{"id":41584,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/certificate-of-incorporation-about-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-about-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-about-com-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; About.com Inc."},"content":{"rendered":"<pre>\n                            CERTIFICATE OF AMENDMENT\n                                       OF\n            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION\n                                       OF\n                                 ABOUT.COM, INC.\n\n                     PURSUANT TO SECTION 242 OF THE GENERAL\n                    CORPORATION LAW OF THE STATE OF DELAWARE\n\n                -----------------------------------------------\n\n            About.com, Inc. (the \"Corporation\"), a corporation organized and\nexisting under and by virtue of the General Corporation Law of the State of\nDelaware (the \"DGCL\"), DOES HEREBY CERTIFY:\n\n            FIRST: That the second and third sentences of Section A of Article\nIV of the Second Amended and Restated Certificate of Incorporation of the\nCorporation, stating the total number of shares the Corporation is authorized to\nissue, are hereby amended to read as follows:\n\n                  The total number of shares which the Corporation is authorized\n      to issue is 105,000,000 shares. 100,000,000 shares, par value $0.001 per\n      share, shall be Common Stock and 5,000,000 shares, par value $0.001 per\n      share, shall be Preferred Stock.\n\n            SECOND: That the foregoing amendment has been duly adopted in\n      accordance with the provisions of Section 242 of the DGCL.\n\n            IN WITNESS WHEREOF, the Corporation has caused this certificate to\nbe signed by Scott P. Kurnit, its Chief Executive Officer and Chairman of the\nBoard of Directors, this 9th day of May 2000.\n\n\n                                     By: \/s\/ Scott P. Kurnit\n                                         ---------------------------------------\n                                         Scott P. Kurnit\n                                         Chief Executive Officer and Chairman of\n                                         the Board of Directors\n\nATTEST:\n\n\n\/s\/ Alan P. Blaustein\n-------------------------------\nAlan P. Blaustein, Secretary\n\n\n\n                       CERTIFICATE OF OWNERSHIP AND MERGER\n\n                                     MERGING\n\n                               MININGCO.COM, INC.\n\n                                      WITH\n\n                                 ABOUT.COM, INC.\n\n--------------------------------------------------------------------------------\n\n                         Pursuant to Section 253 of the\n                General Corporation Law of the State of Delaware\n\n--------------------------------------------------------------------------------\n\n      MiningCo.com, Inc. (the \"Company\"), a corporation organized and existing\nunder the General Corporation Laws of the State of Delaware,\n\n      DOES HEREBY CERTIFY:\n\n      FIRST: That the Company owns all of the outstanding shares of About.com,\nInc., a corporation organized and existing under the General Corporation Law of\nthe State of Delaware.\n\n      SECOND: That the Company, by the following resolutions of its Board of\nDirectors, duly adopted by written consent dated as of May 10, 1999, pursuant to\nSection 141(f) of the General Corporation Law of the State of Delaware,\ndetermined to merge About.com, Inc. into itself on the terms and conditions set\nforth in such resolutions:\n\n            RESOLVED that About.com, Inc. be merged with and into the Company\n            and that the Company be the surviving corporation in such merger.\n\n            FURTHER RESOLVED that the merger shall become effective upon the\n            date and time of the filing of a Certificate of Ownership and Merger\n            with the Secretary of State of the State of Delaware.\n\n            FURTHER RESOLVED that upon the effectiveness of the merger, the\n            Company shall assume all of the liabilities and obligations of\n            About.com, Inc.\n\n            FURTHER RESOLVED that upon the effectiveness of the merger, the name\n\n\n\n            of the Company shall be changed to \"About.com, Inc.\" and Article I\n            of the Second Amended and Restated Certificate of Incorporation of\n            the Company shall be amended to read as follows:\n\n                        \"The name of the corporation is About.com, Inc. (the\n                        \"Corporation\").\"\n\n      IN WITNESS WHEREOF, said MiningCo.com, Inc. has caused this certificate to\nbe signed by Scott Kurnit, its President and Chief Executive Officer, and\nattested by Robert Harris, its Assistant Secretary, this 11 day of May, 1999.\n\n                                           MININGCO.COM, INC.\n\n\n                                           By: \/s\/ Scott Kurnit\n                                               ---------------------------------\n                                               Scott Kurnit, President and\n                                                  Chief Executive Officer\n\n\nBy: \/s\/ Robert Harris\n    -----------------------------------\n    Robert Harris, Assistant Secretary\n\n\n                                       2\n\n\n            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION\n\n                                       OF\n\n                               MININGCO.COM, INC.\n\n                  (Pursuant to Sections 228, 242 and 245 of the\n                General Corporation Law of the State of Delaware)\n\n            MiningCo.com, Inc. (the \"Corporation\"), a corporation organized and\nexisting under the General Corporation Law of the State of Delaware (the\n\"General Corporation Law\"),\n\n            DOES HEREBY CERTIFY:\n\n            FIRST: That the Corporation filed its original Certificate of\nIncorporation with the Secretary of State of Delaware on November 17, 1998. On\nDecember 15, 1998, the Corporation filed with the Secretary of State of the\nState of Delaware an Amended and Restated Certificate of Incorporation. A\nCertificate of Merger was filed with the Secretary of State of the State of\nDelaware on December 24, 1998. On March 19, 1999, the Corporation filed a\nCertificate of Amendment to its Amended and Restated Certificate of\nIncorporation.\n\n            SECOND: That the Board of Directors duly adopted resolutions\nproposing to amend and restate the Second Amended and Restated Certificate of\nIncorporation of the Corporation, declaring said amendment and restatement to be\nadvisable and in the best interests of the Corporation and its stockholders, and\nauthorizing the appropriate officers of the Corporation to solicit the consent\nof the stockholders of the issued and outstanding Common Stock, $0.001 par\nvalue, and Preferred Stock, $0.001 par value, voting as a single class and as\nseparate classes, all in accordance with the applicable provisions of Sections\n228, 242 and 245 of the General Corporation Law of the State of Delaware;\n\n            THIRD: That the resolution setting forth the proposed amendment and\nrestatement is as follows:\n\n            \"RESOLVED, that the Second Amended and Restated Certificate of\n            Incorporation of the Corporation be amended and restated in its\n            entirety as follows:\n\n                                    ARTICLE I\n\n                                      Name\n\n                The name of the Corporation is MiningCo.com, Inc.\n\n\n\n                                   ARTICLE II\n\n                                Registered Office\n\n            The address of the registered office of the Corporation in the State\nof Delaware is Corporation Trust Center, 1209 Orange Street in the City of\nWilmington, State of Delaware 19801, County of New Castle. The name of its\nregistered agent at such address is The Corporation Trust Corporation.\n\n                                   ARTICLE III\n\n                                   Powers\/Term\n\n            The purpose of the Corporation is to engage in any lawful act or\nactivity for which a corporation may be organized under the General Corporation\nLaw. The Corporation is to have perpetual existence.\n\n                                   ARTICLE IV\n\n                                  Capital Stock\n\n            A. Classes of Stock.The Corporation is authorized to issue two\nclasses of stock to be designated, respectively, \"Common Stock\" and \"Preferred\nStock.\" The total number of shares which the Corporation is authorized to issue\nis 55,000,000 shares. 50,000,000 shares, par value $0.001 per share, shall be\nCommon Stock and 5,000,000 shares, par value $0.001 per share, shall be\nPreferred Stock. The consideration for the issuance of the shares shall be paid\nto or received by the Corporation in full before their issuance and shall not be\nless than the par value per share. The number of authorized shares of Common\nStock may be increased or decreased (but not below the number of shares thereof\nthen outstanding) by the affirmative vote of the holders of a majority of the\nstock of the Corporation entitled to vote, irrespective of the provisions of\nSection 242(b)(2) of the General Corporation Law of Delaware.\n\n            B. Common Stock.\n\n            (1) General. All shares of Common Stock will be identical and will\nentitle the holders thereof to the same rights, powers and privileges. The\nrights, powers and privileges of the holders of the Common Stock are subject to\nand qualified by the rights of holders of any then outstanding Preferred Stock.\n\n            (2) Dividends. Dividends may be declared and paid on the Common\nStock from funds lawfully available therefor as and when determined by the Board\nof Directors and subject to any preferential dividend rights of any then\noutstanding Preferred Stock.\n\n            (3) Dissolution, Liquidation or Winding Up. In the event of any\ndissolution, liquidation or winding up of the affairs of the Corporation,\nwhether voluntary or involuntary, each issued and outstanding share of Common\nStock shall entitle the holder thereof\n\n\n\nto receive an equal portion of the net assets of the Corporation available for\ndistribution to the holders of Common Stock, subject to any preferential rights\nof any then outstanding Preferred Stock.\n\n            (4) Voting Rights. Except as otherwise required by law or this\nAmended and Restated Certificate of Incorporation, each holder of Common Stock\nshall have one vote in respect of each share of stock held of record by such\nholder on the books of the Corporation for the election of directors and on all\nmatters submitted to a vote of stockholders of the Corporation. Except as\notherwise required by law or provided herein, holders of Preferred Stock shall\nvote together with holders of Common Stock as a single class, subject to any\nspecial or preferential voting rights of any then outstanding Preferred Stock.\nThere shall be no cumulative voting.\n\n            (5) Redemption. The Common Stock is not redeemable.\n\n            C. Preferred Stock. The Board of Directors is authorized, subject to\nlimitations prescribed by law, by the rules of a national securities exchange,\nif applicable, and by the provisions of this ARTICLE IV, to provide for the\nissuance of the shares of Preferred Stock in series, and by filing a certificate\npursuant to the applicable law of the State of Delaware, to establish from time\nto time the number of shares to be included in each such series, and to fix the\ndesignation, powers, preferences, and rights of the shares of each such series\nand the qualifications, limitations or restrictions thereof.\n\n            The authority of the Board with respect to each series shall\ninclude, but not be limited to, determination of the following:\n\n            (1) The number of shares constituting that series and the\ndistinctive designation of that series;\n\n            (2) The dividend rate on the shares of that series, whether\ndividends shall be cumulative, and, if so, from which date or dates, and the\nrelative rights of priority, if any, of payment of dividends on shares of that\nseries;\n\n            (3) Whether that series shall have voting rights, in addition to the\nvoting rights provided by law, and, if so, the terms of such voting rights;\n\n            (4) Whether that series shall have conversion privileges, and, if\nso, the terms and conditions of such conversion, including provision for\nadjustment of the conversion rate in such events as the Board of Directors shall\ndetermine;\n\n            (5) Whether or not the shares of that series shall be redeemable,\nand, if so, the terms and conditions of such redemption, including the date or\ndates upon or after which they shall be redeemable, and the amount per share\npayable in case of redemption, which amount may vary under different conditions\nand at different redemption dates;\n\n            (6) Whether that series shall have a sinking fund for the redemption\nor purchase of shares of that series, and, if so, the terms and amount of such\nsinking fund;\n\n\n\n            (7) The rights of the shares of that series in the event of\nvoluntary or involuntary liquidation, dissolution or winding up of the\nCorporation, and the relative rights or priority, if any, of payment of shares\nof that series; and\n\n            (8) Any other relative rights, preferences and limitations of that\nseries.\n\n            Dividends on outstanding shares of Preferred Stock shall be paid or\ndeclared and set apart for payment before any dividends shall be paid or\ndeclared and set apart for payment on the Common Stock with respect to the same\ndividend period.\n\n            If upon any voluntary or involuntary liquidation, dissolution or\nwinding up of the Corporation, the assets available for distribution to holders\nof shares of Preferred Stock of all series shall be insufficient to pay such\nholders the full preferential amount to which they are entitled, then such\nassets shall be distributed ratably among the shares of all series of Preferred\nStock in accordance with the respective preferential amounts (including unpaid\ncumulative dividends, if any) payable with respect thereto.\n\n            D. Preemptive Rights. No holder of any of the shares of any class or\nseries of stock or of options, warrants or other rights to purchase shares of\nany class or series of stock or of other securities of the Corporation shall\nhave any preemptive right to purchase or subscribe for any unissued stock of any\nclass or series, or any unissued bonds, certificates of indebtedness, debentures\nor other securities convertible into or exchangeable for stock of any class or\nseries or carrying any right to purchase stock of any class or series; but any\nsuch unissued stock, bonds, certificates or indebtedness, debentures or other\nsecurities convertible into or exchangeable for stock or carrying any right to\npurchase stock may be issued pursuant to resolution of the Board of Directors of\nthe Corporation to such persons, firms, corporations or associations, whether or\nnot holders thereof, and upon such terms as may be deemed advisable by the Board\nof Directors in the exercise of its sole discretion.\n\n                                    ARTICLE V\n\n                                    Directors\n\n            A. Number. The number of directors of the Corporation shall be such\nnumber, not less than five (5) nor more than fifteen (15) (exclusive of\ndirectors, if any, to be elected by holders of preferred stock of the\nCorporation, voting separately as a class), as shall be set forth from time to\ntime in the bylaws. Vacancies in the Board of Directors of the Corporation,\nhowever caused, and newly created directorships shall be filled by a vote of a\nmajority of the directors then in office, whether or not a quorum, and any\ndirector so chosen shall hold office for a term expiring at the annual meeting\nof stockholders at which the term of the class to which the director has been\nchosen expires and when the director's successor is elected and qualified.\n\n            B. Removal of Directors. Notwithstanding any other provisions of\nthis Certificate or the By-laws of the Corporation, any director or the entire\nBoard of Directors of the Corporation may be removed, at any time, but only for\ncause and only by the affirmative vote of the holders of not less than 66.67% of\nthe outstanding shares of capital stock of the Corporation entitled to vote\ngenerally in the election of directors (considered for this purpose as one\nclass)\n\n\n\ncast at a meeting of the stockholders called for that purpose. Notwithstanding\nthe foregoing, whenever the holders of any one or more series of preferred stock\nof the Corporation shall have the right, voting separately as a class, to elect\none or more directors of the Corporation, the preceding provisions of this\nARTICLE V shall not apply with respect to the director or directors elected by\nsuch holders of preferred stock.\n\n                                   ARTICLE VI\n\n                              Stockholder Meetings\n\n            Meetings of stockholders may be held within or without the State of\nDelaware, as the By-laws may provide. The books of the Corporation may be kept\n(subject to any provision contained in the statutes) outside the State of\nDelaware at such place or places as may be designated from time to time by the\nBoard of Directors or in the By-laws of the Corporation. The stockholders of the\nCorporation may not take any action by written consent in lieu of a meeting.\n\n                                   ARTICLE VII\n\n                       Limitation of Directors' Liability\n\n            Except to the extent that the General Corporation Law of Delaware\nprohibits the elimination or limitation of liability of directors for breaches\nof fiduciary duty, no director of the Corporation shall be personally liable to\nthe Corporation or its stockholders for monetary damages for any breach of\nfiduciary duty as a director, notwithstanding any provision of law imposing such\nliability. If the General Corporation Law is amended after approval by the\nstockholders of this ARTICLE VII to authorize corporate action further\neliminating or limiting the personal liability of directors, then the liability\nof a director of the Corporation shall be eliminated or limited to the fullest\nextent permitted by the General Corporation Law of the State of Delaware, as so\namended. No amendment to or repeal of this provision shall apply to or have any\neffect on the liability or alleged liability of any director of the Corporation\nfor or with respect to any acts or omissions of such director occurring prior to\nsuch amendment.\n\n                                  ARTICLE VIII\n\n                                 Indemnification\n\n            The Corporation may, to the fullest extent permitted by Section 145\nof the General Corporation Law of Delaware, as amended from time to time,\nindemnify each person who was or is a party or is threatened to be made a party\nto any threatened, pending or completed action, suit or proceeding, whether\ncivil, criminal, administrative or investigative, by reason of the fact that he\nis or was, or has agreed to become, a director or officer of the Corporation, or\nis or was serving, or has agreed to serve, at the request of the Corporation, as\na director, officer or trustee of, or in a similar capacity with, another\ncorporation, partnership, joint venture, trust or other enterprise (including\nany employee benefit plan) (all such persons being referred to hereafter as an\n\"Indemnitee\"), or by reason of any action alleged to have been taken or omitted\nin \n\n\n\nsuch capacity, against all expenses (including attorneys' fees), judgments,\nfines and amounts paid in settlement actually and reasonably incurred by him or\non his behalf in connection with such action, suit or proceeding and any appeal\ntherefrom.\n\n            Indemnification may include payment by the Corporation of expenses\nin defending an action or proceeding in advance of the final disposition of such\naction or proceeding upon receipt of an undertaking by the Indemnitee to repay\nsuch payment if it is ultimately determined that such person is not entitled to\nindemnification under this ARTICLE VIII, which undertaking may be accepted\nwithout reference to the financial ability of such person to make such\nrepayment.\n\n            The Corporation shall not indemnify any such person seeking\nindemnification in connection with a proceeding (or part thereof) initiated by\nsuch person unless the initiation thereof was approved by the Board of Directors\nof the Corporation.\n\n            The indemnification rights provided in this ARTICLE VIII (i) shall\nnot be deemed exclusive of any other rights to which Indemnitees may be entitled\nunder any law, agreement or vote of stockholders or disinterested directors or\notherwise, and (ii) shall inure to the benefit of the heirs, executors and\nadministrators of such persons. The Corporation may, to the extent authorized\nfrom time to time by its Board of Directors, grant indemnification rights to\nother employees or agents of the Corporation or other persons serving the\nCorporation and such rights may be equivalent to, or greater or less than, those\nset forth in this ARTICLE VIII.\n\n                                   ARTICLE IX\n\n                               Amendment of Bylaws\n\n            In furtherance of and not in limitation of powers conferred by\nstatute, the Board of Directors of the Corporation is expressly authorized to\nadopt, repeal, alter, amend and rescind the bylaws of the Corporation by vote of\n66.67% of the Board of Directors.\n\n                                    ARTICLE X\n\n                            Amendment of Certificate\n\n            The Corporation reserves the right to amend, alter, change or repeal\nany provision contained in this Second Amended and Restated Certificate of\nIncorporation, in the manner now or hereafter prescribed by statute and this\nSecond Amended and Restated Certificate of Incorporation, and all rights\nconferred upon stockholders herein are granted subject to this reservation.\nNotwithstanding the foregoing, the provisions set forth in ARTICLES VII, VIII,\nIX and this ARTICLE X may not be repealed, altered, amended or rescinded in any\nrespect unless the same is approved by the affirmative vote of the holders of\nnot less than 66.67% of the outstanding shares of capital stock of the\nCorporation entitled to vote generally in the election of directors (considered\nfor this purpose as a single class) cast at a meeting of the stockholders \n\n\n\ncalled for that purpose (provided that notice of such proposed repeal,\nalteration, amendment or rescission is included in the notice of such meeting).\n\n                                      * * *\n\n            FOURTH: That said amendments were duly adopted in accordance with\nthe provisions of Section 242 and 245 of the General Corporation Law.\n\n\n\n            IN WITNESS WHEREOF, this Second Amended and Restated Certificate of\nIncorporation has been signed by the President and the Assistant Secretary of\nthe Corporation this 26 day of March, 1999.\n\n\n                                        \/s\/  Scott Kurnit\n                                        -------------------------------------\n                                        Scott Kurnit\n                                        President and Chief Executive Officer\n                                          and Chairman of the Board of Directors\n\n\n                                        \/s\/ Robert Harris\n                                        -------------------------------------\n                                        Robert Harris\n                                        Secretary\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6551],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9573,9575],"class_list":["post-41584","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aboutcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41584","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41584"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41584"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41584"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41584"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}