{"id":41592,"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-com21-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-com21-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-com21-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; Com21 Inc."},"content":{"rendered":"<pre>\n                              AMENDED AND RESTATED\n\n                          CERTIFICATE OF INCORPORATION\n\n                                       OF\n\n                                   COM21, INC.\n\n\n        Com21, Inc., (the 'Corporation') a corporation organized and existing\nunder and by virtue of the general Corporation Law of the State of Delaware,\nhereby certifies as follows:\n\n        FIRST: The name of the corporation is Com21, Inc. and that corporation\nwas originally incorporated on June 29, 1992 pursuant to the General Corporation\nLaw.\n\n        SECOND: This Amended and Restated Certificate of Incorporation has been\nduly adopted in accordance with the provisions of Sections 245 and 242 of the\nGeneral Corporation Law of the State of Delaware by the directors and\nstockholders of the Corporation and is set forth in its entirety as follows:\n\n\n                                    ARTICLE I\n\n        The name of the corporation is Com21, Inc.\n\n                                   ARTICLE II\n\n        The address of the Corporation's registered office in the State of\nDelaware is 32 Loockerman Square, Suite L-100, Dover, Delaware 19901, County of\nKent. The name of its registered agent at such address is The Prentice-Hall\nCorporation System, Inc.\n\n\n                                   ARTICLE III\n\n        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 (the 'GCL').\n\n\n                                   ARTICLE IV\n\n        A. Classes of Stock. The Corporation is authorized to issue two classes\nof\n\n\n\n\n\nstock, to be designated, respectively, 'Common Stock' and 'Preferred Stock.' The\ntotal number of shares that the Corporation is authorized to issue is Forty Five\nMillion (45,000,000) shares. Forty Million (40,000,000) shares shall be Common\nStock, par value $0.001 per share and Five Million (5,000,000) shares shall be\nPreferred Stock, par value $0.001 per share.\n\n        B. Rights, Preferences and Restrictions of Preferred Stock. Without\nfurther stockholder approval, the Preferred Stock authorized by this Amended and\nRestated Certificate of Incorporation may be issued from time to time in one or\nmore series. The Board of Directors is hereby authorized to fix or alter the\npowers, preferences, rights and restrictions granted to or imposed upon each\nseries of Preferred Stock, and the number of shares constituting any such series\nand the designation thereof, or of any of them. The powers, preferences, rights\nand restrictions of any such additional series may be subordinated to, pari\npassu with (including, without limitation, inclusion in provisions with respect\nto liquidation and acquisition preferences, redemption and\/or approval of\nmatters by vote), or senior to any of those of any present or future class or\nseries of Preferred Stock or Common Stock. The Board of Directors is also\nauthorized to increase or decrease the number of shares of any series prior or\nsubsequent to the issue of that series, but not below the number of shares of\nsuch series then outstanding. In case the number of shares of any series shall\nbe so decreased, the shares constituting such decrease shall resume the status\nwhich they had prior to the adoption of the resolution originally fixing the\nnumber of shares of such series.\n\n        C. Common Stock.\n\n           1. Dividend Rights. Subject to the prior rights of holders of all\nclasses of stock at the time outstanding having prior rights as to dividends,\nthe holders of the Common Stock shall be entitled to receive, when and as\ndeclared by the Board of Directors, out of any assets of the Corporation legally\navailable therefor, such dividends as may be declared from time to time by the\nBoard of Directors.\n\n           2. Liquidation Rights. In the event of any voluntary or involuntary\nliquidation, dissolution or winding up of the Corporation, after distribution of\nthe preferential amounts to be distributed to the holders of shares of the\nPreferred Stock, the holders of shares of the Common Stock shall be entitled to\nreceive all of the remaining assets of the Corporation available for\ndistribution to its stockholders, ratably in proportion to the number of shares\nof the Common Stock held by them.\n\n           3. Redemption. The Common Stock is not redeemable.\n\n           4. Voting Rights. The holder of each share of Common Stock shall have\nthe right to one vote, and shall be entitled to notice of any stockholders'\nmeeting in accordance with the Bylaws of this Corporation, and shall be entitled\nto vote upon such matters and in such manner as may be provided by law.\n\n\n\n\n\n                                    ARTICLE V\n\n        Except as otherwise provided in this Amended and Restated Certificate of\nIncorporation, in furtherance and not in limitation of the powers conferred by\nstatute, the Board of Directors is expressly authorized to make, repeal, alter,\namend and rescind any or all of the Bylaws of the Corporation.\n\n\n                                   ARTICLE VI\n\n        In furtherance and not in limitation of the powers conferred by statute\nand subject to the provisions of Article VII:\n\n        A. The Board of Directors of the Corporation is expressly authorized to\nadopt, amend, alter, or repeal the Bylaws of the Corporation.\n\n        B. Elections of directors need not be by written ballot unless the\nBylaws of the Corporation shall so provide.\n\n        C. Meetings of stockholders may be held within or without the State of\nDelaware as the Bylaws may provide. The books of the Corporation may be kept at\nsuch place within or without the State of Delaware as the Bylaws of the\nCorporation may provide or as may be designated from time to time by the Board\nof Directors of the Corporation.\n\n\n                                   ARTICLE VII\n\n        A director of this Corporation, to the full extent permitted by the GCL\nas it now exists or as it may hereafter be amended, shall not be personally\nliable to the Corporation or its stockholders for monetary damages for breach of\nfiduciary duty as a director. Neither any amendment nor repeal of this Article\nNINTH, nor the adoption of any provision of this Amended and Restated\nCertificate of Incorporation inconsistent with this Article NINTH, shall\neliminate or reduce the effect of this Article NINTH in respect of any matter\noccurring, or any cause of action, suit or claim that, but for this Article\nNINTH, would accrue or arise, prior to such amendment, repeal or adoption of an\ninconsistent provision. If the GCL is amended after approval by the stockholders\nof this Article NINTH to authorize corporate action further eliminating or\nlimiting the personal liability of directors, then the liability of a director\nof the Corporation shall be eliminated or limited to the fullest extent\npermitted by the GCL as so amended.\n\n        Any repeal or modification of the foregoing provisions of this Article\nNINTH by the stockholders of the Corporation 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\n\n\n\n                                  ARTICLE VIII\n\n        To the full extent permitted by the GCL and any other applicable law,\nthis Corporation is also authorized to provide indemnification of, and\nadvancement of expenses to, such directors, officers, employees and agents\nthrough Bylaw provisions, agreements with such persons, vote of stockholders or\ndisinterested directors or otherwise, in excess of the indemnification and\nadvancement otherwise permitted by Section 145 of the GCL, subject only to\nlimits created by applicable Delaware law (statutory or non-statutory), with\nrespect to actions for breach of duty to this Corporation, its stockholders, and\nothers.\n\n        Any repeal or modification of any of the foregoing provisions of this\nArticle TENTH shall not adversely affect any right or protection of a director,\nofficer, agent or other person existing at the time of, or increase the\nliability of any director of this Corporation with respect to any acts or\nomissions of such director, officer or agent occurring prior to such repeal or\nmodification.\n\n\n                                   ARTICLE IX\n\n        The Corporation reserves the right to amend, alter, change or repeal any\nprovision contained in this Amended and Restated Certificate of Incorporation,\nin the manner now or hereafter prescribed by statute, and all rights conferred\nupon stockholders herein are granted subject to this reservation.\n\n\n\n\n\n\n\n\n\n        IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated\nCertificate of Incorporation to be signed by Peter D. Fenner, its President, and\nattested to by David L. Robertson, its Chief Financial Officer and Secretary, on\nthis __ day of April, 1998.\n\n                                        COM21,INC.\n\n\n\n                                        By: \n                                            ------------------------------------\n                                        Peter D. Fenner\n                                        President and Chief Executive Officer\n\n\n\nATTEST:\n\n\n-------------------------------------\nDavid L. Robertson,\nChief Financial Officer and Secretary\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7151],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9573,9575],"class_list":["post-41592","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-com21-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\/41592","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=41592"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41592"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41592"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41592"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}