{"id":41595,"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-dean-amp-amp-deluca-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-dean-amp-amp-deluca-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-dean-amp-amp-deluca-inc.html","title":{"rendered":"Certificate Of Incorporation &#8211; Dean &#038; DeLuca Inc."},"content":{"rendered":"<pre>                                    RESTATED\n                          CERTIFICATE OF INCORPORATION\n                                       OF\n                               DEAN &amp; DELUCA, INC.\n\n PURSUANT TO Section 241 AND Section 245 OF THE DELAWARE GENERAL CORPORATION LAW\n\n         Dean &amp; DeLuca, Inc. (the 'CORPORATION'), a corporation organized and\nexisting under and by virtue of the Delaware General Corporation Law, which\noriginally filed a Certificate of Incorporation with the Secretary of State of\nthe State of Delaware on July 28, 1999, hereby adopts the following Restated\nCertificate of Incorporation pursuant to Section 241 and Section 245 of the \nDelaware General Corporation Law.\n\n         1. The name of the corporation is Dean &amp; DeLuca, Inc.\n\n         2. The address of the Corporation's registered office in Delaware is\nCorporation Trust Center, 1209 Orange Street, City of Wilmington, County of New\nCastle, Delaware 19801. The Corporation Trust Company is the Corporation's\nregistered agent at that address.\n\n         3. The purpose of the Corporation is to engage in any lawful act or\nactivity for which corporations may be organized under the Delaware General\nCorporation Law.\n\n         4. A. The Corporation shall have authority to issue a total number of\n44,000,000 shares of stock, initially consisting of (i) 40,000,000 shares of\ncommon stock, par value $0.01 per share (the 'COMMON STOCK')and (ii) 4,000,000\nshares of preferred stock, par value $0.01 per share (the 'PREFERRED STOCK'), of\nwhich 3,669,760 shall be designated Series A Convertible Preferred Stock, par\nvalue $0.01 per share (the 'SERIES A PREFERRED'), and the remainder shall be\nundesignated as to class or series. Subject to any limitations prescribed by\nlaw, the Board of Directors of the Corporation (the 'BOARD') is authorized to\nprovide for the issuance of the shares of unissued and undesignated Preferred\nStock, in one or more classes or series, and, by filing a certificate pursuant\nto the applicable law of the State of Delaware, to establish from time to time\nthe number of shares to be included in each such class or series, and to fix the\ndesignation, powers, preferences and rights of the shares of each such class and\nseries and the qualifications, limitations or restrictions thereof. Without\nlimiting the generality of the grant of authority contained in the preceding\nsentence, the Board is authorized to determine any or all of the following, and\nthe shares of each series may vary from the shares of any other series in any or\nall of the following aspects:\n\n                  (i) the number of shares of such series (which may\nsubsequently be increased, except as otherwise provided by the resolutions of\nthe Board providing for the issue of such series, \n\n\n\n\nor decreased to a number not less than the number of shares then outstanding)\nand the distinctive designation thereof;\n\n\n                  (ii) the dividend rights, if any, of such series, the dividend\npreferences, if any, as between such series and any other class or series of\nstock, whether and the extent to which shares of such series shall be entitled\nto participate in dividends with shares of any other series or class of stock,\nwhether and the extent to which dividends on such series shall be cumulative,\nand any limitations, restrictions or conditions on the payment of such\ndividends;\n\n                  (iii) the time or times during which, the price or prices at\nwhich, and any other terms or conditions on which the shares of such series may\nbe redeemed, if redeemable;\n\n                  (iv) the rights of such series, and the preferences, if any,\nas between such series and any other class or series of stock, in the event of\nany voluntary or involuntary liquidation, dissolution or winding-up of the\nCorporation and whether and the extent to which shares of any such series shall\nbe entitled to participate in such event with any other class or series of\nstock;\n\n                  (v) the voting powers, if any, in addition to the voting\npowers prescribed by law of shares of such series, and the terms of exercise of\nsuch voting powers;\n\n                  (vi) whether shares of such series shall be convertible into\nor exchangeable for shares of any other series or class of stock, or any other\nsecurities, and the terms and conditions, if any, applicable to such right; and\n\n                  (vii) the terms and conditions, if any, of any purchase,\nretirement or sinking fund which may be provided for the shares of such series.\n\n                  B. The following is a statement of the designations, powers,\npreferences and rights of the Series A Preferred.\n\n                  (i) the number of shares constituting the Series A Preferred\nshall be 3,669,760 shares, each of which shall have a stated value of $5.4499\n(the 'STATED VALUE').\n\n                  (ii) DIVIDENDS.\n\n                           a. Holders of shares of Series A Preferred shall be\n         entitled to receive, if, when and as declared by the board of directors\n         of the Corporation and to the extent permitted by the General\n         Corporation Law of the State of Delaware, dividends at an annual rate\n         equal to 8% of the Stated Value per share for each of the then\n         outstanding shares of Series A Preferred, calculated on the basis of a\n         360-day year consisting of twelve 30 day months. Such dividends shall\n         be non-cumulative and shall be paid at the times and in the manner set\n         forth in this Section 4(B). Dividends, if declared and paid, shall be\n         calculated from the later of the date of issuance \n\n\n                                        2\n\n\n\n\n\n\n         of the Series A Preferred or the latest date as of which dividends\n         shall have been previously declared on the Series A Preferred.\n\n\n                           b. Any dividend payment made with respect to the\n         Series A Preferred shall be made, at the sole discretion of the board\n         of directors, in cash out of funds legally available for such purpose.\n\n                           c. No dividends shall be declared or paid on the\n         Common Stock in any calendar year unless and until dividends shall be\n         declared and paid on the Series A Preferred. Thereafter, if any\n         dividends are declared with respect to the Common Stock within the same\n         calendar year, the holders of shares of Series A Preferred, as of the\n         record date established by the board of directors for such dividend,\n         shall be entitled to receive as dividends, in addition to any amounts\n         paid as dividends pursuant to Section 4(B)(ii)(a) above, an amount\n         equal to the amount of the dividends that such holder would have\n         received had the Series A Preferred been converted into Common Stock as\n         of the date immediately prior to the record date of such dividend.\n\n                           d. Dividends shall be payable, when and as declared\n         by the board of directors, on the date established by the board of\n         directors for payment thereof; except that if any such date is a\n         Saturday, Sunday or legal holiday, then such dividend shall be payable\n         on the first immediately succeeding day which is not a Saturday, Sunday\n         or legal holiday. Each dividend shall be paid to the holders of record\n         of shares of Series A Preferred as they appear on the books of the\n         Corporation on a record date fixed by resolution of the board of\n         directors of the Corporation, which record date shall be not more than\n         60 days nor fewer than ten (10) days preceding the date so established.\n\n                           e. Dividends declared on the Series A Preferred shall\n         be payable before any dividends or distributions or other payments\n         shall be paid or set aside for payment upon the Junior Stock (as\n         defined below), other than a dividend, distribution or payment paid\n         solely in shares of Junior Stock that is not Redeemable Stock or\n         Convertible Stock (in each case as defined below). If at any time\n         dividends declared on the outstanding shares of Series A Preferred\n         shall not have been paid or set apart for payment, the amount of the\n         declared but unpaid dividends shall be fully paid or set apart for\n         payment, before any dividend, distribution or payment shall be declared\n         or paid upon or set apart for the shares of any other class or series\n         of Junior Stock or Parity Securities (as defined below), other than a\n         dividend, distribution or payment paid solely in shares of Junior Stock\n         that is not Redeemable Stock or Convertible Stock. For purposes hereof,\n         'REDEEMABLE STOCK' means any equity security that by its terms or\n         otherwise is required to be redeemed for cash at any time or is\n         redeemable for cash at the option of the holder thereof at any time.\n         For purposes hereof, 'CONVERTIBLE STOCK' means any equity security that\n         by its terms or otherwise may be converted or exchanged for any other\n         security of the Corporation or its subsidiaries at the option of the\n         holder thereof or the Corporation at any time.\n\n\n                                        3\n\n\n\n                           f. If there shall be outstanding shares of any Parity\n         Securities (as defined below), then no dividends shall be declared or\n         paid or set apart for payment on any such Parity Securities for any\n         period unless dividends have been or contemporaneously are declared and\n         paid or declared and a sum sufficient for the payment thereof set apart\n         for such payment on the Series A Preferred. In no event shall any\n         dividends be declared or paid on Parity Securities unless dividends\n         shall be declared and paid on the Series A Preferred. For purposes of\n         this document, 'PARITY SECURITIES' means any class or series of capital\n         stock that is entitled to share ratably with the Series A Preferred in\n         the payment of dividends, if any, and, in the event that the amounts\n         payable thereon on liquidation are not paid in full, is entitled to\n         share ratably with the Series A Preferred in any distribution of\n         assets. All dividends paid with respect to shares of Series A Preferred\n         shall be paid PRO RATA to the holders entitled thereto, and, in the\n         event of the payment of dividends on Parity Securities, shall be paid\n         PRO RATA to the holders of such Parity Securities and Series A\n         Preferred based upon the aggregate liquidation preference of the\n         outstanding shares described in Section 4(B)(iii) hereof.\n\n               (iii) LIQUIDATION PREFERENCE. In the event of any liquidation,\ndissolution or winding up of the affairs of the Corporation, whether voluntary\nor involuntary, each holder of Series A Preferred then issued and outstanding\nshall be entitled to receive, prior and in preference to any distribution of any\nof the assets or funds of the Corporation to the holders of shares of any other\ncapital stock of the Company ('JUNIOR STOCK'), by reason of their ownership of\nsuch stock, an amount per share of Series A Preferred equal to the Stated Value\nof such share plus any dividends declared but unpaid on such share on the date\nof liquidation. Thereafter, the holders of any shares of Common Stock acquired\non or prior to December 1, 1999 shall be entitled to receive an amount per share\nequal to the cost paid for each share of such Common Stock plus any accrued\ndividends declared but unpaid on such Common Stock on the date of liquidation,\ndissolution or winding up. Thereafter, all remaining assets shall be\ndistributed, pro rata, to the holders of shares of Series A Preferred and Common\nStock on an as converted basis. If the assets and funds legally available for\ndistribution among the holders of shares of Series A Preferred shall be\ninsufficient to permit the payment in full of any such preference amount, then\nthe assets and funds shall be distributed ratably among holders of shares of\nSeries A Preferred in proportion to the number of shares of Series A Preferred\nowned by each holder. If the assets and funds of the Corporation available for\ndistribution to stockholders shall be insufficient to permit the payment in full\nof the aforesaid amount and any and all amounts payable in such event to holders\nof outstanding Parity Securities, the holders of shares of Series A Preferred\nand the holders of such other Parity Securities shall share ratably (as to cash,\nin-kind or other distributions) in any distribution of assets of the Corporation\nin proportion to the full respective preferential amounts to which such shares\nare entitled. The merger or consolidation of the Corporation into or with\nanother corporation, partnership or other business entity in which the\nCorporation is not the surviving entity shall not be deemed a liquidation,\ndissolution or winding up of the Corporation for purposes of this Section\n4(B)(iii) if the holders of capital stock of the Corporation receive or retain\ncapital stock of the surviving or resulting corporation having a majority of the\nordinary voting power for the election of directors of all outstanding capital\nstock of that corporation immediately after giving effect to such transaction.\n\n\n                                        4\n\n\n\n\n               (iv) CONVERSION.\n\n                       a. Upon the closing of an underwritten initial public\n        offering of the Common Stock pursuant to an effective registration\n        statement under the Securities Act of 1933, as amended (the 'SECURITIES\n        ACT'), other than a registration statement relating solely to an\n        employee benefit plan or transaction covered by Rule 145 under the\n        Securities Act, which offering yields aggregate proceeds (including\n        underwriting discounts and commissions) of not less than ten million\n        dollars ($10,000,000) (a 'QUALIFIED IPO'), each then outstanding share\n        of the Series A Preferred shall be automatically converted into one or\n        more shares of Common Stock calculated by multiplying the number of\n        shares of the Series A Preferred to be so converted by the Conversion\n        Rate (as defined below). For purposes hereof, 'CONVERSION RATE' shall\n        mean the Stated Value per share divided by the Conversion Price per\n        share as then in effect. Further, each outstanding share of the Series A\n        Preferred shall be automatically converted into one or more shares of\n        Common Stock at the Conversion Rate if less than 50% of the shares of\n        Series A Preferred originally issued remain outstanding. For purposes\n        hereof, the 'CONVERSION PRICE' per share shall initially be $5.4499 but\n        shall be subject to adjustment from time to time as provided herein. In\n        addition, at any time and from time to time prior to the closing of a\n        Qualified IPO, and subject to and upon compliance with the provisions of\n        this Section 4, each holder of shares of Series A Preferred shall have\n        the right, at his option, to convert at the Conversion Rate all or any\n        portion of his shares of Series A Preferred into one or more shares of\n        Common Stock by surrendering the shares to be converted in the manner\n        provided below.\n\n                       b. In order to exercise his conversion right, a holder of\n        shares of Series A Preferred to be converted shall surrender the\n        certificate representing the shares to be converted to the Corporation,\n        with a notice of election to convert, duly completed and signed, at the\n        principal office of the conversion agent. Unless the shares issuable\n        upon conversion are to be issued in the same name as the name in which\n        the shares of Series A Preferred are registered, each share surrendered\n        for conversion shall be accompanied by instruments of transfer duly\n        executed by the holder or his duly authorized attorney.\n\n                              i. As promptly as practicable after the surrender\n               by a holder of certificates representing shares of Series A\n               Preferred and in any event within five (5) business days after\n               such surrender, the Corporation shall issue and deliver to the\n               person for whose account such Series A Preferred was surrendered,\n               or his nominee or nominees (subject to compliance with applicable\n               agreements restricting transfer), a certificate or certificates\n               for the number of full shares of Common Stock into which the\n               shares of Series A Preferred were converted. Any fractional\n               interest in respect of a share of Common Stock arising upon the\n               conversion shall be settled as provided in Section 4(B)(iv)(c)\n               below. In the event that a holder of shares of Series A Preferred\n               converts less than all of the shares of Series A Preferred\n               evidenced by the certificates surrendered by such holder, the\n               Corporation shall issue and deliver to such holder or in\n               accordance with the instructions of the holder, simultaneously\n               with the issuance of\n\n                                                5\n\n\n\n\n\n               certificates representing Common Stock, a new certificate for the\n               balance of the shares of Series A Preferred not so converted. For\n               purposes hereof, a 'person' shall include any individual, firm,\n               corporation, limited liability company, partnership, trust,\n               incorporated or unincorporated association, joint venture, joint\n               stock company, governmental authority or other entity of any\n               kind, and shall include any successor (by merger or otherwise) of\n               any such entity.\n\n                            ii. Each conversion shall be deemed to have been\n              effected immediately prior to the close of business on the date on\n              which all of the precedent conditions shall have been satisfied,\n              and the person in whose name any certificate for Common Stock\n              shall be issuable upon such conversion shall be deemed to have\n              become the holder of record of the Common Stock represented by\n              such certificate at such time, on such date and at the Conversion\n              Price in effect at such time, unless the stock transfer books of\n              the Corporation shall be closed on the date, in which event such\n              person shall be deemed to have become such holder of record at the\n              close of business on the next succeeding day on which such stock\n              transfer books are open, and such conversion shall be at the\n              Conversion Price in effect on the date such transfer books are\n              open. All Common Stock delivered upon conversion of Series A\n              Preferred shall upon delivery in accordance with the provisions\n              hereof be duly and validly issued and fully paid and\n              nonassessable, free of all liens and charges and not subject to\n              any preemptive rights. Upon the surrender of certificates\n              representing Series A Preferred to be converted, the shares shall\n              no longer be deemed to be outstanding and all rights of a holder\n              with respect to the shares surrendered for conversion shall\n              immediately terminate, except the right to receive the Common\n              Stock or other securities, cash or other assets as herein\n              provided.\n\n                     c. No fractional shares or securities representing\n       fractional shares of Common Stock shall be issued upon conversion of the\n       Series A Preferred. Any fractional interest in a share of Common Stock\n       resulting from conversion of a share of the Series A Preferred shall be\n       paid in cash (computed to the nearest cent) equal to such fraction\n       multiplied by the fair market value per share as determined by the board\n       of directors in good faith. If more than one certificate representing\n       Series A Preferred shall be surrendered for conversion at one time by the\n       same holder, the number of full shares issuable upon conversion thereof\n       shall be computed on the basis of the aggregate number of shares of the\n       Series A Preferred so surrendered for conversion.\n\n                     d. The Conversion Price shall be subject to adjustment as\n       follows if any of the events listed below occurs prior to date on which\n       conversion occurs or is elected:\n\n\n                          i. If the Corporation shall (A) pay a dividend or make\n              a distribution on its Common Stock in shares of its Common Stock,\n              (B) subdivide or reclassify its outstanding Common Stock into a\n              greater number of shares or (C) combine or reclassify its\n              outstanding Common Stock into a smaller number of shares,\n\n\n\n                                        6\n\n\n\n\n              then the Conversion Price in effect immediately prior to such\n              event shall be adjusted so that the holder of any share of the\n              Series A Preferred thereafter surrendered for conversion shall be\n              entitled to receive the number of shares of Common Stock which he\n              would have owned or have been entitled to receive after the\n              happening of such event had the share of the Series A Preferred\n              been converted immediately prior to the occurrence of such event.\n              An adjustment made pursuant to this Section 4(B)(iv)(d)(i) shall\n              become effective immediately after the record date in the case of\n              a dividend or distribution and shall become effective on the\n              effective date in the case of a subdivision, combination or\n              reclassification. If any dividend or distribution is not paid or\n              made, the Conversion Price then in effect shall be appropriately\n              readjusted.\n\n                          ii. If the Corporation shall (A) sell or issue shares\n              of its Common Stock, (B) issue rights, options or warrants to\n              subscribe for or purchase shares of Common Stock or (C) issue or\n              sell other rights for shares of Common Stock or securities\n              convertible or exchangeable into shares of Common Stock (such\n              securities and the Common Stock collectively, the 'SECURITIES'),\n              at a price per share less than the Conversion Price, then in each\n              such case the Conversion Price in effect immediately prior to the\n              issuance of such Securities shall be adjusted so that it shall\n              equal the price determined by multiplying the Conversion Price in\n              effect immediately prior to the date of issuance of the Securities\n              by a fraction, (1) the numerator of which shall be the number of\n              shares of Common Stock outstanding immediately prior to the\n              issuance of the Securities plus the number of shares of Common\n              Stock which the aggregate consideration received for the issuance\n              of the Securities (plus the aggregate consideration required to\n              obtain Common Stock upon the exercise, conversion or exchange of\n              the Securities) would purchase at the Conversion Price in effect\n              immediately prior to the issuance of such Securities and (2) the\n              denominator of which shall be the number of shares of Common Stock\n              outstanding immediately after the issuance of the Securities\n              (after giving effect to the full exercise, conversion or exchange,\n              as applicable, of such Securities). The adjustment provided for in\n              this Section 4(B)(iv)(d)(ii) shall become effective immediately,\n              except as provided in Section 4(B)(iv)(d)(v), after such issuance\n              and shall be made successively whenever any such Securities are\n              issued; PROVIDED that no further adjustments in the Conversion\n              Price shall be made upon the subsequent exercise, conversion or\n              exchange, as applicable of such Securities pursuant to the\n              original terms of such Securities. In determining whether any\n              Securities entitle the holders of Common Stock to subscribe for or\n              purchase shares of Common Stock at less than the Conversion Price,\n              and in determining the aggregate offering price of the Common\n              Stock so offered, there shall be taken into account any\n              consideration received by the Corporation for such Securities and\n              any consideration required to be paid upon the exercise,\n              conversion or exchange, as applicable, of such Securities. The\n              value of all such consideration (if other than cash) shall be\n              determined by the board of directors, whose determination shall be\n              conclusive if made in good faith. If any or all of such Securities\n              are not so issued or expire or terminate without having been\n              exercised, converted or exchanged, the Conversion\n\n                                                7\n\n\n\n\n              Price then in effect shall be appropriately readjusted to the\n              Conversion Price that would then be in effect had the adjustments\n              made upon the issuance of such Securities been made upon the basis\n              of only the number of shares of Common Stock delivered pursuant to\n              Securities actually exercised, converted or exchanged. For\n              purposes of this Section 4(B)(iv)(d)(ii), the number of shares of\n              Common Stock at any time outstanding shall not include shares held\n              in the treasury of the Corporation or by any subsidiary of the\n              Corporation.\n\n                          iii. Notwithstanding the foregoing, the provisions of\n              this Section 4(B)(iv)(d) shall not apply to (A) the issuance of up\n              to 1,077,320 shares of Common Stock upon the exercise of options\n              granted or to be granted pursuant to stock option plans approved\n              by the board of directors or to the grant of options pursuant to\n              such stock option plans, (B) the issuance of Common Stock upon the\n              exercise of options to be granted to the directors of the\n              Corporation pursuant to stock option plans approved by the board\n              of directors or to the grant of options pursuant to such stock\n              option plans, (C) the issuance of Common Stock issued pursuant to\n              any rights or agreements outstanding as of the date of this\n              Certificate, including without limitation, convertible securities,\n              options and warrants, (D) the issuance of Common Stock upon\n              conversion of the Series A Preferred, (E) the issuance of capital\n              stock as a dividend on Series A Preferred or in connection with a\n              subdivision or combination of Series A Preferred, (F) the issuance\n              of capital stock (and options, warrants or other securities\n              directly or indirectly convertible into capital stock issuable\n              upon any such conversion) in connection with the establishment of\n              one or more strategic relationships approved by the board of\n              directors and (G) the issuance of capital stock (and options,\n              warrants or other securities directly or indirectly convertible\n              into capital stock issuable upon any such conversion) issued as\n              consideration in connection with any merger, acquisition or other\n              business combination approved by the board of directors.\n\n                          iv. Notwithstanding any provision in Section\n              4(B)(iv)(d) to the contrary and without limitation of any other\n              provision contained in Section 4(B)(iv)(d), if any securities of\n              the Corporation (other than the Series A Preferred), including\n              without limitation those securities set forth as exceptions in\n              Section 4(B)(iv)(d)(iii) above (collectively, the 'SUBJECT\n              SECURITIES'), are amended in a manner that (A) results in the\n              reduction of the exercise, conversion or exchange price of such\n              Subject Securities payable upon the exercise for or conversion or\n              exchange into Common Stock or other securities exercisable for, or\n              convertible or exchangeable into, Common Stock or (B) causes such\n              Subject Securities to become exercisable for or convertible or\n              exchangeable into (x) more shares or dollar amount of such Subject\n              Securities (which are in turn exercisable for or convertible or\n              exchangeable into Common Stock) or (y) more shares of Common\n              Stock, then such amendment or modification shall be treated for\n              purposes of Section 4(B)(iv)(d) as if the Subject Securities that\n              have been so amended or modified have been terminated without\n              issuance of any Common Stock upon the exercise, conversion or\n              exchange thereof and new securities have been issued\n\n\n                                        8\n\n\n\n\n\n\n\n\n              with the amended terms. On the expiration or termination of any\n              such amended Subject Securities without such Subject Securities\n              having been exercised, converted or exchanged in full pursuant to\n              their terms, the Conversion Price shall be appropriately\n              readjusted in the manner specified in Section 4(B)(iv)(d).\n\n                          v. No adjustment in the Conversion Price shall be\n              required unless such adjustment would require a change of at least\n              1% in the Conversion Price; PROVIDED that any adjustment that by\n              reason of this Section 4(B)(iv)(d)(v) is not required to be made\n              shall be carried forward and taken into account in any subsequent\n              adjustment; PROVIDED FURTHER, that any adjustment required and\n              made in accordance with Section 4(B)(iv)(d) (other than this\n              Section 4(B)(iv)(d)(v)) shall be made no later than such time as\n              may be required in order to preserve the tax-free nature, if any,\n              of a distribution to the holders of Common Stock. All calculations\n              shall be made to the nearest cent or to the nearest one hundredth\n              of a share.\n\n                          vi. Whenever the Conversion Price or Conversion Rate\n              is adjusted as herein provided, the Corporation shall promptly\n              file with its corporate records an officer's certificate setting\n              forth the Conversion Price and Conversion Rate after the\n              adjustment and setting forth a brief statement of the facts\n              requiring the adjustment, which certificate shall be conclusive\n              evidence of the correctness of the adjustment. Promptly after\n              delivery of the certificate, the Corporation shall prepare a\n              notice of the adjustment of the Conversion Price and Conversion\n              Rate setting forth the Conversion Price and Conversion Rate and\n              the date on which the adjustment becomes effective and shall mail\n              the notice of such adjustment of the Conversion Price and\n              Conversion Rate (together with a copy of the officer's certificate\n              setting forth the facts requiring such adjustment) to each holder\n              of Series A Preferred at such holder's last address as shown on\n              the stock books of the Corporation.\n\n                          vii. The Corporation shall not, by amendment of its\n              certificate of incorporation or through any reorganization,\n              transfer of assets, consolidation, merger, dissolution, issue or\n              sale of securities or any other action, avoid or seek to avoid the\n              observance or performance of any term hereof and shall at all\n              times in good faith assist in carrying out of all such terms and\n              in taking of all action as may be necessary or appropriate to\n              protect the rights of the holders of Series A Preferred against\n              dilution or other impairment. Without limiting the generality of\n              the foregoing, the Corporation (A) shall not increase the par\n              value of any shares of stock receivable on the conversion of the\n              Series A Preferred, (B) shall at all times reserve and keep\n              available the maximum number of authorized shares of Common Stock,\n              sufficient to permit the full conversion of the Series A Preferred\n              and (C) shall take such action as may be necessary or appropriate\n              in order that all shares of Common Stock as may be issued pursuant\n              to the conversion of Series A Preferred will, upon issuance, be\n              duly and validly issued, fully paid and nonassessable, and free\n              from all taxes, liens and charges with respect to the issue\n              thereof.\n\n                                        9\n\n\n\n                       e. In case at any time prior to the conversion of all of\n        the Series A Preferred, (i) the Corporation shall authorize the granting\n        to all the holders of Common Stock of rights to subscribe for or\n        purchase any shares of stock of any class or of any other rights, (ii)\n        there shall be any reclassification of the Common Stock (other than a\n        subdivision or combination of outstanding Common Stock), (iii) there\n        shall be any capital reorganization by the Corporation, (iv) there shall\n        be a consolidation or merger involving the Corporation or a sale of all\n        or substantially all assets of the Corporation, (v) there shall be\n        voluntary or involuntary dissolution, liquidation and winding up by the\n        Corporation or dividend or distribution to holders of Common Stock or\n        (vi) any other event which would cause an adjustment in the Conversion\n        Price or Conversion Rate to occur, then the Corporation shall cause to\n        be delivered to each holder of Series A Preferred, not less than ten\n        (10) days before any record date or the date set for definitive action,\n        notice of the date on which the books of the Corporation shall close or\n        a record shall be taken for such dividend, distribution or subscription\n        rights or notice of the date on which such reorganization, sale,\n        consolidation, merger, dissolution, liquidation or winding up or other\n        transaction shall take place, as the case may be. Such notice shall also\n        set forth such facts as shall indicate the effect of such action (to the\n        extent such effect may be known at the date of such notice) on the\n        Conversion Price and the kind and amount of the shares of stock and\n        other securities and property deliverable upon conversion of the Series\n        A Preferred.\n\n                       f. Except where registration is requested in a name other\n        than the name of the registered holder, the Corporation shall pay any\n        and all documentary stamp or similar issue or transfer taxes payable in\n        respect of the issue or delivery of shares of Common Stock on conversion\n        of Series A Preferred.\n\n                       g. In case of any reclassification or change of\n        outstanding shares of Common Stock (other than a change in par value, or\n        as a result of a subdivision or combination), or in case of any\n        consolidation of the Corporation with, or merger of the Corporation with\n        or into, any other entity that results in a reclassification, change,\n        conversion, exchange or cancellation of outstanding shares of Common\n        Stock or any sale or transfer of all or substantially all of the assets\n        of the Corporation, each holder of Series A Preferred then outstanding\n        shall have the right thereafter to convert his shares of Series A\n        Preferred into the kind and amount of securities, cash and other\n        property that he would have been entitled to receive upon such\n        reclassification, change, consolidation, merger, sale or transfer had he\n        held Common Stock immediately prior to the reclassification, change,\n        consolidation, merger, sale or transfer.\n\n                       h. Upon any conversion of Series A Preferred, the shares\n        so converted shall revert to the status of authorized but unissued\n        shares of Preferred Stock of the Corporation.\n\n               (v) VOTING RIGHTS. Each share of Series A Preferred shall be\nentitled to a number of votes equal to the number of shares of Common Stock into\nwhich such share of Series A Preferred \n\n\n                                       10\n\n\n\n\ncould be converted on the record date fixed for determining the holders of\nSeries A Preferred entitled to vote at the meeting or to give the consent\nsought. Except as otherwise specifically provided herein or as provided by law\nor in the certificate of incorporation, holders of Series A Preferred shall vote\ntogether with holders of Common Stock as a single class on an as-converted basis\non all matters brought before the stockholders of the Corporation.\n\n               (vi) CERTAIN CORPORATE ACTIONS. The Corporation shall not,\nwithout first obtaining the written consent of the holders of at least 50% of\nthe outstanding shares of Series A Preferred, voting as a single class, (a)\ncreate any senior securities or Parity Securities, except for debt securities\napproved by the Series A Preferred board of director representative which are\nissued in the ordinary course of business for working capital purposes, (b) pay\ndividends on Common Stock, except for shares of Common Stock issued and\noutstanding on or before December 1, 1999 for which the holders thereof have the\ncontractual right to sell such shares to the Company, (c) repurchase Common\nStock except upon termination of employment of the holder, (d) amend the\nCompany's Certificate of Incorporation in a manner that adversely affects the\nrights, preferences or privileges of the Series A Preferred Stock; (e) enter\ninto any transaction in which control of the Company is transferred, (f)\nincrease the number of authorized shares of Series A Preferred, (g) authorize\nany adverse change to the rights, preferences and privileges of the Series A\nPreferred, and (h) approve any increase in the size of the board of directors.\n\n               (vii)   MISCELLANEOUS PROVISIONS.\n\n                       a. Except as otherwise expressly provided, whenever\n        pursuant to this document notices or other communications are to be\n        made, delivered or otherwise given to holders of Series A Preferred\n        Stock, the notice or other communication shall be made in writing and\n        shall be by registered or certified first class mail, return receipt\n        requested, facsimile transmission, courier service or personal delivery,\n        addressed to the persons shown on the stock books of the Corporation as\n        such holders at the addresses as they appear in the books of the\n        Corporation, as of a record date or dates determined in accordance with\n        the certificate of incorporation or bylaws and applicable law, as in\n        effect from time to time. All such notices and communications shall be\n        deemed to have been duly given (i) when delivered by hand, if personally\n        delivered, (ii) when delivered by courier, if delivered by commercial\n        overnight courier service, (iii) five (5) business days after being\n        deposited in the United States mail, postage prepaid, if mailed, and\n        (iv) when receipt is acknowledged, if sent by facsimile transmission.\n\n                       b. If any right, preference or limitation of the Series A\n        Preferred set forth herein is invalid, unlawful or incapable of being\n        enforced by reason of any rule or law or public policy, all other\n        rights, preferences and limitations set forth herein that can be given\n        effect without the invalid, unlawful or unenforceable right, preference\n        or limitation herein set forth shall be deemed dependant upon any other\n        such right, preference or limitation unless otherwise expressed herein.\n\n\n                                       11\n\n\n\n        5. The name of the sole incorporator is Peggy Wang and her mailing\naddress is c\/o Kaye, Scholer, Fierman, Hays &amp; Handler, LLP, 425 Park Avenue, New\nYork, New York 10022.\n\n        6. The Board shall have the power to make, alter or repeal the by-laws\nof the Corporation.\n\n        7. The election of the Board need not be by written ballot.\n\n        8. The Corporation shall indemnify to the fullest extent permitted by\nSection 145 of the Delaware General Corporation Law, as amended, from time to\ntime, each person who is or was a director or officer of the Corporation, and\nthe heirs, executors and administrators of each such person.\n\n        9. No director shall be personally liable to the Corporation or its\nstockholders for monetary damages for breach of fiduciary duty as a director for\nany act or omission occurring subsequent to the date when this provision becomes\neffective, except that a director may be liable (i) for any breach of such\ndirector's duty of loyalty to the Corporation or its stockholders, (ii) for acts\nor omissions not in good faith or which involve intentional misconduct or a\nknowing violation of law, (iii) under Section 174 of the Delaware General\nCorporation Law or (iv) for any transaction from which such director derived an\nimproper personal benefit.\n\n        10. The Corporation elects not to be governed by Section 203 of the\nDelaware General Corporation Law.\n\n        11. The Corporation has not received any payment for any of its stock.\n\n\n                                       12\n\n\n\n\n\n        IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate\nof Incorporation to be executed by its President and attested by its Secretary\nthereunto duly authorized, who acknowledge and affirm under penalties of perjury\nthat this certificate is the act and deed of the Corporation and that the facts\nstated herein are true this 30th day of November, 1999.\n\n                               DEAN &amp; DELUCA, INC.\n\n\n                                             By:    \/s\/ Dane J. Neller\n                                                     ---------------------\n                                                     Name:  Dane J. Neller\n                                                     Title: President\n\nATTEST:\n\n\/s\/ Emil Grosso\n--------------------------\nName:   Emil Grosso\nTitle:  Secretary\n\n\n                                       13\n\n\n\n\n\n\n TYPE:  EX-3.3\n SEQUENCE:  3\n DESCRIPTION:  EXHIBIT 3.3\n\n\n\n\n\n                                                                     Exhibit 3.3\n                                     BY-LAWS\n\n                                       OF\n\n                               DEAN &amp; DELUCA, INC.\n\n\n1.       MEETINGS OF STOCKHOLDERS.\n\n         1.1 ANNUAL MEETING. The annual meeting of stockholders shall be held on\nthe first day of July in each year, or as soon thereafter as practicable, and\nshall be held at a place and time determined by the board of directors (the\n'BOARD').\n\n         1.2 SPECIAL MEETINGS. Special meetings of the stockholders may be\ncalled by resolution of the Board or by the president and shall be called by the\npresident or secretary upon the written request (stating the purpose or purposes\nof the meeting) of a majority of the directors then in office or of the holders\nof 51% of the outstanding shares entitled to vote. Only business related to the\npurposes set forth in the notice of the meeting may be transacted at a special\nmeeting.\n\n         1.3 PLACE AND TIME OF MEETINGS. Meetings of the stockholders may be\nheld in or outside Delaware at the place and time specified by the Board or the\ndirectors or stockholders requesting the meeting.\n\n         1.4 NOTICE OF MEETINGS; WAIVER OF NOTICE. Written notice of each\nmeeting of stockholders shall be given to each stockholder entitled to vote at\nthe meeting, except that (a) it shall not be necessary to give notice to any\nstockholder who submits a signed waiver of notice before or after the meeting,\nand (b) no notice of an adjourned meeting need be given except when required\nunder Section 1.5 of these by-laws or by law. Each notice of a meeting shall be\ngiven, personally or by mail, not less than 10 nor more than 60 days before the\nmeeting and shall state the time and place of the meeting, and unless it is the\nannual meeting, shall state at whose direction or request the meeting is called\nand the purposes for which it is called. If mailed, notice shall be considered\ngiven when mailed to a stockholder at his address on the corporation's records.\nThe attendance of any stockholder at a meeting, without protesting at the\nbeginning of the meeting that the meeting is not lawfully called or convened,\nshall constitute a waiver of notice by him.\n\n         1.5 QUORUM. At any meeting of stockholders, the presence in person or\nby proxy of the holders of a majority of the shares entitled to vote shall\nconstitute a quorum for the transaction of any business. In the absence of a\nquorum, a majority in voting interest of those present or, if no stockholders\nare present, any officer entitled to preside at or to act as secretary of the\nmeeting, may adjourn the meeting until a quorum is present. At any adjourned\nmeeting at which a quorum is present, any action may be taken which might have\nbeen taken at the meeting as originally called. No notice of an adjourned\nmeeting need be given if the time and place are announced at the meeting at\nwhich the adjournment is taken except that, \n\n\n                                        1\n\n\n\nif adjournment is for more than thirty days or if, after the adjournment, a new\nrecord date is fixed for the meeting, notice of the adjourned meeting shall be\ngiven pursuant to Section 1.4.\n\n         1.6 VOTING; PROXIES. Each stockholder of record shall be entitled to\none vote for every share registered in his name. Corporate action to be taken by\nstockholder vote, including the election of directors, shall be authorized by a\nmajority of the votes cast at a meeting of stockholders, except as otherwise\nprovided by law or by Section 1.8 of these by-laws. Voting need not be by ballot\nunless requested by a stockholder at the meeting or ordered by the chairman of\nthe meeting. Each stockholder entitled to vote at any meeting of stockholders or\nto express consent to or dissent from corporate action in writing without a\nmeeting may authorize another person to act for him by proxy. Every proxy must\nbe signed by the stockholder or his attorney-in-fact. No proxy shall be valid\nafter three years from its date unless it provides otherwise.\n\n         1.7 LIST OF STOCKHOLDERS. Not less than 10 days prior to the date of\nany meeting of stockholders, the secretary of the corporation shall prepare a\ncomplete list of stockholders entitled to vote at the meeting, arranged in\nalphabetical order and showing the address of each stockholder and the number of\nshares registered in his name. For a period of not less than 10 days prior to\nthe meeting, the list shall be available during ordinary business hours for\ninspection by any stockholder for any purpose germane to the meeting. During\nthis period, the list shall be kept either (a) at a place within the city where\nthe meeting is to be held, if that place shall have been specified in the notice\nof the meeting, or (b) if not so specified, at the place where the meeting is to\nbe held. The list shall also be available for inspection by stockholders at the\ntime and place of the meeting.\n\n         1.8 ACTION BY CONSENT WITHOUT A MEETING. Any action required or\npermitted to be taken at any meeting of stockholders may be taken without a\nmeeting, without prior notice and without a vote, if a consent in writing,\nsetting forth the action so taken, shall be signed by the holders of outstanding\nstock having not less than the minimum number of votes that would be necessary\nto authorize or take such action at a meeting at which all shares entitled to\nvote thereon were present and voting. Prompt notice of the taking of any such\naction shall be given to those stockholders who did not consent in writing.\n\n2.       BOARD OF DIRECTORS.\n\n         2.1 NUMBER, QUALIFICATION, ELECTION AND TERM OF DIRECTORS. The business\nof the corporation shall be managed by the Board, which shall consist initially\nof one director. The number of directors may be changed by resolution of a\nmajority of the entire Board or by the stockholders, but no decrease may shorten\nthe term of any incumbent director. Directors shall be elected at each annual\nmeeting of stockholders by a majority of the votes cast and shall hold office\nuntil the next annual meeting of stockholders and until the election and\nqualification of their respective successors, subject to the provisions of\nSection 2.9. As used in these by-laws, the term 'entire Board' means the total\nnumber of directors which the corporation would have if there were no vacancies\non the Board.\n\n\n                                       2\n\n\n\n         2.2 QUORUM AND MANNER OF ACTING. One director shall constitute a quorum\nfor the transaction of business at any meeting, except as provided in Section\n2.10 of these by-laws; provided, however, that if the number of directors shall\nbe increased, the number of directors necessary to constitute a quorum shall be\nsimilarly increased. Action of the Board shall be authorized by the vote of one\ndirector, unless otherwise provided by law or these by-laws. In the absence of a\nquorum, a majority of the directors present may adjourn any meeting from time to\ntime until a quorum is present.\n\n         2.3 PLACE OF MEETINGS. Meetings of the Board may be held in or outside\nDelaware.\n\n         2.4 ANNUAL AND REGULAR MEETINGS. Annual meetings of the Board, for the\nelection of officers and consideration of other matters, shall be held either\n(a) without notice immediately after the annual meeting of stockholders and at\nthe same place, or (b) as soon as practicable after the annual meeting of\nstockholders, on notice as provided in Section 2.6 of these by-laws. Regular\nmeetings of the Board may be held without notice at such times and places as the\nBoard determines. If the day fixed for a regular meeting is a legal holiday, the\nmeeting shall be held on the next business day.\n\n         2.5 SPECIAL MEETINGS. Special meetings of the Board may be called by\nthe president or by the director. Only business related to the purposes set\nforth in the notice of meeting may be transacted at a special meeting.\n\n         2.6 NOTICE OF MEETINGS; WAIVER OF NOTICE. Notice of the time and place\nof each special meeting of the Board, and of each annual meeting not held\nimmediately after the annual meeting of stockholders and at the same place,\nshall be given to each director by mailing it to him at his residence or usual\nplace of business at least three days before the meeting, or by delivering or\ntelephoning or telegraphing it to him at least two days before the meeting.\nNotice of a special meeting shall also state the purpose or purposes for which\nthe meeting is called. Notice need not be given to any director who submits a\nsigned waiver of notice before or after the meeting or who attends the meeting\nwithout protesting at the beginning of the meeting the transaction of any\nbusiness because the meeting was not lawfully called or convened. Notice of any\nadjourned meeting need not be given, other than by announcement at the meeting\nat which the adjournment is taken.\n\n         2.7 BOARD OR COMMITTEE ACTION WITHOUT A MEETING. Any action required or\npermitted to be taken by the Board or by any committee of the Board may be taken\nwithout a meeting if all of the members of the Board or of the committee consent\nin writing to the adoption of a resolution authorizing the action. The\nresolution and the written consents by the members of the Board or the committee\nshall be filed with the minutes of the proceeding of the Board or of the\ncommittee.\n\n         2.8 PARTICIPATION IN BOARD OR COMMITTEE MEETINGS BY CONFERENCE\nTELEPHONE. Any or all members of the Board or of any committee of the Board may\nparticipate in a meeting of the Board or of the committee by means of a\nconference telephone or similar communications equipment allowing all\n\n                                        3\n\n\n\n\npersons participating in the meeting to hear each other at the same time.\nParticipation by such means shall constitute presence in person at the meeting.\n\n         2.9 RESIGNATION AND REMOVAL OF DIRECTORS. Any director may resign at\nany time by delivering his resignation in writing to the president or secretary\nof the corporation, to take effect at the time specified in the resignation; the\nacceptance of a resignation, unless required by its terms, shall not be\nnecessary to make it effective. Any or all of the directors may be removed at\nany time, either with or without cause, by vote of the stockholders.\n\n         2.10 VACANCIES. Any vacancy in the Board, including one created by an\nincrease in the number of directors, may be filled for the unexpired term by a\nmajority vote of the remaining directors, though less than a quorum.\n\n         2.11 COMPENSATION. Directors shall receive such compensation as the\nBoard determines, together with reimbursement of their reasonable expenses in\nconnection with the performance of their duties. A director may also be paid for\nserving the corporation, its affiliates or subsidiaries in other capacities.\n\n3.       COMMITTEES.\n\n         3.1 EXECUTIVE COMMITTEE. The Board, by resolution adopted by a majority\nof the entire Board, may designate an Executive Committee of one or more\ndirectors which shall have all the powers and authority of the Board, except as\notherwise provided in the resolution, Section 141(c) of the Delaware General\nCorporation Law, or any other applicable law. The members of the Executive\nCommittee shall serve at the pleasure of the Board. All action of the Executive\nCommittee shall be reported to the Board at its next meeting.\n\n         3.2 OTHER COMMITTEES. The Board, by resolution adopted by a majority of\nthe entire Board, may designate other committees of directors of one or more\ndirectors, which shall serve at the Board's pleasure and have such powers and\nduties as the Board determines.\n\n         3.3 RULES APPLICABLE TO COMMITTEES. The Board may designate one or more\ndirectors as alternate members of any committee, who may replace any absent or\ndisqualified member at any meeting of the committee. In the absence or\ndisqualification of any member of a committee, the member or members present at\na meeting of the committee and not disqualified, whether or not a quorum, may\nunanimously appoint another director to act at the meeting in place of the\nabsent or disqualified member. All action of a committee shall be reported to\nthe Board at its next meeting. Each committee shall adopt rules of procedure and\nshall meet as provided by those rules or by resolutions of the Board.\n\n                                        4\n\n\n\n4.       OFFICERS.\n\n         4.1 NUMBER; SECURITY. The executive officers of the corporation shall\nbe the president, one or more vice presidents (including an executive vice\npresident, if the Board so determines), a secretary and a treasurer. Any two or\nmore offices may be held by the same person .\n\n         4.2 ELECTION; TERM OF OFFICE. The executive officers of the corporation\nshall be elected annually by the Board, and each such officer shall hold office\nuntil the next annual meeting of the Board and until the election of his\nsuccessor, subject to the provisions of Section 4.4.\n\n         4.3 SUBORDINATE OFFICERS. The Board may appoint subordinate officers\n(including assistant secretaries and assistant treasurers), agents or employees,\neach of whom shall hold office for such period and have such powers and duties\nas the Board determines. The Board may delegate to any executive officer or to\nany committee the power to appoint and define the powers and duties of any\nsubordinate officers, agents or employees.\n\n         4.4 RESIGNATION AND REMOVAL OF OFFICERS. Any officer may resign at any\ntime by delivering his resignation in writing to the president or secretary of\nthe corporation, to take effect at the time specified in the resignation; the\nacceptance of a resignation, unless required by its terms, shall not be\nnecessary to make it effective. Any officer appointed by the Board or appointed\nby an executive officer or by a committee may be removed by the Board either\nwith or without cause, and in the case of an officer appointed by an executive\nofficer or by a committee, by the officer or committee who appointed him or by\nthe president.\n\n         4.5 VACANCIES. A vacancy in any office may be filled for the unexpired\nterm in the manner prescribed in Sections 4.2 and 4.3 of these by-laws for\nelection or appointment to the office.\n\n         4.6 THE PRESIDENT. The president shall be the chief executive officer\nof the corporation and shall preside at all meetings of the Board and of the\nstockholders. Subject to the control of the Board, he shall have general\nsupervision over the business of the corporation and shall have such other\npowers and duties as presidents of corporations usually have or as the Board\nassigns to him.\n\n         4.7 VICE PRESIDENT. Each vice president shall have such powers and\nduties as the Board or the president assigns to him.\n\n         4.8 THE TREASURER. The treasurer shall be the chief financial officer\nof the corporation and shall be in charge of the corporation's books and\naccounts. Subject to the control of the Board, he shall have such other powers\nand duties as the Board or the president assigns to him.\n\n         4.9 THE SECRETARY. The secretary shall be the secretary of, and keep\nthe minutes of, all meetings of the Board and of the stockholders, shall be\nresponsible for giving notice of all meetings of stockholders and of the Board,\nand shall keep the seal and, when authorized by the Board, apply it to any\ninstrument requiring it. Subject to the control of the Board, he shall have such\npowers and duties as the \n\n                                        5\n\n\n\n\nBoard or the president assigns to him. In the absence of the secretary from any\nmeeting, the minutes shall be kept by the person appointed for that purpose by\nthe presiding officer.\n\n\n         4.10 SALARIES. The Board may fix the officers' salaries, if any, or it\nmay authorize the president to fix the salary of any other officer.\n\n5.       SHARES.\n\n         5.1 CERTIFICATES. The corporation's shares shall be represented by\ncertificates in the form approved by the Board. Each certificate shall be signed\nby the president or a vice president and by the secretary or an assistant\nsecretary, or the treasurer or an assistant treasurer, and shall be sealed with\nthe corporation's seal or a facsimile of the seal. Any or all of the signatures\non the certificate may be a facsimile.\n\n         5.2 TRANSFERS. Shares shall be transferable only on the corporation's\nbooks, upon surrender of the certificate for the shares, properly endorsed. The\nBoard may require satisfactory surety before issuing a new certificate to\nreplace a certificate claimed to have been lost or destroyed.\n\n         5.3 DETERMINATION OF STOCKHOLDERS OF RECORD. The Board may fix, in\nadvance, a date as the record date for the determination of stockholders\nentitled to notice of or to vote at any meeting of the stockholders, or to\nexpress consent to or dissent from any proposal without a meeting, or to receive\npayment of any dividend or the allotment of any rights, or for the purpose of\nany other action. The record date may not be more than 60 or less than 10 days\nbefore the date of the meeting or more than 60 days before any other action.\n\n6.       MISCELLANEOUS.\n\n         6.1 SEAL. The Board shall adopt a corporate seal, which shall be in the\nform of a circle and shall bear the corporation's name and the year and state in\nwhich it was incorporated.\n\n         6.2 INDEMNIFICATION. The corporation shall indemnify each director,\nofficer, employee or agent of the corporation to the extent permitted under the\nGeneral Corporation Law of the State of Delaware.\n\n         6.3 FISCAL YEAR. The Board may determine the corporation's fiscal year.\nUntil changed by the Board, the corporation's fiscal year shall end on the last\nSunday of the month of February.\n\n         6.4 VOTING OF SHARES IN OTHER CORPORATIONS. Shares in other\ncorporations which are held by the corporation may be represented and voted by\nthe president or a vice president of this corporation or by proxy or proxies\nappointed by one of them. The Board may, however, appoint some other person to\nvote the shares.\n\n\n                                        6\n\n\n\n         6.5 AMENDMENTS. By-laws may be amended, repealed or adopted by the\nstockholders or by a majority of the entire Board, but any by-law adopted by the\nBoard may be amended or repealed by the stockholders.\n\n                                        7\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7276],"corporate_contracts_industries":[9501],"corporate_contracts_types":[9573,9575],"class_list":["post-41595","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dean---deluca-inc","corporate_contracts_industries-retail__misc","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\/41595","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=41595"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41595"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41595"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41595"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}