{"id":41602,"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-healthsouth-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-healthsouth-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-healthsouth-corp.html","title":{"rendered":"Certificate of Incorporation &#8211; HealthSouth Corp."},"content":{"rendered":"<pre>\n                                    RESTATED\n\n                          CERTIFICATE OF INCORPORATION\n\n                                       OF\n\n                             HEALTHSOUTH CORPORATION\n\n\n         HEALTHSOUTH Corporation, a corporation organized and existing under the\nlaws of the State of Delaware (the 'Corporation'), hereby certifies as follows:\n\n         1. The name of the Corporation is HEALTHSOUTH Corporation.\n\n         The Corporation was originally incorporated under the name AMCARE, Inc.\nThe date of filing its original  Certificate of Incorporation with the Secretary\nof State was February 22, 1984.\n\n         2. This  Restated  Certificate  of  Incorporation  further  amends  and\nrestates  the  Restated  Certificate  of  Incorporation  of the  Corporation  by\ninserting therein a new Article FOURTH.\n\n         3. The text of the Restated Certificate of Incorporation, as amended or\nsupplemented  heretofore,  is further amended hereby to read as herein set forth\nin full:\n\n         'FIRST: The name of the Corporation is HEALTHSOUTH Corporation.\n\n\n\n\n\n\n\n         SECOND:  The address of its registered  office in the State of Delaware\nis 1209 Orange Street, in the City of Wilmington, County of New Castle. The name\nof its registered agent at such address is The Corporation Trust Company.\n\n         THIRD:  The nature of the  business  or  purposes  to be  conducted  or\npromoted are:\n\n                  (a) To  engage  in the  business  of  providing  comprehensive\n         rehabilitation  and clinical  healthcare  services on an ambulatory and\n         inpatient basis in rehabilitation  clinics and hospitals to the general\n         public through the provision of physician  services,  physical therapy,\n         social   and\/or    psychological,    respiratory    therapy,    cardiac\n         rehabilitation,  pulmo-  nary  rehabilitation,   occupational  therapy,\n         speech pathology,  prosthetic and orthotic devices, nursing care, drugs\n         and biologicals,  supplies, appliances and equipment and other services\n         and to do any and all things  necessary  and  appropriate  to carry out\n         such business effectively,  including,  without limitation, the owning,\n         leasing,  management  and  operation  of medical  facilities  and other\n         physical properties,  either directly or indirectly, or in concert with\n         others.\n\n                  (b)  To  engage  in  any  lawful  act or  activity  for  which\n         corporations may be organized under the General  Corporation Law of the\n         State of Delaware.\n\n\n         FOURTH: The total number of shares of stock which the Corporation shall\nhave  authority  to issue is Five  Hundred One  Million  Five  Hundred  Thousand\n(501,500,000) shares, consisting of Five Hundred Million (500,000,000) shares of\nCommon Stock,  par value One Cent ($.01) per share, and One Million Five Hundred\nThousand  (1,500,000)  shares of Preferred Stock, par value Ten Cents ($.10) per\nshare.\n\n         Shares of  Preferred  Stock may be issued from  time-to-time  in one or\nmore series,  each such series to have such distinctive  designation or title as\nmay be stated and  expressed  in this  Article  FOURTH or as may be fixed by the\nBoard of Directors\n\n\n\n\n\n\nprior to the issuance of any shares thereof. Each such series of Preferred Stock\nshall have such voting powers,  full or limited,  or no voting powers,  and such\npreferences and such relative,  participating,  optional or other special rights\n(including,  without  limitation,  the  right  to  convert  the  shares  of such\nPreferred Stock into shares of the Corpora- tion's Common Stock at such rate and\nupon such terms and  conditions  as may be fixed by the  Corporation's  Board of\nDirectors),  with  such  qualifications,  limitations  or  restrictions  of such\npreferences or rights as shall be stated and expressed in this Article FOURTH or\nin the  resolution  or  resolutions  providing  for the issue of such  series of\nPreferred  Stock as may be adopted from  time-to-time  by the Board of Directors\nprior to the issuance of any shares thereof,  in accordance with the laws of the\nState of Delaware.\n\n         Except as may be otherwise  provided in this  Article  FOURTH or in the\nresolution or resolutions  providing for the issue of a particular  series,  the\nBoard of Directors  may from  time-to-time  increase the number of shares of any\nseries already  created by providing that any unissued shares of Preferred Stock\nshall constitute part of such series,  or may decrease (but not below the number\nof shares thereof then  outstanding)  the number of shares of any series already\ncreated by providing that any unissued shares previously assigned to such series\nshall no longer constitute part thereof.\n\n         FIFTH:  The Board of Directors  shall have the power to make,  alter or\nrepeal the Bylaws of the Corporation at any meeting at which a quorum is present\nby the affirmative vote of a majority of the whole Board of Directors.  Election\nof Directors need not be by written ballot.\n\n\n\n\n\n\n\n         SIXTH:  Special  Meetings of the stockholders of the Corporation may be\ncalled only by the Board of Directors of the  Corporation by resolution  adopted\nby a majority of the whole Board of Directors or in writing by the holders of at\nleast 20% of the  outstanding  shares  of the  Corporation  entitled  to vote in\nelections of Directors.\n\n         SEVENTH: (a) Unless the conditions set forth in clauses (1) through (4)\nof this Article SEVENTH,  Section (a) are satisfied, the affirmative vote of the\nholders of  Sixty-Six  and  Two-Thirds  Percent  (66-2\/3%)  of all shares of the\nCorporation  entitled to vote in  elections  of  Directors,  considered  for the\npurposes  of this  Article  SEVENTH  as one  class,  shall be  required  for the\nadoption or  authorization  of a business  combination (as hereinafter  defined)\nwith any other entity (as hereinafter defined) if, as of the record date for the\ndetermination  of  stockholders  entitled to notice thereof and to vote thereon,\nthe other entity is the beneficial owner,  directly or indirectly,  of more than\nTwenty Percent (20%) of the outstanding  shares of the  Corporation  entitled to\nvote in  elections  of  Directors,  considered  for the purposes of this Article\nSEVENTH as one class.  The Sixty-Six and  Two-Thirds  Percent  (66-2\/3%)  voting\nrequirement set forth in the foregoing sentence shall not be applicable if:\n\n                  (1) The cash, or fair market value of other consideration,  to\n         be received per share by holders of the  Corporation's  Common Stock in\n         the business combination is at least an amount equal to (A) the highest\n         per share  price  paid by the  other  entity  in  acquiring  any of its\n         holdings  of the  Corporation's  Common  Stock  plus (B) the  aggregate\n         amount,  if any, by which Five Percent (5%) per annum of that per share\n         price  exceeds the aggregate  amount of all dividends  paid in cash, in\n         each case since the date on which the other entity  acquired the Twenty\n         Percent (20%) interest;\n\n\n\n\n\n\n\n\n                  (2) After the other entity has acquired a Twenty Percent (20%)\n         interest and prior to the consummation of the business combination: (A)\n         the  other   entity   shall  have  taken   steps  to  ensure  that  the\n         Corporation's  Board of Directors included at all times  representation\n         by continuing Director(s) (as hereinafter defined) proportionate to the\n         stockholders  of the public holders of the  Corporation's  Common Stock\n         not  affiliated  with the other entity  (with a continuing  Director to\n         occupy any resulting  fractional board position);  (B) the other entity\n         shall  not  have  acquired  any  newly  issued   shares,   directly  or\n         indirectly, from the Corporation (except upon conversion of convertible\n         securities  acquired by it prior to  obtaining a Twenty  Percent  (20%)\n         interest or as a result of a pro rata share  dividend or share  split);\n         and (C) the  other  entity  shall  not  have  acquired  any  additional\n         outstanding  shares of the  Corporation's  Common  Stock or  securities\n         convertible into shares of the  Corporation's  Common Stock except as a\n         part of the transaction  that resulted in the other entity's  acquiring\n         its Twenty Percent (20%) interest;\n\n                  (3) The other  entity shall not have (A) received the benefit,\n         directly or indirectly (except  proportionately  as a stockholder),  of\n         any loans, advances,  guarantees, pledges or other financial assistance\n         or tax credits provided by the Corporation or (B) made any major change\n         in the  Corporation's  business or equity capital  structure without in\n         either case the  approval  of at least a majority of all the  Directors\n         and at  least  two-thirds  of the  continuing  Directors  prior  to the\n         consummation of the business combination; and\n\n                  (4) A proxy  statement  responsive to the  requirements of the\n         Securities  Exchange  Act of 1934  shall  have  been  mailed  to public\n         stockholders   of  the   Corporation  for  the  purpose  of  soliciting\n         stockholder  approval  of  the  business  combination  and  shall  have\n         contained   at  the  front   thereof,   in  a  prominent   place,   any\n         recommendations  as to  the  advisability  (or  inadvisability)  of the\n         business combination that the continuing Directors, or any of them, may\n         choose  to  state  and,  if  deemed  advisable  by a  majority  of  the\n         continuing Directors, an opinion of a reputable investment banking firm\n         as to the fairness of the terms of the business  combination,  from the\n         point of view of the remaining  public  stockholders of the Corporation\n         (the  investment  banking  firm to be  selected  by a  majority  of the\n         continuing  Directors and to be paid a reasonable  fee for its services\n         by the Corporation upon receipt of the opinion).\n\n\n         The  provisions of this Article  SEVENTH shall also apply to a business\ncombination  with any  other  entity  that at any  time has been the  beneficial\nowner,  directly  or  indirectly,  of more  than  Twenty  Percent  (20%)  of the\noutstanding  shares  of  the  Corporation  entitled  to  vote  in  elections  of\nDirectors, considered for the purposes of this\n\n\n\n\n\n\nArticle SEVENTH as one class, notwithstanding the fact that the other entity has\nreduced its  shareholders  below Twenty  Percent (20%) if, as of the record date\nfor the  determination of stockholders  entitled to notice of and to vote on the\nbusiness  combination,  the  other  entity  is an  'affiliate'  (as  hereinafter\ndefined) of the Corporation.\n\n         (b) As used in this Article SEVENTH,  (1) the term 'other entity' shall\ninclude any corporation,  person or other entity and any other entity with which\nit or its  'affiliate'  or  'associate'  (as defined  below) has any  agreement,\narrangement,  or  understanding,  directly  or  indirectly,  for the  purpose of\nacquiring,  holding, voting, or disposing of shares of the Corporation,  or that\nis its  'affiliate'  or  'associate' as those terms are defined in Rule 12b-2 of\nthe General Rules and Regulations  under the Securities  Exchange Act of 1934 as\nin effect on  September 1, 1986,  together  with the  successors  and assigns of\nthose  persons in any  transaction  or series of  transactions  not  involving a\npublic offering of the Corporation's shares within the meaning of the Securities\nAct of 1933; (2) an other entity shall be deemed to be the  beneficial  owner of\nany shares of the  Corporation  that the other entity (as defined above) has the\nright to acquire  pursuant  to any  agreement  or upon  exercise  of  conversion\nrights,  warrants or options,  or otherwise;  (3) the outstanding  shares of any\nclass of the Corporation  shall include shares deemed owned through  application\nof clause (2) above but shall not include any other  shares that may be issuable\npursuant to any  agreement or upon exercise of  conversion  rights,  warrants or\noptions, or otherwise; (4) the term 'business combination' shall include (A) the\nsale, exchange,  lease, transfer or other disposition by the Corporation of all,\nor  substantially  all, of its assets or business to any other  entity,  (B) the\nconsolidation of the Corporation  with or its merger into any other entity,  (C)\nthe merger into the  Corporation  of any other entity,  or (D) a combination  or\nmajor-\n\n\n\n\n\n\nity share acquisition in which the Corporation is the acquiring  corporation and\nits  voting  shares  are  issued  or  transferred  to  any  other  entity  or to\nstockholders of any other entity, and the term 'business combination' shall also\ninclude  any  agreement,  contract  or other  arrangement  with an other  entity\nproviding  for any of the  transactions  described  in (A)  through  (D) of this\nclause (4); (5) the term  'continuing  Director'  shall mean either a person who\nwas a member of the  Corporation's  Board of Directors on August 15, 1986,  or a\nperson who was elected to the  Corporation's  Board of  Directors  by the public\nstockholders of the Corporation prior to the time when the other entity acquired\nin excess of five percent (5%) of the shares of the Corporation entitled to vote\nin the  election of  Directors,  considered  for the  purposes  of this  Article\nSEVENTH as one class, or a person  recommended to succeed a continuing  Director\nby a majority of the continuing  Directors;  and (6) for the purposes of Article\nSEVENTH,  Section (a), clause (1), the term 'other consideration to be received'\nshall mean shares of the  Corporation's  Common  Stock  retained by its existing\npublic stockholders in the event of a business combination with the other entity\nin which the Corporation is the surviving corporation.\n\n         (c) A majority  of the  continuing  Directors  shall have the power and\nduty to  determine  for the purposes of this  Article  SEVENTH,  on the basis of\ninformation known to them,  whether (1) the other entity  beneficially owns more\nthan Twenty Percent (20%) of the outstanding shares of the Corporation  entitled\nto vote in elections of  Directors,  (2) an other  entity is an  'affiliate'  or\n'associate'  (as  defined  above)  of  another,  or (3) an other  entity  has an\nagreement, arrangement or understanding with another.\n\n\n\n\n\n\n\n         (d) Nothing  contained  in this Article  SEVENTH  shall be construed to\nrelieve any other entity from any fiduciary obligation imposed by law.\n\n         EIGHTH:  Subject  to the last  sentence  of this  Article  EIGHTH,  the\nCorporation  reserves the right to amend and repeal any  provision  contained in\nthis Certificate of Incorporation including,  without limiting the generality of\nthe foregoing,  the addition of a provision  requiring a  supermajority  vote of\nstockholders  to remove  Directors.  The provisions set forth in Articles SIXTH,\nSEVENTH and this Article EIGHTH of this Certificate of Incorporation  may not be\nrepealed  or amended in any  respect,  unless  such  action is  approved  by the\naffirmative  vote of the holders of Sixty-Six and Two- Thirds Percent  (66-2\/3%)\nof all shares of the  Corporation  entitled to vote in elections  of  Directors,\nconsidered for purposes of this Article EIGHTH as one class.\n\n         NINTH: No Director of this  Corporation  shall be personally  liable to\nthe Corporation or its stockholders for monetary damages for breach of fiduciary\nduty as a  Director;  provided,  however,  that  this  Article  NINTH  shall not\neliminate the liability of a Director (a) for any breach of the Director's  duty\nof loyalty to the Corporation or its stockholders, (b) for acts or omissions not\nin good faith or which involve intentional  misconduct or a knowing violation of\nlaw, (c) under Section 174 of the General  Corporation  Law of Delaware,  or (d)\nfor any  transaction  from  which the  Director  derived  an  improper  personal\nbenefit.\n\n         (4) In accordance  with the  applicable  provisions of Sections 242 and\n245 of the  General  Corporation  Law of the State of  Delaware,  this  Restated\nCertificate of\n\n\n\n\n\n\nIncorporation  has been duly adopted by the Directors of the  Corporation and by\nvote of the stockholders.\n\n         IN  WITNESS  WHEREOF,  said  HEALTHSOUTH  Corporation  has  caused  its\ncorporate  seal to be  hereunto  affixed  and this  Certificate  to be signed by\nAnthony J. Tanner,  its  Executive  Vice  President,  and attested by William W.\nHorton, its Group Vice President--Legal Services, this 13th day of March, 1997.\n\n                                                HEALTHSOUTH Corporation\n\n\n                                                By  \/s\/ ANTHONY J. TANNER\n                                                    ----------------------------\n                                                     Anthony J. Tanner\n                                                     Executive Vice President\n[ CORPORATE SEAL ]\n\nATTEST:\n\n\nBy   \/s\/  WILLIAM W. HORTON\n     -------------------------------\n          William W. Horton\n          Assistant Secretary\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7751],"corporate_contracts_industries":[9438],"corporate_contracts_types":[9573,9575],"class_list":["post-41602","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthsouth-corp","corporate_contracts_industries-health__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\/41602","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=41602"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41602"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41602"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41602"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}