUS ONE P.O.BOX 5600 WOODBRIDGE, NJ 07095-0988 (732) 549-5600 FAX (732) 549-1881 DELIVERY ADDRESS: 99 WOOD AVENUE SOUTH ISELIN , NJ 08830-2712 NEW YORK OFFICE: 750 THIRD AVENUE 9TH FLOOR NEW YORK, NY 10017 (212) |
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November 9, 2018 |
Power of Attorney with respect to TransDigm UK Holdings plc (included in the signature pages hereto) EX-24.1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, TransDigm UK Holdings plc has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. TRANSDIGM UK HOLDINGS PLC By: /s/ Jonathan D. Crandall Name: Jonathan D. Crandall Title: D |
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November 9, 2018 |
Power of Attorney with respect to AvtechTyee, Inc. (included in the signature pages hereto) EX-24.11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, AvtechTyee, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. AVTECHTYEE, INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: Chief Executive Officer |
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November 9, 2018 |
Power of Attorney with respect to Acme Aerospace, Inc. (included in the signature pages hereto) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Acme Aerospace, Inc. |
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November 9, 2018 |
CORRESP November 9, 2018 Correspondence Filing Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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November 9, 2018 |
Power of Attorney with respect to Hartwell Corporation (included in the signature pages hereto) EX-24.19 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Hartwell Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. HARTWELL CORPORATION By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: Chairman of the |
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November 9, 2018 |
Power of Attorney with respect to TransDigm Inc. (included in the signature pages hereto) EX-24.2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, TransDigm Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. TRANSDIGM INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: Chief Financial Officer POWER |
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November 9, 2018 |
EX-24.27 36 d651555dex2427.htm EX-24.27 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, AmSafe Global Holdings, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. AMSAFE GLOBAL HOLDINGS, INC. By: /s/ Michael J. Lisman |
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November 9, 2018 |
Power of Attorney with respect to Airborne Systems NA Inc. (included in the signature pages hereto) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Airborne Systems NA Inc. |
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November 9, 2018 |
Power of Attorney with respect to Telair US LLC (included in the signature pages hereto) EX-24.45 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Telair US LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. TELAIR US LLC By: TransDigm Inc., its sole member By: /s/ Michael J. Lisman Name: Michael J. Lisman T |
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November 9, 2018 |
EX-24.56 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, North Hills Signal Processing Corp. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. NORTH HILLS SIGNAL PROCESSING CORP. By: /s/ Michael J. Lisman Name: Michael J. |
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November 9, 2018 |
As filed with the Securities and Exchange Commission on November 9, 2018 Table of Contents As filed with the Securities and Exchange Commission on November 9, 2018 Registration No. |
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November 9, 2018 |
EX-99.4 Exhibit 99.4 TRANSDIGM UK HOLDINGS PLC OFFER TO EXCHANGE UP TO $500,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 6.875% SENIOR SUBORDINATED NOTES DUE 2026 FOR ALL OF ITS OUTSTANDING 6.875% SENIOR SUBORDINATED NOTES DUE 2026 SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED To Securities Dealers, Commercial Banks Trust Companies And Other Nominees: Encl |
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November 9, 2018 |
Consent of McGuireWoods LLP (included in Exhibit 5.5 hereto) EX-5.5 Exhibit 5.5 November 9, 2018 TransDigm UK Holdings plc 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 Subject: Registration Statement on Form S-4 Filed by TransDigm UK Holdings plc Relating to the Exchange Offer (as defined below) Ladies and Gentlemen: We have acted as special Virginia counsel to AVIONICS SPECIALTIES, INC., a Virginia corporation (“Avionics” and the “Virginia Subsid |
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November 9, 2018 |
Power of Attorney with respect to Skurka Aerospace Inc. (included in the signature pages hereto) EX-24.8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Skurka Aerospace Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. SKURKA AEROSPACE INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: Chairman of the |
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November 9, 2018 |
EX-24.57 66 d651555dex2457.htm EX-24.57 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, North Hills Signal Processing Overseas Corp. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. NORTH HILLS SIGNAL PROCESSING OVERSEAS |
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November 9, 2018 |
EX-24.42 51 d651555dex2442.htm EX-24.42 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Airborne Systems North America of NJ Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. |
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November 9, 2018 |
EX-24.22 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, McKechnie Aerospace US LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. MCKECHNIE AEROSPACE US LLC By: McKechnie Aerospace DE, Inc., its sole member By: /s/ Mic |
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November 9, 2018 |
Power of Attorney with respect to Bruce Aerospace Inc. (included in the signature pages hereto) EX-24.17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Bruce Aerospace Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. BRUCE AEROSPACE INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: Chief Executive |
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November 9, 2018 |
EX-24.36 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Airborne Acquisition, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. AIRBORNE ACQUISITION, INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: Chie |
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November 9, 2018 |
EX-24.40 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Airborne Systems North America of CA Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. By: /s/ Bryce Wiedeman Name: Br |
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November 9, 2018 |
Power of Attorney with respect to Young & Franklin Inc. (included in the signature pages hereto) EX-24.53 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Young & Franklin Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. YOUNG & FRANKLIN INC. By: /s/ Michael J. Lisman Name: Michael J. Lisman Title: Chief Executiv |
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November 9, 2018 |
EX-24.62 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Symetrics Technology Group, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cleveland, State of Ohio, on the 9th day of November, 2018. SYMETRICS TECHNOLOGY GROUP, LLC By: Extant Components Group Intermediate, Inc., its |
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November 9, 2018 |
EX-25.1 Exhibit 25.1 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A |
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May 24, 2017 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-217850 PROSPECTUS TransDigm Inc. OFFER TO EXCHANGE Up to $300,000,000 aggregate principal amount of its 6.500% Senior Subordinated Notes due 2025 registered under the Securities Act of 1933 for any and all outstanding 6.500% Senior Subordinated Notes due 2025 that were issued on March 1, 2017 • We are offering to exchange new |
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May 22, 2017 |
May 22, 2017 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Anne Nguyen Parker, Assistant Director, Office of Transportation and Leisure Donald E. |
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May 10, 2017 |
Exhibit 99.1 TRANSDIGM INC. 1301 East 9th Street, Suite 3000 Cleveland, Ohio 44114 LETTER OF TRANSMITTAL FOR 6.500% SENIOR SUBORDINATED NOTES DUE 2025 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , UNLESS EXTENDED (THE ?EXPIRATION DATE?). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M, NEW YORK CITY TIME, ON THE EXPIRATION DATE Exchange Agent: THE BANK OF NEW YORK MELLON TRUST C |
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May 10, 2017 |
Exhibit 4.44 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of May 9, 2017 to Indenture Dated as of June 9, 2016 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee 6.3 |
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May 10, 2017 |
CERTIFICATE OF INCORPORATION PORTA SYSTEMS OVERSEAS CORP. Exhibit 3.131 CERTIFICATE OF INCORPORATION OF PORTA SYSTEMS OVERSEAS CORP. FIRST: The name of the Corporation is PORTA SYSTEMS OVERSEAS CORP. SECOND: The registered office of the Corporation in the State of Delaware is to be located at 306 South State Street, City of Dover, County of Kent. Its registered agent at such address is United States Corporation Company. THIRD: The purpose of the Corporat |
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May 10, 2017 |
CERTIFICATE OF FORMATION WINGS ACQUISITION CO LLC EX-3.141 Exhibit 3.141 State of Delaware Secretary of State Division of Corporations Delivered 01:04 PM 12/13/2016 FILED 01:04 PM 12/13/2016 SR 20167049684 - File Number 6248336 CERTIFICATE OF FORMATION OF WINGS ACQUISITION CO LLC This Certificate of Formation of Wings Acquisition Co LLC (the “LLC”), dated as of December 13, 2016, is being duly executed and filed by Dennis B. Angers, as an authori |
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May 10, 2017 |
Exhibit 4.13 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee ELEVENTH SUPPLEMENTAL INDENTURE Dated as of May 9, 2017 to Indenture Dated as of October 15, 2012 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trust |
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May 10, 2017 |
Secretary of State Division of Corporations Exhibit 3.129 State of Delaware Secretary of State Division of Corporations Delivered 04:37 PM 06/27/2014 FILED 04:37 PM 06/27/2014 SRV 140895955 - 0784156 FILE RESTATED CERTIFICATE OF INCORPORATION OF NORTH HILLS SIGNAL PROCESSING CORP. North Hills Signal Processing Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?corporation?), does her |
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May 10, 2017 |
EX-4.39 13 d390520dex439.htm EX-4.39 Exhibit 4.39 TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of May 9, 2017 to Indenture Dated as of May 14, 2015 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELL |