{"id":41588,"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-audiovox-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-audiovox-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-audiovox-corp.html","title":{"rendered":"Certificate of Incorporation &#8211; Audiovox Corp."},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n\n                          CERTIFICATE OF INCORPORATION\n\n                                       OF\n\n                              AUDIOVOX CORPORATION\n\n              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE\n\n\n     We the  undersigned,  being,  respectively,  the President  and  Secretary,\nhereby certify as follows:\n\n     1. The name of the corporation (the \"Corporation\") is Audiovox Corporation.\n\n     2. The original  Certificate of Incorporation  was filed with the Secretary\nof State of the State of Delaware on April 10, 1987.\n\n     3. A  Certificate  of  Amendment  of the  Corporation  was  filed  with the\nSecretary of State of the State of Delaware on May 28, 1993.\n\n     4. In accordance  with Sections 242 and 245 of the General  Corporation Law\nof the State of Delaware (the \"DGCL\"),  this Amended and Restated Certificate of\nIncorporation  (a) has been duly  proposed by  resolutions  adopted and declared\nadvisable  by the Board of  Directors  of the  Corporation,  (b) approved by the\nstockholders  of the  Corporation  at its annual meeting of  stockholders,  duly\ncalled and held upon notice in accordance  with Section 222 of the DGCL, and (c)\nduly executed by an officer of the Corporation in accordance with Section 103 of\nthe DGCL and, upon filing with the Secretary of State in accordance with Section\n103, shall supersede the original Certificate of Incorporation,  as amended, and\nshall,  as it may  thereafter  be  amended  in  accordance  with its  terms  and\napplicable law, be the Certificate of Incorporation of the Corporation.\n\n                                        1\n\n\n\n\n\n     5.  Pursuant  to Section  103(d) of the DGCL,  this  Amended  and  Restated\nCertificate of  Incorporation  shall become  effective at 11:00 a.m. on April 6,\n2000.\n\n     6. The text of the  Certificate of  Incorporation  of the  Corporation,  as\namended  heretofore,  is hereby  amended and restated to read in its entirety as\nfollows:\n\n                          CERTIFICATE OF INCORPORATION\n                                       OF\n                              AUDIOVOX CORPORATION\n\n     FIRST:   The  name  of  the  Corporation  is  Audiovox   Corporation   (the\n\"Corporation\").\n\n     SECOND: The address of the Corporation's  registered office in the State of\nDelaware is 410 South State Street, in the City of Dover, County of Kent, 19901,\nand the  name of its  registered  agent  at such  address  is  United  Corporate\nServices, Inc.\n\n     THIRD:  The  purpose of the  Corporation  is to engage in any lawful act or\nactivity for which  corporations may be organized under the General  Corporation\nLaw of the State of Delaware.\n\n     FOURTH:  The total number of shares of stock the  Corporation has authority\nto issue is  71,550,000  shares,  of  which  60,000,000  shall be Class A Common\nStock,  par value $.01 per share (the \"Class A Common Stock\"),  10,000,000 shall\nbe Class B Common Stock,  par value $.01 per share (the \"Class B Common Stock\"),\n50,000 shall be  Preferred  Stock,  par value  $50.00 per share (the  \"Preferred\nStock\") and 1,500,000 shall be Series  Preferred Stock, par value $.01 per share\n(the \"Series Preferred Stock\").\n\n     A description of the different classes of the  Corporation's  capital stock\nand  a  statement  of  the  powers,   designations,   preferences  and  relative\nparticipating,  optional  or  other  special  rights,  and  the  qualifications,\nlimitations or restrictions thereof are as follows:\n\n                  A.       Class A and Class B Common Stock.\n                           ---------------------------------\n\n                         The Class A Common Stock and Class B Common Stock shall\n                    be identical in all respects and shall have equal rights and\n                    privileges, except as otherwise hereinafter provided.\n\n                           1.       Voting\n\n          (a) At every meeting of the  stockholders  of the Corporation (or with\n     respect  to  any  action  by  written  consent  in  lieu  of a  meeting  of\n     stockholders),  each share of Class A Common Stock shall be entitled to one\n     (1) vote (whether voted in person by the holder thereof or by proxy\n\n                                        2\n\n\n\n\n\nor pursuant to a  stockholders'  consent) and each share of Class B Common Stock\nshall be  entitled  to ten (10)  votes  (whether  voted in person by the  holder\nthereof or by proxy or pursuant to a stockholders' consent).\n\n           (b)     With respect to the election of directors, holders of Class A\nCommon  Stock voting as a separate  class shall be entitled,  subject to section\nA.1(e)  of this  Article  Fourth,  to  elect  that  number  of  directors  which\nconstitutes  25% of the  authorized  number of members of the Board of Directors\nand, if such 25% is not a whole number, then the holders of Class A Common Stock\nshall be entitled to elect the nearest  higher whole number of directors that is\nat least 25% of such  membership.  Holders of Class B Common  Stock  voting as a\nseparate  class shall be  entitled,  subject to section  A.1(f) of this  Article\nFourth,  to elect the remaining  directors.  Directors elected by the holders of\nClass A Common Stock,  voting as a separate class, and directors  elected by one\nor more other directors (as hereinafter  provided) to fill vacancies  created by\nthe death,  resignation or removal of directors elected by such class,  shall be\ndesignated as \"Class A Directors\".  Directors  elected by the holders of Class B\nCommon Stock,  voting as a separate class, and directors  elected by one or more\nother  directors  (as  hereinafter  provided) to fill  vacancies  created by the\ndeath,  resignation  or removal of  directors  elected by such  class,  shall be\ndesignated as \"Class B Directors\".  Directors  elected by the holders of Class A\nCommon  Stock  and  Class B Common  Stock,  voting  together  as a single  class\npursuant  to  section  A.1(e) or  section  A.1(f) of this  Article  Fourth,  and\ndirectors  elected by one or more other  directors to fill vacancies  created by\nthe death,  resignation or removal of directors so elected,  shall be designated\nas \"Joint Directors\".\n\n        (c)     Holders of Class A Common Stock shall vote as a separate class\non the  removal,  without  cause,  of any Class A  Director.  Holders of Class B\nCommon  Stock  shall be  entitled  to vote as a separate  class on the  removal,\nwithout  cause,  of any Class B  Director.  Holders of Class A Common  Stock and\nClass B Common Stock shall vote together as a single class on the removal,  with\ncause,  of any Class A Director or Class B Director and on the removal,  with or\nwithout cause, of any Joint Director.\n\n        (d)     Any vacancy in the office of a Class A Director may be filled by\na vote of the holders of Class A Common  Stock voting as a separate  class.  Any\nvacancy  in the  office  of a Class B  Director  may be  filled by a vote of the\nholders of Class B Common Stock voting as a separate  class.  Any vacancy in the\noffice of a Joint  Director may be filled by a vote of holders of Class A Common\nStock  and  Class  B  Common   Stock,   voting   together  as  a  single  class.\nNotwithstanding  anything in this subsection (d) to the contrary, any vacancy or\nnewly  created  directorship  of any  class  may be  filled  by the  vote of the\nmajority of the directors in such class, by the sole remaining  director in such\nclass or, in the event that there are no remaining  directors in such class,  by\nthe  vote of the  majority  of the  other  directors  or by the  sole  remaining\ndirector, regardless in each instance, of any quorum requirements set out in the\nBy-laws.  Any director elected by some or all of the directors to fill a vacancy\nor newly  created  directorship  shall serve  until the next  Annual  Meeting of\nStockholders  and until his or her successor has been elected and has qualified.\nIf permitted by the By-laws,  the Board of Directors  may increase the number of\ndirectors  and any vacancy so created  may be filled by the Board of  Directors;\nprovided,  however, that so long as the holders of Class A Common Stock have the\nrights provided in subsections\n\n                                                                        3\n\n\n\n\n\nA.1(b) and A.1(d) of this Article Fourth in respect of the last preceding Annual\nMeeting of Stockholders,  the Board of Directors may be so enlarged by the Board\nof Directors only to the extent that at least 25% of the enlarged Board consists\nof Class A Directors and in the manner set forth in the fourth  sentence of this\nsubsection A.1(d).\n\n     (e)  Holders  of Class A  Common  Stock  will  not have the  right to elect\ndirectors set forth in subsections  A.1(b) and A.1(d) if, on the record date for\nthe  stockholder  meeting at which such  directors are to be elected,  or on the\nrecord date for any written consent of stockholders  pursuant to which directors\nare elected, the number of issued and outstanding shares of Class A Common Stock\nis less than 10% of the  aggregate  number of issued and  outstanding  shares of\nClass A Common Stock and Class B Common Stock. In such case, all directors to be\nelected  shall be elected by holders of Class A Common  Stock and Class B Common\nStock voting together as a single class.\n\n     (f)  Holders  of Class B Common  Stock  will not have the  rights  to elect\ndirectors set forth in subsections  A.1(b) and A.1(d) if, on the record date for\nthe  stockholder  meeting at which such  directors are to be elected,  or on the\nrecord date for any written consent of stockholders  pursuant to which directors\nare elected, the number of issued and outstanding shares of Class B Common Stock\nis less than 12.5% of the aggregate  number of issued and outstanding  shares of\nClass A Common Stock and Class B Common Stock. In such case,  holders of Class A\nCommon Stock,  voting as a separate class,  shall have the right to elect 25% of\nthe members of the Board of  Directors  as provided in  subsection  A.1(b),  and\nholders  of Class A Common  Stock and  holders  of Class B Common  Stock  voting\ntogether as a single class shall be entitled to elect the remaining directors.\n\n     (g) Except as otherwise  specifically stated in this Article Fourth, shares\nof Class A Common  Stock and shares of Series  Preferred  Stock may be issued by\nthe Corporation from time to time as approved by the Board of Directors  without\nthe  approval  of the  stockholders.  No shares  of Class B Common  Stock may be\nissued by the Board of  Directors  without  the prior  approval of a majority in\ninterest of the holders of Class B Common Stock,  voting  separately as a class,\nexcept as provided in sections A.3 and A.4 of this Article Fourth.\n\n     (h) The holders of the Class A Common  Stock and the holders of the Class B\nCommon  Stock  shall  be  entitled  to vote as  separate  classes  only (i) when\nrequired by law to do so irrespective  of the  limitations  placed herein on the\nvoting  rights of such  stockholders,  or (ii)  where a  separate  class vote is\nrequired by specific  provisions  therefor in this Certificate of Incorporation.\nHolders of Class A Common  Stock and Class B Common Stock shall vote as a single\nclass in order to amend this  Certificate of  Incorporation so as to increase or\ndecrease the aggregate  number of  authorized  shares of any class or classes of\nstock,  and no separate  class vote of either  class shall be required  for such\namendment.\n\n     (i)  Notwithstanding  anything  in this  section A.1 to the  contrary,  the\nholders of Class A Common Stock shall have exclusive voting power on all matters\nat any time when no Class B Common  Stock is  issued  and  outstanding,  and the\nholders of Class B Common Stock shall have exclusive voting power on all matters\nat any time when no Class A Common Stock is issued and\n\n                                        4\n\n\n\n\n\noutstanding.\n\n                           2.       Conversion\n\n     (a) Each share of Class B Common  Stock may at any time be  converted  into\none (1) fully paid and  nonassessable  share of Class A Common  Stock.  Any such\nconversion  shall be effected by the surrender by the record  holder  thereof of\nthe certificate representing such share of Class B Common Stock to be converted,\nduly endorsed,  to the Corporation,  at the principal  executive  offices of the\nCorporation, or any transfer agent for the Company's Common Stock, together with\na written  notice of the election by the record holder  thereof to convert,  and\n(if so required by the  Corporation  or the transfer  agent) by  instruments  of\ntransfer in form  satisfactory to the  Corporation or the transfer  agent.  Such\nwritten  notice  shall state the name or names in which such holder  desires the\ncertificate or  certificates  for such Class A Common Stock to be issued and the\nnumber of shares of Class B Common Stock to be converted.  A conversion shall be\ndeemed  to  have  occurred  at the  close  of  business  on the  date  when  the\nCorporation or the transfer agent has received the  prescribed  written  notice,\nthe required  certificate or certificates  and any such  instruments of transfer\nand the person or persons  entitled to receive the Class A Common Stock issuable\non such  conversion  shall be treated for all  purposes as the record  holder or\nholders  of such  Class A Common  Stock on that  date.  The  Corporation  or the\ntransfer agent shall issue and deliver to such holder,  or such holder's nominee\nor nominees, a certificate or certificates  representing the number of shares of\nClass A  Common  Stock  to  which  such  holder  shall  be  entitled  as soon as\npracticable  thereafter.  In no event,  upon conversion of any shares of Class B\nCommon  Stock  into  shares  of Class A Common  Stock  shall  any  allowance  or\nadjustment  be made in respect of dividends on the Class B Common Stock or Class\nA Common Stock.  Any such conversion  shall be made without charge for any stamp\nor similar tax in respect of the issuance of the certificate or certificates for\nthe shares of Class A Common Stock issued in  connection  with such  conversion,\nunless such  certificate is to be issued in a name other than that of the record\nholder of the share or shares of Class B Common Stock  converted,  in which case\nsuch record holder shall pay to the Corporation or the transfer agent the amount\nof any tax which may be  payable in respect  of any  transfer  involved  in such\nconversion.\n\n     (b) The  Corporation  covenants  that it will at all times reserve and keep\navailable, solely for the purpose of issuance upon conversion of the outstanding\nshares of Class B Common Stock, such number of shares of Class A Common Stock as\nshall be issuable upon the conversion of all such outstanding  shares of Class B\nCommon  Stock,  provided  that  nothing  contained  herein shall be construed to\npreclude the  Corporation  from  satisfying  its  obligations  in respect of the\nconversion  of the  outstanding  shares of Class B Common  Stock by  delivery of\nshares  of  Class  A  Common  Stock  which  are  held  in  the  treasury  of the\nCorporation.\n\n     (c) The Corporation  shall not be required to convert Class B Common Stock,\nand no surrender of Class B Common  Stock shall be effective  for that  purpose,\nwhile the stock  transfer books of the  Corporation  are closed for any purpose,\nbut the valid  presentation  of Class B Common Stock for  conversion  during any\nperiod such books are so closed shall become effective for\n\n                                        5\n\n\n\n\n\nconversion  immediately  upon the reopening of such books,  as if the conversion\nhad been made on the date such Class B Common Stock was surrendered.\n\n     (d) Shares of the Class B Common Stock  converted as herein  provided shall\nresume the status of authorized but unissued shares of Class B Common Stock.\n\n     (e) No  fraction  of a share of Class A Common  Stock  shall be  issued  on\nconversion  of any Class B Common Stock but, in lieu  thereof,  the  Corporation\nshall pay in cash therefor the pro rata fair market value of any such  fraction.\nSuch  fair  market  value  shall  be  based,  in the  case  of  publicly  traded\nsecurities,  on the last sale price for such securities on the business day next\nprior to the date such fair market value is to be  determined  (or, in the event\nno sale is made on that day, the average of the closing bid and asked prices for\nthat day on the principal stock exchange on which Class A Common Stock is traded\nor, if the Class A Common  Stock is not then listed on any  national  securities\nexchange,  the average of the closing bid and asked prices for the day quoted by\nthe NASDAQ System),  or, if not publicly  traded,  the fair market value on such\ndate determined by a qualified  independent  appraiser expert in evaluating such\nsecurities and appointed by the Board of Directors of the Corporation.  Any such\ndetermination of fair market value shall be final and binding on the Corporation\nand on each holder of Class B Common Stock or Class A Common Stock.\n\n     3. Dividends\n\n     (a) The holders of Class A Common  Stock and Class B Common  Stock shall be\nentitled  to  receive  such  dividends  and  distributions,  payable  in cash or\notherwise,  as may be declared  thereon by the Board of  Directors  from time to\ntime out of  assets  or funds of the  Corporation  legally  available  therefor,\nprovided that all such dividends or distributions shall be paid or made in equal\namounts,  share for share,  to the  holders of Class A Common  Stock and Class B\nCommon Stock as if a single  class,  except that (i) the Board of Directors  may\ndeclare,  and the  Corporation may pay, an equal or a greater (but not a lesser)\namount per share on the Class A Common  Stock than on the Class B Common  Stock,\nin the case of a dividend  payable  solely in cash,  except a  dividend  paid in\npartial or complete  liquidation of the Corporation,  which liquidating dividend\nshall in any event be paid in the same  amount  per share to  holders of Class A\nCommon  Stock and Class B Common  Stock;  (b) in the event that any  dividend is\ndeclared  in  shares  of Class A Common  Stock  or  Class B Common  Stock,  such\ndividend  shall be declared  at the same rate per share on Class A Common  Stock\nand Class B Common Stock,  but the dividend  payable on shares of Class A Common\nStock  shall be  payable  in shares of Class A Common  Stock,  and the  dividend\npayable on shares of Class B Common  Stock shall be payable in shares of Class B\nCommon Stock; and (iii) any dividend described in section A.3(b) of this Article\nFourth may be paid as therein described.  The Board of Directors may declare and\npay  dividends  payable  solely in cash to the  holders of Class A Common  Stock\nwithout  declaring  and  paying  dividends  to the  holders of shares of Class B\nCommon Stock  (except for  dividends in partial or complete  liquidation  of the\nCorporation).\n\n     (b) In the event the Corporation shall distribute to the holders of Class A\nCommon  Stock  and  Class B Common  Stock  the  common  stock  or  substantially\nequivalent equity\n\n                                        6\n\n\n\n\n\nsecurities of any subsidiary of the  Corporation,  the Board of Directors  shall\nhave the power, but shall not be obligated,  to capitalize or recapitalize  such\nsubsidiary   with  classes  of  common  equity  having   powers,   designations,\npreferences, and relative, participating,  optional, or other special rights and\nqualifications,    limitations,   and   restrictions   thereof,   corresponding,\nrespectively,  insofar as practicable,  to those of the Class A Common Stock and\nClass B Common Stock,  and the Board of Directors of the Corporation  shall have\nthe power,  but shall not be obligated,  to distribute to the holders of Class A\nCommon Stock, the shares of the subsidiary with rights corresponding to those of\nthe Class A Common  Stock and to  distribute  to the  holders  of Class B Common\nStock,  the shares of the subsidiary with rights  corresponding  to those of the\nClass B Common Stock;  provided,  however,  that holders of Class A Common Stock\nand holders of Class B Common Stock shall  respectively  receive the same number\nof shares of such  subsidiary per share of Class A Common Stock and per share of\nClass B Common Stock held.\n\n                     4. Stock Splits and Other Transactions\n\n     Shares of Class A Common Stock or Class B Common Stock may not be split up,\nsubdivided, combined or reclassified, unless at the same time the shares of such\nother  class  are   proportionately  so  split  up,   subdivided,   combined  or\nreclassified in a manner which maintains the same proportionate equity ownership\nbetween  the  holders  of  Class A Common  Stock  and  Class B  Common  Stock as\ncomprised on the record date for any such transaction.\n\n                           5.       Liquidation Rights\n\n     (a) In the  event of any  dissolution,  liquidation  or  winding  up of the\naffairs of the Corporation,  whether voluntary or involuntary,  after payment or\nprovision for payment of the debts and other liabilities of the Corporation, the\nholders of  Preferred  Stock  shall be entitled to receive $50 per share and the\nholders of each series of Series  Preferred  Stock  shall  receive an amount for\neach share equal to the amount fixed and determined by the Board of Directors in\nany  resolution  or  resolutions  providing  for the issuance of any  particular\nseries of Series  Preferred  Stock,  plus,  in the case of the Series  Preferred\nStock,  an amount  equal to all  dividends  accrued and unpaid on shares of each\nseries  of Series  Preferred  Stock,  if any,  before  any of the  assets of the\nCorporation  shall be  distributed  or paid over to the holders of Common Stock.\nAfter  payments  in full of said amount to the  holders of  Preferred  Stock and\nSeries  Preferred  Stock,  in  accordance  with sections B and C of this Article\nFourth,  the remaining assets of the Corporation shall be divided among and paid\nratably to the holders of Class A Common Stock and Class B Common  Stock,  as if\nsuch classes constituted a single class.\n\n     (b) For any and all purposes of this Certificate of Incorporation,  neither\nthe  merger  or  consolidation  of  the  Corporation  into  or  with  any  other\ncorporation nor the merger or  consolidation  of any other  corporation  into or\nwith the Corporation,  nor a sale, transfer or lease of all or substantially all\nof the  assets  of the  Corporation,  nor any  other  transaction  or  series of\ntransactions  having  the  effect  of a  reorganization  shall be deemed to be a\nliquidation, dissolution or winding-up of the Corporation.\n\n\n                                        7\n\n\n\n\n\n     6. Restrictions on Transfer of Class B Common Stock\n\n     (a)  Without  the  written  consent  of the  holders of  two-thirds  of the\noutstanding  shares of Class B Common Stock, no person holding shares of Class B\nCommon  Stock  (hereinafter  called a \"Class B Holder\")  may  transfer,  and the\nCorporation  shall not  register  the transfer of, such shares of Class B Common\nStock or any  interest  therein,  whether by sale,  assignment,  gift,  bequest,\nappointment  or  otherwise,  except  to  a  \"Permitted  Transferee\".   The  term\n\"Permitted Transferee\" shall mean, with respect to each person from time to time\nshown as the record holder of shares of Class B Common Stock, as follows:\n\n     (i) In the case of a Class B Holder who is a natural  person and the holder\nof record and beneficial  ownership of shares subject to a proposed transfer,  a\n\"Permitted Transferee\" means:\n\n     (A) The  spouse  of  such  Class  B  Holder,  any  lineal  descendant  of a\ngrandparent  of such Class B Holder,  and any spouse of such  lineal  descendant\n(hereinafter collectively referred to as the \"Class B Holder's Family Members);\n\n     (B) The  trustee  of a trust  (including  a voting  trust)  solely  for the\nbenefit  of such  Class B Holder  and\/or  any of such  Class B  Holder's  Family\nMembers,  provid ed that such trust may also grant a general or special power of\nappointment  to one or more of such  Class B  Holder's  Family  Members  and may\npermit trust assets to be used to pay taxes,  legacies and other  obligations of\nthe  trust or of the  estates  of one or more of such  Class B  Holder's  Family\nMembers payable by reason of the death of any of such Family Members;\n\n     (C) A corporation of which all of the  beneficial  ownership of outstanding\ncapital stock  entitled to vote for the election of directors are owned by, or a\npartnership of which all of the partnership interests entitled to participate in\nthe management of the  partnership are held by, the Class B Holder or his or her\nPermitted Transferees  determined under this subsection (i), provided that if by\nreason of any change in the  ownership of such stock or  partnership  interests,\nsuch  corporation  or  partnership  would  no  longer  qualify  as  a  Permitted\nTransferee,  all shares of Class B Common Stock then held by such corporation or\npartnership  shall,  without  further act on anyone's  part,  be converted  into\nshares of Class A Common Stock,  and stock  certificates  formerly  representing\nsuch shares of Class B Common Stock shall  thereupon and thereafter be deemed to\nrepresent the like number of shares of Class A Common Stock;\n\n     (D) An  organization  established  by the  Class B Holder  or such  Class B\nHolder's  Family  Members,  contributions  to which are  deductible  for federal\nincome, estate, or gift tax purposes; or\n\n\n                                        8\n\n\n\n\n\n     (E) The executor, administrator or personal representative of the estate of\nsuch  Class B Holder  or the  guardian  or  conservator  of such  Class B Holder\nadjudged  disabled  by a court  of  competent  jurisdiction,  acting  in his own\ncapacity as such.\n\n     (ii) Any other Class B Holder.\n\n     (iii)In  the case of a Class B  Holder  holding  the  shares  subject  to a\nproposed transfer as trustee pursuant to a trust,  \"Permitted  Transferee\" means\n(A) the person who  established  such trust and (B) any Permitted  Transferee of\nany such transferor determined pursuant to subsection (i) above.\n\n     (iv) In the case of a Class B Holder which is a corporation or partnership,\nholding  record and  beneficial  ownership  of shares of Class B Common Stock in\nquestion,  \"Permitted  Transferee\" means (A) any person that transferred to such\ncorporation  or  partnership  the shares  that are the  subject of the  proposed\ntransfer and (B) any Permitted  Transferee of any such person  determined  under\nsubsection (i) above.\n\n     (v) In the case of a Class B Holder who is the executor,  administrator  or\npersonal  representative of the estate of a deceased Class B Holder, guardian or\nconservator  of the estate of a  disabled  Class B Holder or who is a trustee of\nthe  estate of a  bankrupt  or  insolvent  Class B  Holder,  and  provided  such\ndeceased,  disabled,  bankrupt or insolvent Class B Holder,  as the case may be,\nwas the  record  and  beneficial  owner  of the  shares  subject  to a  proposed\ntransfer,  \"Permitted Transferee\" means a Permitted Transferee of such deceased,\ndisabled, bankrupt or insolvent Class B Holder.\n\n     (vi)  Any  employee  benefit  plan  for the  benefit  of  employees  of the\nCorporation or any of its subsidiaries.\n\n     (vii) In the case of a Class B Holder  which is an  employee  benefit  plan\ndescribed in subsection.\n\n     (vi) \"Permitted  Transferee\"  shall include any beneficiary of such plan to\nwhom  shares  of stock of the  Corporation  may be  distributed,  but only as to\nshares so distributable.\n\n     (b) Notwithstanding  anything to the contrary set forth herein, any Class B\nHolder  may pledge  such  Holder's  shares of Class B Common  Stock to a pledgee\npursuant  to a bona  fide  pledge  of such  shares as  collateral  security  for\nindebtedness  due  to  the  pledgee,  provided  that  such  shares  may  not  be\ntransferred to or registered in the name of the pledgee and shall remain subject\nto the  provisions  of this  section A.6. In the event of  foreclosure  or other\nsimilar  action by the pledgee,  such pledged shares of Class B Common Stock may\nonly be transferred  to a Permitted  Transferee of the pledgor or converted into\nshares of Class A Common Stock, as the pledgee may elect.\n\n\n                                        9\n\n\n\n\n\n     (c) For purposes of this section A.6:\n\n     (i) The  relationship  of any person  that is  derived by or through  legal\nadoption shall be considered a natural one.\n\n     (ii) Each joint owner of shares of Class B Common Stock shall be considered\na Class B Holder of such shares.\n\n     (iii) A minor for whom shares of Class B Common Stock are held  pursuant to\na Uniform  Gifts to Minors  Act or  similar  law shall be  considered  a Class B\nHolder of such shares.\n\n     (iv) Unless  otherwise  specified,  the term  \"person\"  means both  natural\nperson and legal entities.\n\n     (d) Any transfer of shares of Class B Common Stock not permitted  hereunder\nshall result in the automatic  conversion of such shares of Class B Common Stock\ninto an equal number of shares of Class A Common Stock  without any further act,\neffective as of the date on which the certificate or  certificates  representing\nsuch shares are  presented  for  transfer on the books of the  Corporation.  The\nCorporation may, in connection with preparing a list of stockholders entitled to\nvote at any meeting of  stockholders,  or as a condition  to the transfer or the\nregistration  of  shares  of Class B Common  Stock on the  Corporation's  books,\nrequire the furnishing of such  affidavits or other proof as it deems  necessary\nto  establish  that any person is the record and  beneficial  owner of shares of\nClass B Common Stock or is a Permitted Transferee.\n\n     (e) Shares of Class B Common Stock shall be  registered in the names of the\nbeneficial owners thereof and not in \"street\" or nominee name. For this purpose,\na  \"beneficial  owner\" of any shares of Class 8 Common Stock shall mean a person\nwho, or any entity  which,  possesses the power,  either  singly or jointly,  to\ndirect  the  voting or the  disposition  of  shares  of Class B Common  Stock in\nquestion. The Corporation shall note on the certificates representing the shares\nof Class B Common Stock that there are restrictions on transfer and registration\nof transfer imposed by this section A.6.\n\n     (f) The Board of Directors may, from time to time,  establish practices and\nprocedures and promulgate rules and regulations,  in addition to those set forth\nin this Article Fourth,  and amend or revoke any of such practices,  procedures,\nrules and regulations, regarding the evidence necessary to establish entitlement\nof any transferee or purported  transferee of Class B Common Stock to vote or to\nbe registered as such.\n\n                  B.       Series Preferred Stock.\n                           ----------------------\n\n     The Board of Directors is hereby authorized to provide by resolution,  from\ntime to time,  for the  issuance of shares of Series  Preferred  Stock in one or\nmore series not exceeding the\n\n                                       10\n\n\n\n\n\naggregate  number  of  shares  of  Series  Preferred  Stock  authorized  by this\nCertificate of Incorporation,  as amended.  With respect to the Series Preferred\nStock,  the Board of Directors  shall determine with respect to each such series\nthe  voting  powers,  if any  (which  voting  powers if  granted  may be full or\nlimited), designations,  preferences and relative,  participating,  optional and\nother  special  rights,  and the  qualifications,  limitations  or  restrictions\nappertaining   thereto,   including  without  limiting  the  generality  of  the\nforegoing,  the voting rights appertaining to shares of any series (which may be\napplicable generally or only upon the happening and continuance of stated events\nor  conditions),  the rate of any dividend to which holders of any series may be\nentitled (which may be cumulative or  non-cumulative),  the rights of holders of\nany series in the event of liquidation, dissolution or winding up of the affairs\nof the Corporation,  and the rights (if any) of holders of any series to convert\nor exchange shares of such series for shares of any other class of capital stock\n(including  the  determination  of the  price  or  prices  or the  rate or rates\napplicable to such rights to convert or exchange and the adjustment thereof, and\nthe time or times  during  which  the  right to  convert  or  exchange  shall be\napplicable);  provided, however, that the Corporation shall not issue any shares\nof Series  Preferred  Stock  carrying  in excess of one vote per share or Series\nPreferred Stock convertible into Class B Common Stock without the prior approval\nof a majority  in interest  of the  holders of the Class B Common  Stock  voting\nseparately  as a class.  Nothing  contained in this section B shall  prevent the\nBoard of Directors  of the  Corporation  from  authorizing,  in its  discretion,\nseries  of Series  Preferred  Stock  having  rights  or  preferences  respecting\ndividends  or upon  liquidation,  dissolution  or winding up of the  Corporation\nsuperior, equal or subordinate to any such rights of the Preferred Stock granted\nby this  Certificate  of  Incorporation  or the laws of the  State of  Delaware;\nprovided,  however,  that in the event that shares of Series Preferred Stock are\nissued having rights or preferences  respecting dividends or upon liquidation of\nthe  Corporation  superior  to any  such  rights  of the  Preferred  Stock,  the\nCorporation shall redesignate the Preferred Stock by adding to the title thereof\nthe word \"Junior\", \"Subordinated\" or a word or words of similar import.\n\n     Before the Corporation  shall issue any shares of Series Preferred Stock of\nany series, a certificate  setting forth a copy of the resolution or resolutions\nof the Board of Directors, fixing the voting, powers, designations, preferences,\nthe  relative,  participating,  optional  or  other  rights,  if  any,  and  the\nqualifications, limitations and restrictions, if any, appertaining to the shares\nof  Series  Preferred  Stock of such  series,  and the  number of shares of such\nseries  authorized  by the Board of  Directors  to be issued shall be made under\nseal of the Corporation and signed by the President or Vice President and by the\nSecretary or an Assistant  Secretary of the Corporation and acknowledged by such\nPresident or Vice President as provided by the laws of the State of Delaware and\nshall be filed and a copy thereof recorded in the manner  prescribed by the laws\nof the State of Delaware.\n\n                  C.       Preferred Stock.\n                           ---------------\n\n     The  Corporation  shall be  authorized  to issue 50,000 shares of Preferred\nStock,  par value $50 per share.  The  Preferred  Stock shall not be entitled to\nreceive any dividends.\n\n     In the  event  of any  liquidation,  dissolution  or  winding  up  (whether\nvoluntary or involuntary) of the  Corporation,  holders of Preferred Stock shall\nbe entitled to be paid S50 per\n\n                                       11\n\n\n\n\n\nshare from the assets of the Corporation  available for distribution  (after any\nprior claims of holders of any Series Preferred Stock shall have been satisfied)\nbefore any amount shall be payable to holders of Common Stock.\n\n     The  Corporation  shall have the right until  January 1, 1993 to redeem the\nPreferred Stock, or any number of shares thereof, issued and outstanding, at any\ntime by paying to the  holders  thereof  the sum of $50 per share.  The Board of\nDirectors of the Corporation  shall have the full power and discretion to select\nfrom the outstanding  Preferred Stock particular  shares for redemption.  In all\ninstances, the Board of Directors shall have complete authority to determine and\ntake all  necessary  action  to  effect  the  cancellation  of the  certificates\nrepresenting such shares. Upon completion of such actions, the rights of holders\nof shares of  Preferred  Stock which have been  redeemed  shall in all  respects\ncease,  provided that such holders  shall be entitled to receive the  redemption\nprice for such shares.  Notice of redemption shall be mailed by the Secretary of\nthe  Corporation  to  holders  of record of the stock to be  redeemed,  at their\naddresses as they shall appear on the records of the  Corporation.  The Board of\nDirectors  shall have the power to the extent  permitted by law to determine the\nsource of the funds to be used for redeeming such stock.\n\n     Except as  required  by the laws of the State of  Delaware,  the holders of\nPreferred Stock shall not be entitled to vote at any meeting of the stockholders\nfor the  election  of  directors  or for  any  other  purpose  or  otherwise  to\nparticipate in any action taken by the Corporation or the stockholders  thereof,\nor to receive notice of any meeting of stockholders.\n\n     FIFTH: 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 Fifth 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  paragraph by the  stockholders\nof the Corporation  shall be prospective only and shall not adversely affect any\nright or  protection  of a director of the  Corporation  existing at the time of\nsuch repeal or modification.\n\n     SIXTH:  (a) Each person who was or is made a party or is  threatened  to be\nmade a party to or is  otherwise  involved  in any action,  suit or  proceeding,\nwhether  civil,  criminal,   administrative  or  investigative   (hereinafter  a\n\"proceeding\"),  by  reason of the fact  that he or she is or was a  director  or\nofficer  of  the  Corporation  or is or  was  serving  at  the  request  of  the\nCorporation as a director or officer of another corporation or of a partnership,\njoint  venture,  trust or other  enterprise,  including  service with respect to\nemployee benefit plans (hereinafter an \"indemnitee\"),  whether the basis of such\nproceeding is\n\n                                       12\n\n\n\n\n\nalleged action in an official  capacity as a director or officer or in any other\ncapacity  while serving as a director or officer shall be  indemnified  and held\nharmless by the  Corporation  to the fullest  extent  authorized by the Delaware\nGeneral Corporation Law, as the same exists or may hereafter be amended (but, in\nthe case of any such amendment,  only to the extent that such amendment  permits\nthe  Corporation  to  provide  broader  indemnification  rights  than  such  law\npermitted  the  Corporation  to provide  prior to such  amendment),  against all\nexpense, liability and loss (including attorneys' fees, judgments,  fines, ERISA\nexcise taxes or penalties and amounts paid in settlement) reasonably incurred or\nsuffered by such  indemnitee  in connection  therewith and such  indemnification\nshall  continue as to an  indemnitee  who has ceased to be a director or officer\nand  shall  inure  to the  benefit  of the  indemnitee's  heirs,  executors  and\nadministrators;  provided,  however,  that,  except as provided in paragraph (b)\nhereof with respect to  proceedings to enforce  rights to  indemnification,  the\nCorporation  shall indemnify any such indemnitee in connection with a proceeding\n(or part thereof)  initiated by such indemnitee only if such proceeding (or part\nthereof) was authorized by the Board of Directors of the Corporation.  The right\nto  indemnification  conferred in this section shall be contract right and shall\ninclude  the  right  to be paid by the  Corporation  the  expenses  incurred  in\ndefending any such proceeding in advance of its final  disposition  (hereinafter\nan  \"advancement  of  expenses\");  provided,  however,  that an  advancement  of\nexpenses  incurred  by an  indemnitee  in his or her  capacity  as a director or\nofficer  (and not in any other  capacity in which  service was or is rendered by\nsuch indemnitee,  including without  limitation,  service to an employee benefit\nplan) shall be made only upon delivery to the Corporation of (i) an undertaking,\nby or on behalf of such indemnitee, to repay all amounts so advanced if it shall\nultimately  be  determined  by final  judicial  decision  from which there is no\nfurther right to appeal that such  indemnitee is not entitled to be  indemnified\nfor such expenses under this section or otherwise  (hereinafter an \"undertaking)\nand (ii)  assurances that the indemnitee can fulfill such  undertaking,  in form\nand  substance  satisfactory  to the Board of Directors by a majority  vote of a\nquorum  consisting of directors who are not party to the  proceeding;  provided,\nhowever, that in the event all of the directors are party to the proceeding,  no\nsuch assurances shall be required.\n\n     (b) If a claim under  section (a) of this Article Sixth is not paid in full\nby the Corporation  within sixty days after a written claim has been received by\nthe  Corporation,  except in the case of a claim for an advancement of expenses,\nin which case the applicable  period shall be twenty days, the indemnitee may at\nany time  thereafter  bring suit against the  Corporation  to recover the unpaid\namount of the claim. If successful in whole or in part in any such suit, or in a\nsuit brought by the  Corporation to recover an advancement of expenses  pursuant\nto the terms of an undertaking, the indemnitee shall be entitled to be paid also\nthe expense of  prosecuting  or defending  such suit. In any suit brought by the\nindemnitee to enforce a right to  indemnification  hereunder  (but not in a suit\nbrought by the  indemnitee to enforce a right to an  advancement of expenses) it\nshall be a defense that the indemnitee  has not met the  applicable  standard of\nconduct set forth in the Delaware  General  Corporation  Law. In any suit by the\nCorporation to recover an  advancement  of expenses  pursuant to the terms of an\nundertaking,  the Corporation  shall be entitled to recover such expenses upon a\nfinal  adjudication  that the indemnitee has not met the applicable  standard of\nconduct set forth in the Delaware  General  Corporation Law. Neither the failure\nof the Corporation (including its Board of Directors, independent legal counsel,\nor its  stockholders) to have made a determination  prior to the commencement of\nsuch suit that  indemnification of the indemnitee is proper in the circumstances\nbecause the indemnitee has met the applicable standard\n\n                                       13\n\n\n\n\n\nof conduct set forth in the  Delaware  General  Corporation  Law,  nor an actual\ndetermination by the Corporation (including its Board of Directors,  independent\nlegal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such\napplicable  standard of conduct,  shall create a presumption that the indemnitee\nhas not met the  applicable  standard  of conduct or, in the case of such a suit\nbrought by the indemnitee, be a defense to such suit. In any suit brought by the\nindemnitee to enforce a right  hereunder,  or by the  Corporation  to recover an\nadvancement of expenses  pursuant to the terms of an undertaking,  the burden of\nproving  that  the  indemnitee  is not  entitled  to be  indemnified  or to such\nadvancement  of  expenses  under  this  section  or  otherwise  shall  be on the\nCorporation.\n\n     (c) The  rights  to  indemnification  and to the  advancement  of  expenses\nconferred  in this  Section  shall not be exclusive of any other right which any\nperson may have or hereafter  acquire  under any statute,  this  Certificate  of\nIncorporation,   By-law,   agreement,  vote  of  stockholders  or  disinterested\ndirectors or otherwise.\n\n     (d) The  Corporation  may maintain  insurance,  at its expense,  to protect\nitself  and any  director,  officer,  employee  or agent of the  Corporation  or\nanother  corporation,  partnership,  joint  venture,  trust or other  enterprise\nagainst any expense,  liability or loss,  whether or not the  Corporation  would\nhave the power to indemnify such person against such expense,  liability or loss\nunder the Delaware General Corporation Law.\n\n     (e) The Corporation may, to the extent  authorized from time to time by the\nBoard of Directors, grant rights to indemnification and\/or to the advancement of\nexpenses, to any person who was or is an employee or agent of the Corporation or\nwas or is serving at the request of the  Corporation  as an employee or agent of\nanother  corporation  or  of  a  partnership,  joint  venture,  trust  or  other\nenterprise,  including  service with respect to employee  benefit plans,  to the\nfullest  extent of the  provisions of this Article Sixth and applicable law with\nrespect to the indemnification and advancement of expenses.\n\n     SEVENTH:  The  following  provisions  are inserted for the  regulation  and\nconduct of the affairs of the  Corporation,  and it is expressly  provided  that\nthey are intended to be in furtherance and not in limitation or exclusion of the\npowers elsewhere contained herein or in the By-laws or conferred by law:\n\n     (a) The  election of  directors  of the  Corporation  need not be by ballot\nunless the By-laws so require.\n\n     (b) The Board of Directors of the Corporation has the power to adopt, amend\nor repeal the By-laws of the Corporation.\n\n     (c) Except as otherwise  required by law, at any annual or special  meeting\nof  stockholders  only  such  business  shall be  conducted  as shall  have been\nproperly  brought  before the meeting in accordance  with the provisions of this\nCertificate of Incorporation and the By-laws of the Corporation.  In order to be\nproperly  brought  before the meeting,  such  business must have either been (i)\nspecified in the\n\n                                       14\n\n\n\n\n\nwritten notice of the meeting (or any supplement  thereto) given to stockholders\nof record on the  record  date for such  meeting by or at the  direction  of the\nBoard of  Directors,  (ii)  brought  before the meeting at the  direction of the\nBoard of  Directors  or the  Chairman of the  meeting,  or (iii)  specified in a\nwritten  notice given by or on behalf of a  stockholder  of record on the record\ndate for such meeting  entitled to vote thereat or a duly  authorized  proxy for\nsuch stockholder, in accordance with all of the following requirements. A notice\nreferred to in clause (iii) of this section must be delivered  personally to, or\nmailed to and received at, the principal  executive  office of the  Corporation,\naddressed  to the  attention  of the  Secretary,  in the case of  business to be\nbrought before a special  meeting of  stockholders,  not more than ten (10) days\nafter the date of the initial notice  referred to in clause (i) of this section,\nand,  in the  case of  business  to be  brought  before  an  annual  meeting  of\nstockholders, not less than ten (10) days prior to the first anniversary date of\nthe initial  notice  referred to in clause (i) of this  section of the  previous\nyear's annual meeting; provided, however, that such notice shall not be required\nto be given more than 75 days prior to the annual meeting of stockholders.  Such\nnotice  referred to in clause (iii) of this  section  shall set forth (A) a full\ndescription  of each such item of  business  proposed  to be brought  before the\nmeeting,  (B) the name of the person proposing to bring such business before the\nmeeting  and the class and number of shares held of record and  beneficially  by\nsuch  person as of the record  date for the  meeting (if such date has then been\nmade publicly  available) and as of the date of such notice,  (C) if any item of\nsuch business involves a nomination for director, all information regarding each\nsuch  nominee  that  would be  required  to be set forth in a  definitive  proxy\nstatement filed with the Securities and Exchange Commission (the \"SEC\") pursuant\nto  Section 14 of the  Securities  and  Exchange  Act of 1934,  as amended  (the\n\"Exchange Act\"), or any successor thereto,  and the written consent of each such\nnominee  to serve,  if  elected,  and (D) all other  information  that  would be\nrequired to be filed with the SEC if, with respect to the  business  proposed to\nbe brought  before  the  meeting,  the person  proposing  such  business  were a\nparticipant in a  solicitation  subject to Section 14 of the Exchange Act or any\nsuccessor  thereto.  No business  shall be brought  before any annual or special\nmeeting of  stockholders  otherwise  than as  provided  in this  section  (c) of\nArticle Seventh.\n\n     (d) Special meetings of stockholders may be called only at the direction of\nthe Board of  Directors  by  resolution  adopted  by the  affirmative  vote of a\nmajority of the entire Board of Directors,  by the President of the  Corporation\nor by the holders of not less than 25% of all the shares entitled to vote at the\nmeeting.\n\n     (e) At every meeting of  stockholders,  the President or, in the absence of\nthe President,  the Executive  Vice President or Vice President  selected by the\nPresident,  shall act as Chairman of the  meeting.  The  Chairman of the meeting\nshall have the sole authority to prescribe the agenda and rules of order for the\nconduct of each meeting of stockholders  and to determine all questions  arising\nthereat relating to the order of business and the conduct of the meeting, except\nas otherwise required by law.\n\n     EIGHTH:  To the  fullest  extent now or  hereafter  permitted  by law,  the\nCorporation reserves the right to amend, alter, change, supplement or repeal any\nprovision of this  Certificate of  Incorporation,  as from time to time amended,\naltered,  changed,  supplemented  or repealed,  and all rights of  stockholders,\ndirectors and officers are subject to this express reservation.\n\n\n                                       15\n\n\n\n\n     7. The  restated  certificate  was  authorized  and adopted by the Board of\nDirectors in accordance  with Section 245(B) of the General  Corporation  Law of\nthe State of Delaware.\n\n     IN WITNESS  WHEREOF,  we have hereunto signed our names and affirm that the\nstatements made herein are true under the penalties of perjury,  this 6th day of\nApril, 2000. \n\n                                        AUDIOVOX CORPORATION\n\n\n                                        By:s\/ John J. Shalam   \n                                        -----------------------\n                                        John J. Shalam, President\n\n\n                                        By:s\/ Chris Lis Johnson\n                                        -----------------------\n                                        Chris Lis Johnson, Secretary\n\n\n                                       16\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6794],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9573,9575],"class_list":["post-41588","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-audiovox-corp","corporate_contracts_industries-telecommunications__equipment","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\/41588","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=41588"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41588"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41588"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41588"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}