{"id":41587,"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-ariba-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-ariba-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-ariba-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; Ariba Inc."},"content":{"rendered":"<pre>\n                              AMENDED AND RESTATED\n                         CERTIFICATE OF INCORPORATION OF\n                                   ARIBA, INC.\n            (ORIGINALLY INCORPORATED ON SEPTEMBER 17, 1996 UNDER THE\n                            NAME PROCURESOFT, INC.)\n\n\n                                    ARTICLE I\n\n     The name of the corporation is Ariba, Inc. (the \"Corporation\").\n\n                                   ARTICLE II\n\n     The address of the registered office of this corporation in the State of\nDelaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.\nThe name of its registered agent at such address is The Prentice-Hall\nCorporation System, Inc.\n\n                                   ARTICLE III\n\n     The nature of the business or purposes to be conducted or promoted is to\nengage in any lawful act or activity for which corporations may be organized\nunder the General Corporation Law of the State of Delaware.\n\n                                   ARTICLE IV\n\n     The Corporation is authorized to issue two classes of stock to be\ndesignated common stock (\"Common Stock\") and preferred stock (\"Preferred\nStock\"). The number of shares of Common Stock authorized to be issued is Two\nHundred Million (200,000,000), par value $.002 per share, and the number of\nshares of Preferred Stock authorized to be issued is Twenty Million\n(20,000,000), par value $.002 per share.\n\n     The board of directors is authorized, subject to any limitations prescribed\nby law, to provide for the issuance of shares of Preferred Stock in series, and\nby filing a certificate pursuant to the applicable law of the State of Delaware\n(such certificate being hereinafter referred to as a \"Preferred Stock\nDesignation\"), to establish from time to time the number of shares to be\nincluded in each such series, and to fix the designation, powers, preferences,\nand rights of the shares of each such series and any qualifications, limitations\nor restrictions thereof. The number of authorized shares of Preferred Stock may\nbe increased or decreased (but not below the number of shares thereof then\noutstanding) by the affirmative vote of the holders of a majority of the Common\nStock, without a vote of the holders of the Preferred Stock, or of any series\nthereof, unless a vote of any such holders is required pursuant to the terms of\nany Preferred Stock Designation.\n\n                                    ARTICLE V\n\n     The following provisions are inserted for the management of the business\nand the conduct of the affairs of the Corporation, and for further definition,\nlimitation and regulation of the powers of the Corporation and of its directors\nand stockholders:\n\n\n\n     A.   The business and affairs of the Corporation shall be managed by or\nunder the direction of the board of directors. In addition to the powers and\nauthority expressly conferred upon them by statute or by this Amended and\nRestated Certificate of Incorporation or the Bylaws of the Corporation, the\ndirectors are hereby empowered to exercise all such powers and do all such acts\nand things as may be exercised or done by the Corporation.\n\n     B.   The directors of the Corporation need not be elected by written ballot\nunless the Bylaws so provide.\n\n     C.   Any action required or permitted to be taken by the stockholders of\nthe Corporation must be effected at a duly called annual or special meeting of\nstockholders of the Corporation and may not be effected by any consent in\nwriting by such stockholders.\n\n     D.   Special meetings of stockholders of the Corporation may be called only\nby the Chairman of the Board or the President or by the board of directors\nacting pursuant to a resolution adopted by a majority of the Whole Board. For\npurposes of this Amended and Restated Certificate of Incorporation, the term\n\"Whole Board\" shall mean the total number of authorized directors whether or not\nthere exist any vacancies in previously authorized directorships.\n\n                                   ARTICLE VI\n\n     A.   Subject to the rights of the holders of any series of Preferred Stock\nto elect additional directors under specified circumstances, the number of\ndirectors shall be fixed from time to time by the board of directors pursuant to\na resolution adopted by a majority of the Whole Board. The directors, other than\nthose who may be elected by the holders of any series of Preferred Stock under\nspecified circumstances, shall be divided into three classes, with the term of\noffice of the first class to expire at the Corporation's first annual meeting of\nstockholders following the effectiveness of this Article, the term of office of\nthe second class to expire at the Corporation's second annual meeting of\nstockholders following the effectiveness of this Article and the term of office\nof the third class to expire at the Corporation's third annual meeting of\nstockholders following the effectiveness of this Article. At each annual meeting\nof stockholders, directors elected to succeed those directors whose terms expire\nshall be elected for a term of office to expire at the third succeeding annual\nmeeting of stockholders after their election.\n\n     B.   Subject to the rights of the holders of any series of Preferred Stock\nthen outstanding, newly created directorships resulting from any increase in the\nauthorized number of directors or any vacancies in the board of directors\nresulting from death, resignation, retirement, disqualification, removal from\noffice or other cause shall, unless otherwise provided by law or by resolution\nof the board of directors, be filled only by a majority vote of the directors\nthen in office, though less than a quorum, and directors so chosen shall hold\noffice for a term expiring at the annual meeting of stockholders at which the\nterm of office of the class to which they have been chosen expires. No decrease\nin the authorized number of directors shall shorten the term of any incumbent\ndirector.\n\n\n                                      -2-\n\n\n     C.   Advance notice of stockholder nominations for the election of\ndirectors and of business to be brought by stockholders before any meeting of\nthe stockholders of the Corporation shall be given in the manner provided in the\nBylaws of the Corporation.\n\n     D.   Subject to the rights of the holders of any series of Preferred Stock\nthen outstanding, any directors, or the entire board of directors, may be\nremoved from office at any time, but only for cause and only by the affirmative\nvote of the holders of at least sixty-six and two-thirds percent (66-2\/3%) of\nthe voting power of all of the then-outstanding shares of capital stock of the\nCorporation entitled to vote generally in the election of directors, voting\ntogether as a single class.\n\n                                   ARTICLE VII\n\n     A director of the Corporation shall not be personally liable to the\nCorporation or its stockholders for monetary damages for breach of fiduciary\nduty as a director, except for liability (i) for any breach of the director's\nduty of loyalty to the Corporation or its stockholders, (ii) for acts or\nomissions not in good faith or which involve intentional misconduct or a knowing\nviolation of law, (iii) under Section 174 of the Delaware General Corporation\nLaw, or (iv) for any transaction from which the director derived any improper\npersonal benefit. If the Delaware General Corporation Law is amended after\napproval by the stockholders of this Article to authorize corporate action\nfurther eliminating or limiting the personal liability of directors then the\nliability of a director of the Corporation shall be eliminated or limited to the\nfullest extent permitted by the Delaware General Corporation Law as so amended.\n\n     Any repeal or modification of the foregoing provisions of this Article by\nthe stockholders of the Corporation shall not adversely affect any right or\nprotection of a director of the Corporation existing at the time of, or increase\nthe liability of any director of this Corporation with respect to any acts or\nomissions of such director occurring prior to, such repeal or modification.\n\n                                  ARTICLE XIII\n\n     The board of directors is expressly empowered to adopt, amend or repeal the\nBylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of\nthe Corporation by the board of directors shall require the approval of a\nmajority of the Whole Board. The stockholders shall also have power to adopt,\namend or repeal the Bylaws of the Corporation; provided, however, that, in\naddition to any vote of the holders of any class or series of stock of the\nCorporation required by law or by this Amended and Restated Certificate of\nIncorporation, the affirmative vote of the holders of at least sixty-six and\ntwo-thirds percent (66-2\/3%) of the voting power of all of the then-outstanding\nshares of the capital stock of the Corporation entitled to vote generally in the\nelection of directors, voting together as a single class, shall be required to\nadopt, amend or repeal any provision of the Bylaws of the Corporation.\n\n                                   ARTICLE IX\n\n     In addition to any vote of the holders of any class or series of the stock\nof this Corporation required by law or by this Amended and Restated Certificate\nof Incorporation, the \n\n\n                                      -3-\n\n\naffirmative vote of the holders of a majority of the voting power of all of the\nthen outstanding shares of capital stock of the Corporation entitled to vote\ngenerally in the election of directors, voting together as a single class, shall\nbe required to amend or repeal the provisions of Article I, Article II, and\nArticle III of this Amended and Restated Certificate of Incorporation.\nNotwithstanding any other provision of this Amended and Restated Certificate of\nIncorporation or any provision of law which might otherwise permit a lesser vote\nor no vote, but in addition to any vote of the holders of any class or series of\nthe stock of this Corporation required by law or by this Amended and Restated\nCertificate of Incorporation, the affirmative vote of the holders of at least\nsixty-six and two-thirds percent (66-2\/3%) of the voting power of all of the\nthen outstanding shares of the capital stock of the Corporation entitled to vote\ngenerally in the election of directors, voting together as a single class, shall\nbe required to amend or repeal any provision of this Amended and Restated\nCertificate of Incorporation not specified in the preceding sentence.\n\n                                     * * * *\n\n\n\n\n\n\n\n                                      -4-\n\n\n     IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation,\nwhich restates and integrates and further amends the provisions of the\nCorporation's Amended and Restated Certificate of Incorporation, and which has\nbeen duly adopted in accordance with Sections 242 and 245 of the Delaware\nGeneral Corporation Law, has been executed by a duly authorized officer of the\nCorporation this 28th day of June, 1999.\n\n\n\n                                         \/s\/ Keith J. Krach                    \n                                         --------------------------------------\n                                         Keith J. Krach\n                                         President and Chief Executive Officer\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                      -5-\n\n\n              CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED\n                   CERTIFICATE OF INCORPORATION OF ARIBA, INC.\n\n     Ariba, Inc., a corporation organized and existing under and by virtue of\nthe General Corporation Law of the State of Delaware (the \"Corporation\"),\n\n     DOES HEREBY CERTIFY:\n\n     FIRST: That the Board of Directors adopted a resolution setting forth a\nproposed amendment to the Amended and Restated Certificate of Incorporation of\nsaid Corporation and declaring said amendment advisable and directing that said\namendment be submitted to the stockholders of said Corporation entitled to vote\nin respect thereof for their approval. The resolution setting forth said\namendment is as follows:\n\n          RESOLVED, that the Amended and Restated Certificate of Incorporation\n     of the Corporation be amended by replacing the first paragraph of Article\n     IV thereof so that such paragraph shall be and read as follows:\n\n               \"This corporation is authorized to issue two classes of stock to\n          be designated common stock (\"Common Stock\") and preferred stock\n          (\"Preferred Stock\"). The number of shares of Common Stock authorized\n          to be issued is Six Hundred Million (600,000,000), par value $0.002\n          per share, and the number of shares of Preferred Stock authorized to\n          be issued is Twenty Million (20,000,000), par value $0.002 per share.\"\n\n     SECOND: That thereafter said amendment was duly adopted in accordance with\nthe provisions of Section 242 of the General Corporation Law and the Amended and\nRestated Certificate of Incorporation of the Corporation by obtaining the\naffirmative vote of the holders of at least sixty-six and two-thirds percent\n(66-2\/3%) of the Common Stock in favor of said amendment in the manner set forth\nin Section 222 of the General Corporation Law.\n\n     IN WITNESS WHEREOF, this Certificate of Amendment of the Amended and\nRestated Certificate of Incorporation has been signed by the Chief Executive\nOfficer and the Secretary of the Corporation this 17th day of March, 2000.\n\n                                  ARIBA, INC.\n\n\n                                  By: \/s\/ Keith J. Krach                     \n                                     ----------------------------------------\n                                      Keith J. Krach, CHIEF EXECUTIVE OFFICER\n\nATTEST:\n\n\nBy: \/s\/ Edward P. Kinsey\n    ---------------------------------\n    Edward P. Kinsey, SECRETARY\n\n\n\n\n\n                         CERTIFICATE OF AMENDMENT OF THE\n              AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF\n                                   ARIBA, INC.\n\n     Ariba, Inc., a corporation organized and existing under and by virtue of\nthe General Corporation Law of the State of Delaware (the \"Corporation\"),\n\n     DOES HEREBY CERTIFY:\n\n     FIRST: That the Board of Directors adopted a resolution setting forth a\nproposed amendment to the Amended and Restated Certificate of Incorporation of\nsaid Corporation and declaring said amendment advisable and directing that said\namendment be submitted to the stockholders of said Corporation entitled to vote\nin respect thereof for their approval. The resolution setting forth said\namendment is as follows:\n\n          \"RESOLVED, that the Amended and Restated Certificate of Incorporation\n     of the Corporation be amended by replacing the first paragraph of Article\n     IV thereof so that such paragraph shall be and read as follows:\n\n                \"This corporation is authorized to issue two classes of stock to\n         be designated common stock (\"Common Stock\") and preferred stock\n         (\"Preferred Stock\"). The number of shares of Common Stock authorized to\n         be issued is Six Hundred One Million Eight Hundred Thousand\n         (601,800,000), par value $0.002 per share, and the number of shares of\n         Preferred Stock authorized to be issued is Twenty Million (20,000,000),\n         par value $0.002 per share.\"\n\n     SECOND: That thereafter said amendment was duly adopted in accordance with\nthe provisions of Section 242 of the General Corporation Law by obtaining a vote\nof at least sixty-six and two-thirds percent (66 2\/3%) of the Common Stock in\nfavor of said amendment in the manner set forth in Section 222 of the General\nCorporation Law of the State of Delaware.\n\n     IN WITNESS WHEREOF, this Certificate of Amendment of the Amended and\nRestated Certificate of Incorporation of the Corporation has been signed by the\nChief Executive Officer and the Secretary of the Corporation this 8th day of\nNovember, 2000.\n\n\n                                    ARIBA, INC.\n\n\n                                    By:\/s\/ Keith J. Krach                       \n                                       -----------------------------------------\n                                        Keith J. Krach, CHIEF EXECUTIVE OFFICER\n\nATTEST:\n\n\nBy: \/s\/ Edward P. Kinsey                    \n    ----------------------------------------\n    Edward P. Kinsey, SECRETARY\n\n\n\n\n\n\n\n                 CORRECTED CERTIFICATE OF CERTIFICATE AMENDMENT\n\n                                     OF THE\n\n              AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF\n\n                                   ARIBA, INC.\n\n\n         Pursuant to Section 103 of the Delaware General Corporation Law\n\n     A Certificate of Amendment of the Amended and Restated Certificate of\nIncorporation of Ariba, Inc. (the \"Certificate\") was filed with the Delaware\nSecretary of State on November 8, 2000. The document needs to be corrected in as\nit was incorrectly filed with the incorrect number of shares of Common Stock\nauthorized to be issued as 601,800,000. The correct number of shares of Common\nStock authorized to be issued is 1,500,000,000.\n\n     The document in its corrected form is set forth in its entirety as set\nforth in EXHIBIT A.\n\n     In Witness Whereof, this Corrected Certificate is executed on behalf of the\nCorporation by Keith J. Krach, its Chief Executive Officer, this 22nd day of\nDecember, 2000.\n\n\n\n                                      \/s\/ Keith J. Krach                       \n                                      -----------------------------------------\n                                      Keith J. Krach, Chief Executive Officer\n\n\n\n\n\n                                    EXHIBIT A\n                                    ---------\n\n                         CERTIFICATE OF AMENDMENT OF THE\n              AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF\n                                   ARIBA, INC.\n\n     Ariba, Inc., a corporation organized and existing under and by virtue of\nthe General Corporation Law of the State of Delaware (the \"Corporation\"),\n\n     DOES HEREBY CERTIFY:\n\n     FIRST: That the Board of Directors adopted a resolution setting forth a\nproposed amendment to the Amended and Restated Certificate of Incorporation of\nsaid Corporation and declaring said amendment advisable and directing that said\namendment be submitted to the stockholders of said Corporation entitled to vote\nin respect thereof for their approval. The resolution setting forth said\namendment is as follows:\n\n          \"RESOLVED, that the Amended and Restated Certificate of Incorporation\n     of the Corporation be amended by replacing the first paragraph of Article\n     IV thereof so that such paragraph shall be and read as follows:\n\n                \"This corporation is authorized to issue two classes of stock to\n         be designated common stock (\"Common Stock\") and preferred stock\n         (\"Preferred Stock\"). The number of shares of Common Stock authorized to\n         be issued is One Billion Five Hundred Million (1,500,000,000), par\n         value $0.002 per share, and the number of shares of Preferred Stock\n         authorized to be issued is Twenty Million (20,000,000), par value\n         $0.002 per share.\"\n\n     SECOND: That thereafter said amendment was duly adopted in accordance with\nthe provisions of Section 242 of the General Corporation Law by obtaining a vote\nof at least sixty-six and two-thirds percent (66 2\/3%) of the Common Stock in\nfavor of said amendment in the manner set forth in Section 222 of the General\nCorporation Law of the State of Delaware.\n\n     IN WITNESS WHEREOF, this Certificate of Amendment of the Amended and\nRestated Certificate of Incorporation of the Corporation has been signed by the\nChief Executive Officer and the Secretary of the Corporation this 8th day of\nNovember, 2000.\n\n\n                                   ARIBA, INC.\n\n\n                                   By:\/s\/ Keith J. Krach                      \n                                      -----------------------------------------\n                                       Keith J. Krach, CHIEF EXECUTIVE OFFICER\n\nATTEST:\n\n\nBy: \/s\/ Edward P. Kinsey                    \n    ----------------------------------------\n    Edward P. Kinsey, SECRETARY\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6749],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9573,9575],"class_list":["post-41587","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ariba-inc","corporate_contracts_industries-technology__software","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\/41587","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=41587"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41587"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41587"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41587"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}