**Exhibit 3.7**

 

**CERTIFICATE OF ELIMINATION OF THE**

**SERIES B CONVERTIBLE**

**PARTICIPATING PREFERRED STOCK**

**OF**

**JARDEN CORPORATION**

 

**(Pursuant to Section 151(g) of the**

**General Corporation Law of the State of Delaware)**

 

Jarden Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the“Corporation”), certifies as follows: 

 

**FIRST**: The Certificate of Designations filed on January 19, 2005 and constituting part of the Corporation’s Restated Certificate of Incorporation, as amended (the “Certificate of Designations”) authorizesthe issuance of 500,000 shares of a series of Preferred Stock designated as Series B Convertible Participating Preferred Stock, par value $0.01 per share, with a stated value of $1,000 per share (the “Series B Preferred Stock”).

 

**SECOND**: Pursuant to the provisions ofSection 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors of the Corporation adopted the following resolutions: 

 

**RESOLVED**, that none of the authorized shares of the Series B Convertible Participating Preferred Stock, par value$0.01 per share, (the “Series B Preferred Stock”) are outstanding and none of the authorized shares of such series of preferred stock will be issued subject to the Certificate of Designations with respect to the Series B PreferredStock filed on January 19, 2005 and constituting part of the Corporation’s Restated Certificate of Incorporation, as amended (the “Certificate of Designations”); and 

 

**RESOLVED**, that the Secretary of the Corporation is authorized anddirected to execute a Certificate of Elimination as provided by Section 151(g) of the DGCL in accordance with Section 103 of the DGCL, substantially in the form attached as an exhibit to these resolutions, with such changes therein as theSecretary may approve and as are permitted by the DGCL to be made by such officer, such approval to be conclusively evidenced by the Secretary’s execution of such Certificate of Elimination, and to file the same forthwith in the Office of theSecretary of State of the State of Delaware, and when such Certificate of Elimination becomes effective, all references to the Series B Preferred Stock in the Restated Certificate of Incorporation, as amended of the Corporation shall be eliminatedand the shares of Series B Preferred Stock shall resume the status of authorized and unused shares of preferred stock of the Corporation, without designation as to series. 

**THIRD**: Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series BPreferred Stock in the Certificate of Incorporation of the Corporation hereby are eliminated, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Preferred Stock of theCorporation, without designation as to series. 

**IN WITNESS WHEREOF**, the Corporation has caused this certificate to be signed by Ian G.H. Ashken,its Chief Financial Officer and Secretary, this 7th day of November, 2005. 

 
JARDEN CORPORATION
/s/ Ian G.H. Ashken
Name: Ian G.H. AshkenTitle: Chief Financial Officer and Secretary