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- S-4 Registration of securities issued in business combination transactions
- 3.02 Certificate of Formation of Alliance Surgery Augusta, LLC
- 3.02 Amended and Restated Regulations of Alliance Surgery Augusta, LLC
- 3.03 Certificate of Formation of Alliance Surgery Biloxi, L.L.C.
- 3.03 Amended and Restated Regulations of Alliance Surgery Biloxi, L.L.C.
- 3.04 Certificate of Formation of Alliance Surgery Birmingham, LLC
- 3.04 Amended and Restated Regulations of Alliance Birmingham, LLC
- 3.05 Certificate of Renewal and Revival of Charter of Alliance Surgery, Inc.
- 3.05 Bylaws of Alliance Surgery, Inc.
- 3.09 Articles of Incorporation of Usp Maryland, Inc.
- 3.09 Amended and Restated Bylaws of Usp Maryland, Inc.
- 3.10 Certificate of Incorporation of Healthmark Partners, Inc.
- 3.10 Bylaws of Healthmark Partners, Inc.
- 3.11 Articles of Organization of Implant Solutions, LLC
- 3.11 Regulations of Implant Solutions, LLC
- 3.23 Renewal of Registration of Shoreline Real Estate Partnership, LLP
- 3.23 1ST Amendment to Partnership Agreement of Shoreline Real Estate Partnership, LLP
- 3.28 Articles of Organization of Surgical Health Partners, LLC
- 3.28 Operating Agreement of Surgical Health Partners, LLC
- 3.37 Certificate of Incorporation of Titan Health Corporation
- 3.37 Bylaws of Titan Health Corporation
- 3.38 Articles of Incorporation of Titan Health of Chattanooga, Inc.
- 3.38 Bylaws of Titan Health of Chattanooga, Inc.
- 3.39 Articles of Incorporation of Titan Health of Hershey, Inc.
- 3.39 Bylaws of Titan Health of Hershey, Inc.
- 3.40 Articles of Incorporation of Titan Health of Miami, Inc.
- 3.40 Bylaws of Titan Health of Miami, Inc.
- 3.41 Articles of Organization of Titan Health of Mount Laurel, LLC
- 3.41 Amended and Restated Operating Agreement of Titan Health of Mount Laurel, LLC
- 3.42 Articles of Incorporation of Titan Health of North Haven, Inc.
- 3.42 Bylaws of Titan Health of North Haven, Inc.
- 3.43 Articles of Incorporation of Titan Health of Pittsburgh, Inc.
- 3.43 Bylaws of Titan Health of Pittsburgh, Inc.
- 3.44 Articles of Incorporation of Titan Health of Pleasant Hills, Inc.
- 3.44 Bylaws of Titan Health of Pleasant Hills, Inc.
- 3.45 Articles of Incorporation of Titan Health of Princeton, Inc.
- 3.45 Bylaws of Titan Health of Princeton, Inc.
- 3.46 Articles of Incorporation of Titan Health of Sacramento, Inc.
- 3.46 Bylaws of Titan Health of Sacramento, Inc.
- 3.47 Articles of Incorporation of Titan Health of Saginaw, Inc.
- 3.47 Bylaws of Titan Health of Saginaw, Inc.
- 3.48 Articles of Incorporation of Titan Health of Titusville, Inc.
- 3.48 Bylaws of Titan Health of Titusville, Inc.
- 3.49 Cert. of Amendment of Articles of Incorporation - Titan Health of West Penn Inc.
- 3.49 Bylaws of Titan Health of West Penn, Inc.
- 3.50 Articles of Incorporation of Titan Health of Westminster, Inc.
- 3.50 Bylaws of Titan Health of Westminster, Inc.
- 3.51 Articles of Incorporation of Titan Management Corporation
- 3.51 Bylaws of Titan Management Corporation
- 3.56 Certificate of Formation Usp Beaumont, Inc.
- 3.56 Bylaws of Usp Beaumont, Inc.
- 3.57 Articles of Incorporation of Usp Birmingham, Inc.
- 3.57 Bylaws of Usp Birmingham, Inc.
- 3.62 Initial Articles of Incorporation Usp Cincinnati, Inc.
- 3.62 Bylaws of Usp Cincinnati, Inc.
- 3.67 Articles of Incorporation of Usp Denver, Inc.
- 3.67 Bylaws of Usp Denver, Inc.
- 3.71 Articles of Incorporation of Usp Encinitas Endoscopy, Inc.
- 3.71 Bylaws of Usp Encinitas Endoscopy, Inc.
- 3.72 Articles of Incorporation of Usp Fenton, Inc.
- 3.72 Bylaws of Usp Fenton, Inc.
- 3.73 Articles of Incorporation of Usp Festus, Inc.
- 3.73 Bylaws of Usp Festus, Inc.
- 3.77 Articles of Incorporation of Usp Gateway, Inc.
- 3.77 Bylaws of Usp Gateway, Inc.
- 3.82 Certificate of Incorporation Usp Jersey City Inc.
- 3.82 Bylaws of Usp Jersey City Inc.
- 3.84 Charter of Usp Knoxville, Inc.
- 3.84 Bylaws of Usp Knoxville, Inc.
- 3.88 Articles of Incorporation of Usp Mattis, Inc.
- 3.88 Bylaws of Usp Mattis, Inc.
- 3.92 Articles of Incorporation of Usp MT. Vernon, Inc.
- 3.92 Bylaws of Usp MT. Vernon, Inc.
- 3.99 Articles of Incorporation of Usp Office Parkway, Inc.
- 3.99 Bylaws of Usp Office Parkway, Inc.
- 3.103 Articles of Incorporation of Usp Portland, Inc.
- 3.103 Bylaws of Usp Portland, Inc.
- 3.110 Articles of Incorporation of Usp ST. Louis, Inc.
- 3.110 Bylaws of Usp ST. Louis, Inc.
- 3.117 Articles of Incorporation of Usp Turnersville, Inc.
- 3.117 Bylaws of Usp Turnersville, Inc.
- 3.124 Articles of Incorporation of Uspi Stockton, Inc.
- 3.124 Bylaws of Uspi Stockton, Inc.
- 4.1 Indenture, Dated As of April 3, 2012
- 4.2 Supplemental Indenture, Dated As of April 3, 2012
- 4.5 Registration Rights Agreement, Dated April 3, 2012
- 4.6 Registration Rights Agreement Joinder, Dated As of April 3, 2012
- 5.1 Opinion of Ropes & Gray LLP
- 10.01 Second Amendment to the Credit Agreement
- 10.02 Incremental Facility Amendment
- 12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of United Surgical Partners International, Inc.
- 23.1 Consent of KPMG LLP
- 23.2 Consent of Pricewaterhousecoopers LLP
- 25.1 Form T-1 Statement of Eligibility
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
Exhibit 3.45(a)
3008385
ARTICLES OF INCORPORATION
OF
TITAN HEALTH OF TUALATIN, INC.
I
The name of this corporation is Titan Health of Tualatin. Inc.
II
The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
III
The name and address in the State of California of this corporation’s initial agent for service of process is
Marc D. Jang
2150 River Plaza Drive, Suite 185
Sacramento, CA 95833
IV
This corporation is authorized to issue only one class of shares of stock, and the total number of shares which this corporation is authorized to issue is One Thousand (1.000).
V
This corporation is a close corporation. All of the corporation’s issued shares of all classes shall be held of record by not more than thirty-five (35) persons
VI
The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the corporation and its shareholders
VII
The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law
DATED July 17, 2007
/s/ Marc D Jang |
Marc D Jang, Incorporator |
Page 2
A0695133
3008385
NCII | CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION |
The undersigned certify that:
1. | They are the president and chief financial officer, respectively, of TITAN HEALTH OF TUALATIN, INC., a California close corporation. |
2. | Article One of the Articles of Incorporation of this corporation is amended to read as follows: |
I
“The name of this corporation is Titan Health of Princeton, Inc.”
3. | The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors. |
4. | The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares of the corporation is one hundred (100). The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%. |
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
DATE: 08/18/09 | /s/ Marc D. Jang | |||
Marc D. Jang, President | ||||
DATE: 08/18/09 | /s/ Boyd Faust | |||
Boyd Faust, Chief Financial Officer |
August 18, 2009
Secretary of State
Corporate Filing Division
1500 11th Street, 3rd Floor
Sacramento, CA 95814
Re: | Use of Corporate Name |
To Whom It May Concern:
Titan Health Corporation hereby consents to the use of the name “Titan Health of Princeton Inc.” Titan Health Corporation also consents to the filing of the Certificate of Amendment, of Articles of Incorporation by Titan Health of Tualatin, Inc., changing the name to Titan Health of Princeton, Inc.
TITAN HEALTH CORPORATION, a Delaware corporation | ||
By | /s/ Marc D. Jang | |
Marc D. Jang | ||
Chief Executive Officer |