**Exhibit 3.32**

** **

**Thermadyne Industries Limited**

 

 

**Memorandum andArticles of AssociationCompany No. 1144214Incorporated on November 8, 1973**

 

 

**Companies Act 1948to 1967Company Limited by Shares**

 

----

 

**THE COMPANIES ACTS1948 TO 1967COMPANY LIMITED BY SHARES**

 

**MEMORANDUM OFASSOCIATION**

 

**- of –**

** **

**THERMADYNEINDUSTRIES LIMITED**

 

----

 

# 1.                                       The name ofthe Company is “THERMADYNE INDUSTRIES LIMITED”.

#  

# 2.                                       Theregistered office of the Company will be situate in England.

#  

# 3.                                       The objectsfor which the Company is established are:

#  

## (A)                              To carry onall or any of the following businesses namely:

##  

### (i)                                     manufacturers,importers, installers, maintainers, repairers of and dealers in oxy-acetylenetorches, welding equipment, acetylene cylinders, gas cylinders, industrial gasregulators and controls, medical gas regulators and controls, hydraulic pumpsand mechanical appliances and apparatus of every description, and of and inancillary requisites, supplies and mechanical apparatus, protective devices,appliances, components, equipment, and stores of all kinds.

###  

### (ii)                                  mechanicaland general engineers, manufacturers, and merchants of, agents for, and dealersin engineering specialties of every description.

###  

### (iii)                               thecarrying out of researches, investigations, and experimental work of every descriptionin relation to welding and hydraulic technology its application and use.

###  

## (B)                                To carry onany other business which in the opinion of the Directors of Company may seemcapable of being conveniently carried on in connection with or as

 

 

On January 27, 1989, the Company changed its name from Palco Limited.

 

----

 

## ancillaryto any of the above businesses or to be calculated directly or indirectly toenhance the value of or render profitable any property of the Company or tofurther any of its objects.

##  

## (C)                                Tomanufacture, buy, sell, and generally deal in any plant, machinery, tools,goods or things of any description, which in the opinion of the Company may beconveniently dealt with by the Company in connection with any of its objects.

##  

## (D)                               To build,construct, maintain, alter, enlarge, pull down, remove or replace anybuildings, works, plant and machinery as the Company may consider necessary orconvenient for the business of the Company or to join with any person, firm orcompany in doing any of the things aforesaid.

##  

## (E)                                 Topurchase, take on lease, exchange, hire or otherwise acquire and hold for anyestate or interest any real or personal property and any rights or privilegeswhich the Company may consider necessary or convenient for the purposes of itsbusiness.

##  

## (F)                                 To applyfor, purchase or otherwise acquire any designs, trade marks, patents, licences,concessions and the like, conferring an exclusive or non-exclusive or limitedright of user or any secret or other information as to any invention which mayseem capable of being used for any of the purposes of the Company or theacquisition of which may seem calculated directly or indirectly to benefit theCompany and to use, exercise, develop, grant licences in respect of, orotherwise turn to account any rights and information so acquired.

##  

## (G)                                Topurchase, subscribe for or otherwise acquire and hold and deal with any shares,stock or securities of any other company.

##  

## (H)                               To purchaseor otherwise acquire all or any part of the business, property and liabilitiesof (i) any company carrying on any business within the objects of theCompany or (ii) any person or firm carrying on any business within thesaid objects and to conduct and carry on, or liquidate and wind up, any suchbusiness.

##  

## (I)                                    To pay for anyproperty or rights acquired by the Company, either in cash or shares, with orwithout preferred or deferred rights in respect of dividend or repayment ofcapital or otherwise, or by any securities which the Company has power to issueor

 

2

----

 

## partlyin one mode and partly in another, and generally on such terms as the Companymay determine.

##  

## (J)                                   To acceptpayment for any property or rights sold or otherwise disposed of or dealt withor for any services rendered by the Company, either in cash, by installments orotherwise, or in shares of any company with or without deferred or preferredrights in respect of dividend or repayment of capital or otherwise, or by meansof a mortgage or by debentures or debenture stock of any company or partly inone mode and partly in another, and generally on such terms as the Company maydetermine and to hold, deal with or dispose of any consideration so received.

##  

## (K)                               To issue,place, underwrite, or guarantee the subscription of, or concur or assist in theissuing or placing, underwriting, or guaranteeing the subscription of shares,notes, debentures, debenture stock, bonds, stock and securities of any companyat such times and upon such terms and conditions as to remuneration andotherwise as may be agreed upon.

##  

## (L)                                 To borrowor raise money upon such terms and on such security as the Company may considerexpedient and in particular by the issue or deposit of notes, debentures ordebenture stock (whether perpetual or not) and to secure the repayment of anymoney borrowed, raised or owing by mortgage, charge or lien upon the whole orany part of the undertaking, property and assets of the Company, both presentand future, including its uncalled capital.

##  

## (M)                            To standsurety for or to guarantee support or secure the performance of all or any ofthe obligations of any person, firm or company whether by personal covenant orby mortgage, charge or lien upon the whole or any part of the undertaking,property and assets of the Company, both present and future, including itsuncalled capital or by both such methods; and, in particular but withoutlimiting the generality of the foregoing, to guarantee, support or securewhether by personal covenant or by any such mortgage, charge or lien or by bothsuch methods the performance of all or any of the obligations (including therepayment or payment of the principal and premium of and interest on anysecurities) of any company which is for the time being the Company’s

 

3

----

 

## holdingcompany (as defined by Section 154 of the Companies Act 1948) or anothersubsidiary (as defined by the said Section) of any such holding company.

##  

## (N)                               To investand deal with the moneys of the Company not immediately required for thepurposes of its business in or upon such investments and securities (includingland of any tenure in any part of the world) and in such manner as may fromtime to time be considered expedient and to dispose of or vary any suchinvestments or securities.

##  

## (O)                               To lendmoney or give credit to such persons, firms or companies and on such terms asmay be considered expedient and to receive money on deposit or loan from anyperson, firm or company.

##  

## (P)                                 To enterinto any arrangement with any government or other authority, international,supreme, municipal, local or otherwise, and to obtain from any such governmentor authority all rights, concessions and privileges which may seem conducive tothe Company’s objects or any of them or to obtain or to endeavour to obtain anyprovisional order of the Department of Trade and Industry, or any Act or Actsof Parliament for the purposes of the Company or any other company.

##  

## (Q)                               To enterinto partnership or into any arrangement for joint working in business or forsharing profits or to amalgamate with any person, firm or company carrying onor proposing to carry on any business which the Company is authorised to carryon or any business or transaction which the Company may consider to be capableof being conducted so as directly or indirectly to benefit the Company.

##  

## (R)                                To grantpensions, allowances, gratuities and bonuses to the officers, ex-officers(including Directors and ex-Directors), employees or ex-employees of theCompany or of any subsidiary, allied or associated company or of thepredecessors in business of all or any of them or the families, dependants orconnections of such persons, and to make payments towards insurance and toestablish or support or aid in the establishment and support of associations,institutions, clubs, funds, trusts and schemes which the Company may considerto be calculated to benefit such persons.

 

4

----

 

## (S)                                 Tosubscribe or guarantee money for charitable or benevolent objects or for anyexhibition or for any useful object of a public or general nature.

##  

## (T)                                Toundertake and execute any trusts the undertaking whereof may seem desirable,and either gratuitously or otherwise.

##  

## (U)                               To sell,exchange, lease, dispose of, turn to account or otherwise deal with the wholeor any part of the undertaking of the Company for such consideration as may beconsidered expedient.

##  

## (V)                                To promote,finance or assist any other company for the purpose of acquiring all or anypart of the property rights and liabilities of the Company or for any otherpurpose which may seem calculated to benefit the Company directly orindirectly.

##  

## (W)                           Toremunerate in such manner as the Company may consider expedient any person,firm or company rendering services to the Company or in or about its formationor promotion.

##  

## (X)                               To draw,make, accept, endorse, discount, negotiate, execute and issue promissory notes,bills of exchange, bills of lading, script, warrants and other transferable ornegotiable instruments.

##  

## (Y)                                To distributeamong the Members in specie any property of the Company, or any proceeds ofsale or disposition of any property of the Company, and for such purpose todistinguish and separate capital from profits, but so that no distributionamounting to a reduction of capital shall be made except with the sanction (ifany) for the time being required by law.

##  

## (Z)                                To procurethe Company to be registered in any country or place outside Great Britain.

##  

## (AA)                    To do allor any of the above things in any part of the world either alone or inconjunction with others and either as principals, agents, contractors, trusteesor otherwise and either by or through agents, sub-contractors, trustees orotherwise.

##  

## (BB)                        To do allsuch other things as may be deemed incidental or conducive to the attainment ofthe above objects or any of them.

 

5

----

 

## (CC)                        To pay allcosts, charges and expenses incurred or sustained in or about the promotion andestablishment of the Company, or which the Company shall consider to be in thenature of preliminary expenses including therein the cost of advertising,commissions for underwriting, brokerage, printing and stationery, and the legaland other expenses of the promoters.

##  

It ishereby declared that where the context so admits the word “company” in thisclause shall be deemed to include any partnership or other body of personswhether or not incorporated and, if incorporated, whether or not a companywithin the meaning of the Companies Act 1948 and that the objects specified ineach of the sub-clauses of this clause shall be regarded as independent objectsand accordingly shall in no wise be limited or restricted (except whereotherwise expressed therein) by reference from the terms of any othersub-clause or the name of the Company but may be carried out in as full andample a manner and construed in as wide sense as if each defined the objects ofa separate and distinct company. The liability of the Members is limited.

 

# 4.                                       Theliability of the Members is limited.

#  

# 5.                                       The sharecapital of the Company is £100 divided into 100 shares of £1 each.

#  

# 6.                                       The sharesin the original or any increased capital of the Company may be issued with suchpreferred, deferred or other special rights or such restrictions, whether inregard to dividend, voting, return of capital or otherwise as the Company mayfrom time to time determine.  Subject tothe provisions of Section 72 of the Companies Act 1948, the rights andprivileges attached to any of the shares of the Company may be modified,varied, abrogated or dealt with in accordance with the provisions for the timebeing of the Company’s Articles of Association.

 

6

----