**Exhibit 3.31**

 

CERTIFICATE OF INCORPORATION

 

OF

 

CKR ACQUISITION CORP.

 

# 1.     Name.  The name ofthe corporation is CKR Acquisition Corp. (the “Corporation”).

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# 2.     Registered Office and Registered Agent.  The address of the Corporation’s registeredoffice in the State of Delaware is 1209 Orange Street, in the City ofWilmington, County of New Castle.  Thename of the Corporation’s registered agent at such address is The CorporationTrust Company.

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# 3.     Corporate Purposes. The purpose of the Corporation is to engage in any lawful act oractivity for which corporations may be organized under the General CorporationLaw of the State of Delaware (the “Corporation Law”).

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# 4.     Authorized Capital. The total number of shares of all classes of capital stock which theCorporation shall have authority to issue is 1,000 shares of common stock, parvalue $.01 per share (the “Stock”).

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Thepowers, preferences and rights and the qualifications, limitations andrestrictions of the Stock are as set forth below:

 

### (a)           Dividends.  When, as and if dividends are declared on theStock, whether payable in cash, in property or in securities of theCorporation, the holders of shares of the Stock shall be entitled to shareequally, share for share, in such dividends.

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### (b)           VotingRights.  Except as otherwise providedby law and this Certificate of Incorporation, the holders of shares of theStock shall be entitled to one vote per share on all matters to be voted on bythe stockholders of the Corporation.

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### (c)           NoPre-Emptive Rights.  No holder of theStock shall, except as provided herein, be entitled as a matter of right tosubscribe for or purchase, or have any preemptive right with respect to, anypart of any new or additional issue of stock of any class whatsoever, or ofsecurities convertible into any stock of any class whatsoever, whether now orhereafter authorized and whether issued for cash or other consideration or byway of dividend.

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# 5.     Management of Business. The following provisions are inserted for the management of the businessand for the conduct of the affairs of the Corporation, and for furtherdefinition, limitation and regulation of the powers of the Corporation and ofits directors and stockholders:

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## 5.1.          Bylaws.  The original Bylaws of the Corporation shallbe adopted by the sole incorporator.  Infurtherance and not in limitation of the powers conferred by statute, the

 

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## Board of Directorsis expressly authorized thereafter to adopt, amend or repeal the Bylaws of theCorporation.

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## 5.2.          Numberand Election of Directors.  Thenumber of directors from time to time shall be fixed by, or in the mannerprovided in, the Bylaws of the Corporation. The election of directors need not be by written ballot unless theBylaws of the Corporation so provide.

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# 6.     Indemnification by the Corporation; Liability of Directors.  The directors of the Corporation shall beentitled to the benefits of all limitations on the liability of directorsgenerally that are now or hereafter become available under the Corporation Law,and the Corporation shall indemnify all persons whom it is permitted toindemnify to the full extent permitted by Section 145 of the CorporationLaw, as amended from time to time. Without limiting the generality of the foregoing, no director of theCorporation shall be liable to the Corporation or its stockholders for monetarydamages for breach of fiduciary duty as a director, except for liability (i) forany breach of the director’s duty of loyalty to the Corporation or itsstockholders, (ii) for acts or omissions not in good faith or whichinvolve intentional misconduct or a knowing violation of law, (iii) under Section 174of the Corporation Law, or (iv) for any transaction from which thedirector derived an improper personal benefit. Any repeal or modification of this Section 6 shall be prospectiveonly, and shall not affect, to the detriment of any director, any limitation onthe personal liability of a director of the Corporation existing at the time ofsuch repeal or modification.

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# 7.     Incorporator.  Thename and mailing address of the sole incorporator is as follows:

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| **Name**     | ** ** | **Mailing Address**  |
|--------------|------------|----------------------|
|         |       |                 |
| Javad Husain |       | Dechert LLP          |
|         |       | 30 Rockefeller Plaza |
|         |       | New York, NY 10112   |

 

Theundersigned, being the sole incorporator hereinbefore named, for the purpose offorming a corporation pursuant to the General Corporation Law of the State ofDelaware, does make this Certificate, hereby declaring and certifying that thefacts herein stated are true, and accordingly has hereunto set his hand this4th day of October, 2004.

 
|   | /s/ Javad Husain            |   |
|--------|-----------------------------|--------|
|   | Javad Husain,  Incorporator |

 

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