**Exhibit 3.1****RESTATED CERTIFICATE OF INCORPORATION****of****MILACRON INC.**     Milacron Inc., a corporation organized and existing under the laws of the State of Delaware(originally incorporated under the name Cincinnati Milacron Holdings, Inc. on March 18, 1983),hereby certifies as follows:     FIRST: The name of the corporation (hereinafter referred to as the Company) is Milacron Inc.     SECOND: The address of the Company’s registered office in the State of Delaware is CorporationTrust Center, 1209 Orange Street, Wilmington, DE 19801, County of New Castle. The name of theCompany’s registered agent at such address is The Corporation Trust Company.     THIRD: The purpose of the Company is to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of the State of Delaware.     FOURTH: The total number of shares of all classes of stock which the Company shall haveauthority to issue is 40,060,000, consisting of (1) 60,000 shares of 4% Cumulative Preferred Stock,par value $100 per share (hereinafter referred to as the Preferred Stock), (2) 10,000,000 shares ofSerial Preference Stock, par value $.01 per share (hereinafter referred to as the Serial PreferenceStock) and (3) 30,000,000 shares of Common Stock, par value $.01 per share (hereinafter referred toas the Common Stock).     The following is a statement of the designation and the powers, preferences and rights, andthe qualifications, limitations or restrictions thereof, in respect of the Preferred Stock and theCommon Stock and the designations and the powers, preferences and rights, and the qualifications,limitations or restrictions thereof, in respect of the Serial Preference Stock, which the Board ofDirectors is herein authorized to fix.SECTION A: PROVISIONS RELATING TO PREFERRED STOCK     I. Out of the net assets of the Company legally available for dividends, the holders ofPreferred Stock shall be entitled to receive, when and as declared by the Board of Directors,dividends in cash at the rate of $40 per annum per share of Preferred Stock, and no more, payablequarterly on the first days of March, June, September and December in each year (the quarterlyperiods commencing on the first days of such months, respectively, being herein designated asdividend periods), from March 1, 1983, before (subject to the provisions of paragraphs II and V ofthis Section A) any sum or

 

 - 2 -sums shall be set aside for or applied to the purchase or redemption of Preferred Stock, andbefore any dividends shall be declared or paid upon or set apart for, or any other distributionshall be ordered or made in respect of Serial Preference Stock or Common Stock, and before anySerial Preference Stock or Common Stock shall be purchased, redeemed or otherwise acquired by theCompany; and such dividends shall be cumulative (whether or not in any dividend period or periodsthere shall be net assets of the Company legally available for the payment of such dividends), sothat if at any time dividends upon all the outstanding Preferred Stock at the rate of $40 per annumper share of Preferred Stock thereof from March 1, 1983, to the end of the then current dividendperiod shall not have been paid or declared and a sum sufficient for the payment thereof set apartfor such payment, then (subject to the provisions of paragraphs II and V of this Section A) theamount of the deficiency shall be fully paid, but without interest, or dividends in such amountdeclared and a sum sufficient for the payment thereof set apart for such payment, before any sum orsums shall be set aside for or applied to the purchase or redemption of Preferred Stock, and beforeany dividends shall be declared or paid upon or set apart for, or any other distribution shall beordered or made in respect of, Serial Preference Stock, or Common Stock, and before any SerialPreference Stock or Common Stock shall be purchased, redeemed, or otherwise acquired by theCompany.     II. Out of any remaining net assets of the Company legally available for dividends after orconcurrently with making payment of full dividends upon Preferred Stock then outstanding at therate of $40 per annum per share of Preferred Stock for all past dividend periods, and after orconcurrently with making payment of, or declaring and setting apart for payment, full dividends atsaid rate on all Preferred Stock then outstanding to the end of the then current dividend period,then, and not otherwise, the holders of Serial Preference Stock and Common Stock shall, subject tothe provisions hereof, be entitled to receive such dividends as may from time to time be declaredby the Board of Directors; provided, however, that if at any time full dividends upon all PreferredStock then outstanding at the rate of $40 per annum per share of Preferred Stock shall have beenpaid for all past dividend periods and declared and set apart for payment for the current dividendperiod, dividends on the Serial Preference Stock and (subject to the provisions of Section B ofthis Article FOURTH) the Common Stock, payable in the next succeeding dividend period, may bedeclared by the Board of Directors and, when so declared, may be paid in the next succeedingdividend period, notwithstanding any restriction hereinabove in paragraph I of this Section A or inthis paragraph II set forth; and provided further that, so long as any Preferred Stock shall beoutstanding, in no event shall any dividends whatsoever, whether in cash, shares or otherwise(other than dividends payable in Serial Preference Stock or Common Stock), be declared or paid uponor set apart for, or any other distribution be ordered to be made in respect of, Serial PreferenceStock (other than the 6% Series B Convertible Preferred Stock, the “Series B Stock”) or CommonStock, or any expenditures be made by the Company for the purchase, redemption, retirement or otheracquisition of any Serial Preference Stock (other than the Series B Stock) or Common Stock, if atthe time such dividend is so declared or such distribution is so ordered or such expenditures areso made:

 

- 3 - (1) consolidated net current assets remaining after deducting the amount of suchdividend or distribution or expenditure would be less than $1,000 for each share ofPreferred Stock outstanding; or  (2) consolidated net tangible assets remaining after deducting the amount of suchdividend or distribution or expenditure would be less than $2,000 for each share ofPreferred Stock outstanding.     III. The Preferred Stock shall be preferred as to both earnings and assets over the SerialPreference Stock and the Common Stock and, in the event of any voluntary or involuntary liquidationor dissolution or winding up of the Company or any sale of all or substantially all of its assets,the holders of Preferred Stock shall be entitled to receive out of the assets of the Companyavailable for distribution to its shareholders, whether from capital, surplus or earnings, anamount equal to $1,000 per share, if such liquidation, dissolution, winding up or sale beinvoluntary, and, if voluntary, an amount equal to $1,050 per share, in each case plus an amountequal to all dividends accrued or in arrears thereon to the date of distribution, for every shareof their holdings of Preferred Stock, before any distribution of assets shall be made to theholders of Serial Preference Stock or Common Stock, and the holders of Serial Preference Stock andCommon Stock shall be entitled, to the exclusion of the holders of Preferred Stock, to share in allthe assets of the Company then remaining, in accordance with the provisions of Section B hereof.If upon any such voluntary or involuntary liquidation or dissolution, winding up or sale, theassets thus distributable among the holders of Preferred Stock shall be insufficient to permit thepayment to such holders of Preferred Stock of the preferential amounts aforesaid, then the entireassets of the Company to be distributed shall be distributed ratably among the holders of PreferredStock according to the amounts which they respectively would be entitled to receive if such assetsavailable for distribution as aforesaid were sufficient to permit the payment in full of said sums.No merger or consolidation of the Company with or into another corporation organized under thelaws of the State of Delaware or any other state and no merger or consolidation of any such othercorporation into the Company, which shall not in fact result in the liquidation of the enterpriseand the distribution of assets to shareholders, shall be deemed to be a liquidation, dissolution,or winding up of the Company or sale of aforesaid.     IV. The term “dividends accrued or in arrears” whenever used in this Section A with referenceto the Preferred Stock shall be deemed to mean (whether or not in any dividend period or in anypart thereof in respect of which such term is used there shall have been net assets of the Companylegally available for the payment of such dividends) that amount which shall be equal to dividendsin cash at the rate of $40 per annum per share of Preferred Stock from March 1, 1983, to the dateas of which dividends accrued or in arrears are or are to be determined for such shares (includingan amount equal to the dividend at such rate for the elapsed portion of the current dividendperiod) less the amount of all dividends paid upon such shares, or deemed to have been paid on such shares in accordance with the provisions of the following sentence. In the event of the issuanceof additional Preferred Stock (unless such additional shares have been classified into a new seriespursuant to paragraph IX of this Section A), all dividends paid on Preferred Stock outstandingprior to the issuance of such additional Preferred Stock and

 

- 4 -all dividends declared and payable to the holders of Preferred Stock of record on any dateprior to such additional issue shall be deemed to have been paid on the additional Preferred Stockso issued.     V. The Preferred Stock, or any part thereof, at any time outstanding may be redeemed by theCompany at its election expressed by resolution of the Board of Directors, at any time or from timeto time, upon not less than 30 days nor more than 60 days previous notice to the holders of recordof the Preferred Stock to be redeemed, mailed to the holders of the Preferred Stock to be redeemed,at their respective addresses as the same shall appear on the books of the Company, at theredemption price of $1,050 per share plus all dividends accrued or in arrears thereon to the datefixed in such notice as the date of redemption; provided, however, that less than all PreferredStock at the time outstanding may be redeemed only after or concurrently with making payment of alldividends accrued or in arrears upon all Preferred Stock then outstanding for all past dividendperiods and after or concurrently with making payment of, or declaring and setting apart forpayment, full dividends on all Preferred Stock then outstanding (other than the shares to beredeemed) to the end of the then current dividend period. If less than all the outstandingPreferred Stock is to be redeemed, the redemption may be made either by lot or pro rata in suchmanner as may be determined or prescribed by resolution of the Board of Directors, or may belimited to fractional shares, if any, outstanding. From and after the date fixed in any suchnotice as the date of redemption (unless default shall be made by the Company in providing moniesfor the payment of the redemption price pursuant to such notice), or, if the Company shall soelect, from and after a date (hereinafter called the date of deposit and which shall be prior tothe date fixed as the date of redemption) on which the Company shall provide monies for the paymentof the redemption price by depositing the amount thereof for account of the holders of PreferredStock entitled thereto with a bank or trust company doing business either in the City of Cincinnatiin the State of Ohio or in the Borough of Manhattan in the City and State of New York, and having acapital and surplus of at least $5,000,000 pursuant to notice of such election included in thenotice of redemption specifying the date on which such deposit will be made, all dividends onPreferred Stock thereby called for redemption shall cease to accrue and all rights of the holdersthereof as shareholders of the Company, except the right to receive the redemption price as hereinprovided, shall cease and terminate. After the deposit of such amount with such bank and trustcompany, the respective holders of record of Preferred Stock to be redeemed shall be entitled toreceive the redemption price at any time upon the actual delivery to such bank or trust company ofcertificates for the shares to be redeemed properly stamped from transfer (if required) and dulyendorsed in blank or accompanied by proper instruments of assignment and transfer thereof dulyendorsed in blank. Any monies so deposited which shall remain unclaimed by the holders ofPreferred Stock called for redemption at the end of six years after the redemption date, togetherwith any interest thereon which shall be allowed by the bank or trust company with which thedeposit shall have been made, shall be paid by such bank or trust company to the Company.     VI. Subject to the provisions of the By-laws of the Company, as from time to time amended,with respect to the closing of the transfer books or the fixing of a record date for thedetermination of shareholders entitled to vote, at each meeting of the

 

- 5 -shareholders each holder of record of Preferred Stock shall be entitled to 24 votes for eachsuch share of Preferred Stock held by him, each holder of record of Common Stock shall be entitledto one vote for each such share of Common Stock held by him, as provided in Section C, and eachholder of record of Serial Preference Stock of each series shall be entitled to the number ofvotes, if any, as he may be entitled to in accordance with the resolution or resolutions adopted bythe Board of Directors in accordance with the provisions of paragraph II of Section B of thisArticle FOURTH providing for the issuance of such series; provided, however, that anything hereincontained to the contrary notwithstanding, the holders of Preferred Stock shall also have theadditional rights hereinafter in this paragraph VI set forth, to which additional rights theaforesaid voting rights of the holders of Serial Preference Stock and Common Stock shall besubject. Except as may otherwise be required by law, by this Article FOURTH or by resolutionsadopted by the Board of Directors in accordance with the provisions of paragraph II of Section B,the holders of record of Common Stock, Preferred Stock and Serial Preference Stock shall votetogether as a single class. If at any time dividends accrued or in arrears upon Preferred Stockthen outstanding shall amount to $40 per share or more, a default in preferred dividends, for thepurposes of this paragraph VI, shall be deemed to have occurred; and, having so occurred, suchdefault in preferred dividends shall be deemed to exist thereafter until, but only until, alldividends accrued or in arrears on all Preferred Stock then outstanding shall have been paid to theend of the last preceding dividend period and the full dividend thereon to the end of the thencurrent dividend period shall have been paid or declared and a sum sufficient for the paymentthereof set apart for such payment. If and whenever a default in preferred dividends shall exist,then at the next annual meeting of shareholders of the Company for the election of directors(unless at the time of such meeting such default in preferred dividends shall no longer exist) andat each other meeting annual or special, for the election of directors, held thereafter and duringthe existence of such default in preferred dividends, the holders of the outstanding PreferredStock, voting separately as a class, shall have the right, at each such meeting at which at least35% of the outstanding Preferred Stock is represented (but not otherwise), to elect one-third ofthe members of the Board of Directors to be elected, but if the number of directors to be electedwhen divided by three shall result in a fraction, such fraction shall be disregarded if less thanone-half and shall be increased to one if more than one-half. The right to elect one-third of thenumber of directors to be elected shall be in addition to the right of the holders of theoutstanding Preferred Stock to vote with the holders of Serial Preference Stock and Common Stock inthe election of the remaining directors of the Company. If, during the existence of a defaultentitling the holders of Preferred Stock to elect one-third of the directors, any annual meeting ofshareholders is not held when and as required by the By-laws of the Company, a special meeting ofthe shareholders for the purpose of electing directors may be called by the holders of record of atleast 10% of the Preferred Stock outstanding. Any director elected by the holders of PreferredStock, voting as a class pursuant to the aforesaid right, shall continue to serve as such directorfor the full term for which he shall have been elected, notwithstanding that prior to the end ofsuch term the default in preferred dividends which permitted his election by the holders ofPreferred Stock shall cease to exist. If, prior to the end of the term of any director so electedby the holders of Preferred Stock, a vacancy in the office of such director shall occur by reasonof the death, resignation,

 

- 6 -removal or disability of such director, or for any other cause, such vacancy shall be filledfor the unexpired term in the manner provided in the By-laws of the Company.     VII. Anything contained herein or in the By-laws of the Company to the contrarynotwithstanding, so long as any Preferred Stock shall be outstanding the Company shall not, withoutthe consent, given by resolution adopted at a meeting duly called for that purpose, or if permittedby law, given in writing, of the holders of at least two-thirds of the Preferred Stock at the timeoutstanding,     (1) amend, alter or repeal any of the terms and provisions of the outstanding Preferred Stockin any material respect prejudicial to the holders thereof; or     (2) increase the authorized amount of Preferred Stock or authorize any new class of stockhaving preference over, or being on a parity with, the Preferred Stock as to dividends or assets,or create any obligation or security of the Company directly or indirectly convertible into orexchangeable for shares of any class having preference over, or being on a parity with, thePreferred Stock as to dividends or assets; or     (3) sell or transfer all or substantially all of its assets or merge into or consolidate withany other corporation or merge or consolidate any such other corporation (except a wholly-ownedsubsidiary) into the Company.     VIII. As used in this Section A:     The term “funded debt” shall mean any debt maturing by its terms more than one year from thedate thereof, and shall include all such debt created, assumed or guaranteed by the Company or anysubsidiary. If the terms of any debt shall include an option on the part of the Company or thesubsidiary to extend (by way of renewal or otherwise) its maturity on any conditions, the maturityshall be deemed to be the last date to which the maturity may be so extended. The term“consolidated funded debt” shall mean the total funded debt of the Company and its subsidiaries.     The term “consolidated net tangible assets” shall mean consolidated tangible assets less (i)consolidated funded debt, (ii) consolidated current liabilities, as hereinafter defined, exceptsuch portion thereof, if any, as is included in consolidated funded debt, and (iii) deferredcredits and all reserves other than reserves deducted from consolidated tangible assets or reservesincluded in consolidated current liabilities or reserves representing an appropriation of retainedearnings.     The term “consolidated tangible assets” shall mean (i) the fixed assets (namely plant,property, equipment and all other kinds of tangible fixed assets) owned by the Company and itssubsidiaries as at December 31, 1944, plus subsequent additions to such fixed assets, in all casestaken at cost to the Company or its subsidiaries and less reserves for depreciation and otherproper deductions; (ii) consolidated current assets, as hereinafter defined; and (iii) otherinvestments and receivables and other tangible assets of the Company and its subsidiaries taken atcost less proper reserves, excluding, however, any securities issued by the Company or by any ofits subsidiaries. The cost of tangible assets acquired by the Company or any subsidiary afterDecember 31, 1944, for

 

- 7 -a consideration other than cash shall be the fair value of such assets as determined by theBoard of Directors of the Company. In arriving at consolidated tangible assets, the Company maysubstitute for the value of any or all fixed assets acquired subsequent to December 31, 1944,calculated in accordance with the foregoing provisions of this paragraph, the fair value thereof asdetermined by an appraisal by such independent engineer or engineers or other independent expert orexperts as the Board of Directors of the Company shall employ for the purpose.     The term “consolidated net current assets” shall mean consolidated current assets, ashereinafter defined, less consolidated current liabilities, as hereinafter defined.     The term “consolidated current assets” shall mean the following assets of the Company and itssubsidiaries:     (1) cash and cash items on hand or in transit or on deposit in any solvent bank or trustcompany;     (2) shares, bonds and other securities or obligations (other than shares, bonds, securities orobligations of the Company or of any subsidiary) which are readily marketable, taken at the marketvalue thereof;     (3) good and collectible notes, trade acceptances, accounts and bills receivable, determinedto be properly current in accordance with principles approved by certified or independent publicaccountants or auditors as hereinafter in this paragraph VIII provided, in each case taken at theface amount thereof, less reserves determined to be sufficient by the Company in accordance withprinciples approved by said accountants or auditors;     (4) inventories, products in the process of manufacture or treatment, manufactured products,materials and supplies and miscellaneous merchandise, priced as determined by the Company inaccordance with principles approved by said accountants or auditors; and     (5) such other assets as may be properly classified as current assets under sound accountingpractice, as approved by said accountants or auditors.     In computing consolidated current assets there shall not be included any assets which are pledgedor deposited as security for or for the purpose of paying any obligation which is not included inconsolidated current liabilities as such term is hereinafter defined, but there shall be includedassets of the character aforesaid which are pledged or deposited as security for or for the purposeof paying any obligation included in consolidated current liabilities.     The term “consolidated current liabilities” shall mean the following liabilities of theCompany and its subsidiaries:     (1) all indebtedness, secured or unsecured, maturing during the period of twelve months afterthe date as of which consolidated current liabilities are being

 

- 8 -determined, including therein any consolidated funded debt maturing within such period oftwelve months, except to the extent that such maturing funded debt is otherwise included pursuantto subsection (4) below;     (2) reserves for taxes payable during the period of twelve months after the date as of whichconsolidated current liabilities are being determined;     (3) all interest due or accrued, and all dividends declared but not paid;     (4) any amount required to be paid during the period of twelve months after the date as ofwhich consolidated current liabilities are being determined, as a purchase fund or sinking fundwith respect to any funded debt, less, however, any funded debt which has been reacquired by theCompany or a subsidiary and is held by it, or a purchase fund or sinking fund agent, earmarked forthe purpose of meeting the amount so required to be paid on account of such purchase fund orsinking fund, taken at the amount at which the Company or the subsidiary issuing the same isentitled, under the instrument under which such funded debt was issued, to receive credit withrespect thereto against such purchase fund or sinking fund obligation; and     (5) such other liabilities as may be properly classified as current liabilities under soundaccounting practice, as approved by said accountants or auditors.     The term “subsidiary” shall mean any corporation, association, or business trust, at least amajority of the shares of which at the time outstanding having voting power for the election of amajority of the directors or trustees thereof (except shares having such voting power only upondefault in payment of dividends or other defaults) is owned, directly or indirectly, by the Companyand/or by one or more other subsidiaries; provided, however, that neither The Factory PowerCompany, an Ohio corporation, nor any successor thereto nor any subsidiary thereof, shall be deemedto be a subsidiary of the Company for any purpose of this Section A; and provided further that acorporation incorporated under the laws of a jurisdiction other than the United States of any statethereof or the District of Columbia may or may not, as the Company may elect in connection with anydetermination made pursuant to this paragraph VIII, be deemed to be a subsidiary of the Company forthe purposes of such determination.     The term “wholly-owned subsidiary” shall mean any corporation, association or business trust,all the shares of which at the time outstanding (exclusive of directors’ qualifying shares), exceptshares having a limited participation as to assets, shall be owned, directly or indirectly, by theCompany and/or by one or more other wholly-owned subsidiaries.     All determinations of funded debt, consolidated funded debt, consolidated net tangible assets,consolidated tangible assets, consolidated net current assets, consolidated current assets andconsolidated current liabilities, and of the status of any corporation, association or businesstrust as a subsidiary or a wholly-owned subsidiary of the Company, shall be made, in accordancewith good accounting practice, by such firm of certified or independent public accountants orauditors as shall regularly examine and

 

- 9 -report on the financial statements of the Company for inclusion in its annual report toshareholders or such firm of certified or independent public accountants or auditors as shall beemployed by the Board of Directors for the purpose of such determination. In all suchdeterminations, all material intercompany items shall be eliminated and appropriate adjustmentsshall be made to adjust for and eliminate minority interests in subsidiaries, all as approved bysuch accountants or auditors. The determinations of such accountants or auditors shall be finaland conclusive.     IX. The Board of Directors shall have authority, subject to such limitations as may be statedherein, to adopt amendments to this Certificate of Incorporation, in respect of any unissued ortreasury Preferred Stock, to fix or alter the division of such shares into series, the designationand number of shares of each series, the dividend rate, dates of payment of dividends and datesfrom which they are cumulative, redemption rights and price, liquidation price, sinking fundrequirements, conversion rights, and restrictions on issuance of shares of the same series or ofany other class or series.SECTION B. PROVISIONS RELATING TO SERIAL PREFERENCE STOCK     I. The Serial Preference Stock may be issued from time to time in one or more series, the shares of each series to have such designations and powers, preferences and rights, andqualifications, limitations and restrictions thereof, as are stated and expressed herein and in theresolution or resolutions providing for the issue of such series adopted by the Board of Directorsas hereafter provided.     II. Authority is hereby expressly granted to the Board of Directors, subject to the provisionsof this Article FOURTH, to authorize the issue of one or more series of Serial Preference Stock,and with respect to each such series to fix by resolution or resolutions providing for the issue ofsuch series:     (1) the designation of such series, the number of shares to constitute such series and thestated value thereof if different from the par value thereof;     (2) whether the shares of such series shall have voting rights, in addition to any votingrights provided by law, and, if so, the terms of such voting rights;     (3) the annual dividend rate, if any, payable on such series expressed in a dollar amount pershare, the conditions and dates upon which such dividends shall be payable, the preference orrelation which such dividends shall bear to the dividends payable on any other class or any otherseries of this class;     (4) whether the shares of such series shall be subject to redemption by the Company, and, ifso, the times, prices and other conditions of such redemption;     (5) the amount or amounts payable upon shares of such series upon, and the rights of theholders of such series in, the voluntary or involuntary liquidation, dissolution or winding up ofthe Company;

 

- 10 -     (6) whether the shares of such series shall be subject to the operation of a purchase,retirement or sinking fund and, if so, the extent to and manner in which any such purchase,retirement or sinking fund shall be applied to the purchase or redemption of the shares of suchseries for retirement or other corporate purposes and the terms and provisions relative to theoperation thereof;     (7) whether the shares of such series shall be convertible into, or exchangeable for, sharesof stock of any other class or of any other series of this class and, if so, the price or prices orthe rate or rates of conversion or exchange and the method, if any, of adjusting the same;     (8) the limitations and restrictions, if any, to be effective while any shares of such seriesare outstanding upon the payment of dividends or the making of other distributions on, and upon thepurchase, redemption or other acquisition by the Company of, the Common Stock or any other class orany other series of this class;     (9) the conditions or restrictions, if any, upon the creation of indebtedness of the Companyor upon the issue of any additional stock, including additional shares of such series or of anyother series of this class or of any other class; and     (10) any other powers, preferences or rights, or any qualifications, limitations orrestrictions thereof.     III. Except as otherwise provided by such resolution or resolutions, all shares of SerialPreference Stock shall be of equal rank.     IV. No holder of Serial Preference Stock shall have any pre-emptive rights to subscribe tostock obligations, warrants, rights to subscribe to stock or other securities of the Company of anyclass, whether now or hereafter authorized.     V. Pursuant to the authority conferred upon the Board of Directors of the Company by thisArticle FOURTH, the Board of Directors created a series of 300,000 shares of Serial PreferenceStock designated as Series A Participating Cumulative Preferred Stock (the “Series A PreferredStock”) by filing a Certificate of Designation of the Company with the Secretary of State of theState of Delaware on February 5, 1999, as amended and restated by filing an Amended and RestatedCertificate of Designation of the Company with the Secretary of State of the State of Delaware onJune 9, 2004, and the voting powers, designations, preferences and relative, participating,optional and other special rights, and qualifications, limitations or restrictions of the Series APreferred Stock are set forth in Appendix A hereto and are incorporated herein by reference.     VI. Pursuant to the authority conferred upon the Board of Directors of the Company by thisArticle FOURTH, the Board of Directors created a series of 900,000 shares of Serial PreferenceStock designated as 6.0% Series B Convertible Preferred Stock (the “Series B Preferred Stock”) byfiling a Certificate of Designation of the Company with the Secretary of State of the State ofDelaware on June 9, 2004, as amended pursuant to Section 242 of the General Corporation Law of theState of Delaware by filing a Certificate of Amendment of Restated Certificate of Incorporation

 

- 11 -of the Company with the Secretary of State of the State of Delaware on November 27, 2007, andthe voting powers, designations, preferences and relative, participating, optional and otherspecial rights, and qualifications, limitations or restrictions of the Series B Preferred Stock areset forth in Appendix B hereto and are incorporated herein by reference.SECTION C: PROVISIONS RELATING TO COMMON STOCK     I. The holders of record of Common Stock shall be entitled to one vote per share for allpurposes.     II. Subject to the provisions of law and the respective preferences of the Preferred Stock andthe Serial Preferred Stock, dividends may be paid on the Common Stock of the Company at such timeand in such amounts as the Board of Directors may deem advisable.     III. The Board of Directors of the Company is authorized to effect the elimination of sharesof its Common Stock purchased or otherwise reacquired by the Company from the authorized capitalstock or number of shares of the Company in the manner provided for in the General Corporation Lawof Delaware.     IV. No holder of Common Stock shall have any pre-emptive right to subscribe to stock,obligations, warrants, rights to subscribe to stock or other securities of any class, whether nowor hereafter authorized.SECTION D. GENERAL     Subject to the provisions of law and the foregoing provisions of this Certificate ofIncorporation, the Company may issue shares of its Preferred Stock and Serial Preference Stock orCommon Stock, from time to time, for such consideration (not less than the par value or statedvalue thereof) as may be fixed by the Board of Directors, which is expressly authorized to fix thesame in its absolute and uncontrolled discretion, subject as aforesaid. Shares so issued, for whichthe consideration has been paid or delivered to the Company, shall be deemed fully paid stock, andshall not be liable to any further call or assessments thereon, and the holders of such sharesshall not be liable for any further payments in respect of such shares.     FIFTH: Except for any action which may be taken solely upon the vote or consent of holders ofthe Preferred Stock no action required to be taken or which may be taken at any annual or specialmeeting of the shareholders of the Company may be taken by written consent without a meeting,except that any such action may be taken without prior notice and without a vote, if consent inwriting, setting forth the action so taken, shall be signed by all the shareholders of the Companywho would be entitled to notice of a meeting of the shareholders held for such purpose.     SIXTH: The Board of Directors shall have the power to amend, alter or repeal the By-laws ofthe Company.

 

- 12 -     SEVENTH: (a) The directors shall be divided into three classes, each of which shall becomposed, as nearly as may be, of one-third of the directors. The term of office of the directorsof the first class is to expire at the annual meeting to be held during the calendar year 1984, theterm of office of the directors of the second class is to expire at the annual meeting to be heldduring the calendar year 1985 and the term of office of the directors of the third class is toexpire at the annual meeting to be held during the calendar year 1986. At each annual meeting,commencing with the annual meeting to be held during the calendar year 1984, each of the successorsto the directors of the class whose term shall have expired that year shall be elected for a termrunning until the third annual meeting next succeeding his election and until his successors shallhave been duly elected and shall have qualified, except that, upon the filing of any vacancy in theBoard of Directors occurring other than by expiration of term of office, a successor shall beelected for the unexpired term. The Board of Directors may determine the class or classes to whichdirectors shall be elected when there is a total number of directors in excess of a numberdivisible by three. A decrease in the number of directors shall not deprive any director of hisoffice as such before the expiration of his term, but shall become effective until as and when theterm or terms of office for directors of the class or classes affected thereby shall expire or avacancy or vacancies in such class or classes shall occur.     (b) The provisions of this Article SEVENTH may not be amended, altered or repealed unlesssuch amendment, alteration or repeal, as the case may be, shall have been approved by theaffirmative vote of the holders of not less than two-thirds of the total voting power of theoutstanding stock of the Company entitled to vote thereon.     EIGHTH: Election of directors of the Company need not be by ballot unless and to the extentthat the By-laws of the Company shall so provide.     NINTH: Whenever a compromise or arrangement is proposed between the Company and its creditorsor any class of them and/or between the Company and its shareholders or any class of them, anycourt of equitable jurisdiction within the State of Delaware may, on the application in a summaryway of the Company or of any shareholder thereof or on the application of any receiver or receiversappointed for this Company under the provisions of section 291 of Title 8 of the Delaware Code oron the application of trustees in dissolution or of any receiver or receivers appointed for thisCompany under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of thecreditors or class of creditors, and/or of the shareholders or class of shareholders of thisCompany, as the case may be, to be summoned in such manner as the said court directs. If a majorityin number representing three-fourths in value of the creditors or class of creditors, and/or of theshareholders or class of shareholders of the Company, as the case may be, agree to any compromiseor arrangement and to any reorganization of the Company as the consequence of such compromise orarrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned bythe court to which the said application has been made, be binding on all the creditors or class ofcreditors, and/or on all shareholders or class of shareholders, of the Company, as the case may be,and also on the Company.

 

- 13 -     TENTH: The Company reserves the right to amend, alter, change or repeal any provisioncontained in this Certificate of Incorporation, and any other provisions authorized by the laws ofthe State of Delaware at the time in force may be added or inserted, in the manner now or hereafterprescribed by law; and all rights, preferences and privileges of whatsoever nature conferred uponshareholders, directors or any other person whomsoever by and pursuant to this Certificate ofIncorporation in its present form or as hereafter amended are granted subject to the right reservedin this Article TENTH.     ELEVENTH: (a) To the fullest extent that the General Corporation Law of the State ofDelaware as it exists on the date hereof or as it may hereafter be amended permits the limitationor elimination of the liability of directors, no director of the Corporation shall be liable to theCorporation or its stockholders for monetary damages for breach of fiduciary duty as a director.No amendment to or repeal of this Article shall apply to or have any effect on the liability oralleged liability of any director of the Corporation for or with respect to any acts or omissionsof such director occurring prior to such amendment or repeal.     (b) In addition to any requirements of law and any other provisions herein or in the terms ofany class or series of capital stock having a preference over the common stock of the Corporationas to dividends or upon liquidation (and not withstanding that a lesser percentage may be specifiedby law), the affirmative vote of the holders of 2/3 or more of the voting power of the thenoutstanding voting stock of the Corporation, voting together as a single class, shall be requiredto amend, alter or repeal any provision of this Article.     This Restated Certificate of Incorporation, which only restates and integrates and does notfurther amend the provisions of the restated certificate of incorporation of the Company asamended, was duly adopted in accordance with the provisions of Section 245 of the GeneralCorporation Law of the State of Delaware. There is no discrepancy between the provisions of therestated certificate of incorporation of the Company as amended and the provisions of this RestatedCertificate of Incorporation.

 

- 14 -     IN WITNESS WHEREOF, the Company has caused this certificate to be signed by its dulyauthorized officer, this ___ day of March, 2008.      Milacron Inc.