{"id":41603,"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-heuristic-physics-laboratories.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-heuristic-physics-laboratories","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-heuristic-physics-laboratories.html","title":{"rendered":"Certificate of Incorporation &#8211; Heuristic Physics Laboratories Inc."},"content":{"rendered":"<pre>                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION\n                                       OF\n                      HEURISTIC PHYSICS LABORATORIES, INC.\n\n                               A STOCK CORPORATION\n\n     1. The present name of the corporation (the \"Corporation\") is Heuristic\nPhysics Laboratories, Inc., which is the name under which the Corporation was\noriginally incorporated; and the date of filing the original certificate of\nincorporation of the Corporation with the Secretary of State of the State of\nDelaware is August 9, 2000.\n\n     2. The Corporation has not received any payment for any of its stock.\n\n     3. The certificate of incorporation of the Corporation is hereby amended by\nstriking out Articles I and IV thereof and by substituting in lieu thereof the\nnew Articles I and IV, respectively, which is set forth in the Amended and\nRestated Certificate of Incorporation hereinafter provided.\n\n     3. The amendment and restatement herein certified have been duly adopted by\nat least a majority of the directors, who have been elected and qualified, in\nthe manner and by the vote prescribed by Section 241 and Section 245 of the\nGeneral Corporation Law of the State of Delaware.\n\n     4. The certificate of incorporation of the Corporation, as amended and\nrestated herein, shall at the effective time of this Amended and Restated\nCertificate of Incorporation, read as follows:\n\n\n               \"AMENDED AND RESTATED CERTIFICATE OF INCORPORATION\n                                       OF\n                             HPL TECHNOLOGIES, INC.\n\n\n                                    ARTICLE I\n\n     The name of the corporation is HPL Technologies, Inc.\n\n                                   ARTICLE II\n\n     The address of the corporation's registered office in the State of Delaware\nis 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware\n19801. The name of its registered agent at such address is The Corporation Trust\nCompany.\n\n\n\n                                   ARTICLE III\n\n     The purpose of the corporation is to engage in any lawful act or activity\nfor which corporations may be organized under the General Corporation Law of the\nState of Delaware.\n\n                                   ARTICLE IV\n\n     The total number of shares of stock of all classes which the corporation\nshall have authority to issue is 85,000,000, consisting of 75,000,000 shares of\nCommon Stock having a par value of $.001 per share, and 10,000,000 shares of\nPreferred Stock having a par value of $.001 per share.\n\n     The Preferred Stock may be issued in one or more series as may be\ndetermined from time to time by resolution or resolutions of the Board of\nDirectors. The resolution or resolutions creating each such series of Preferred\nStock shall fix the number constituting such series. The Preferred Stock of each\nsuch series shall have such voting powers, full or limited, or no voting powers,\nand such designations, preferences and relative, participating, optional or\nother special rights, and qualifications, limitations or restrictions thereof,\nas shall be stated and expressed by the Board of Directors in the resolution or\nresolutions providing for the issue of such series of Preferred Stock pursuant\nto the authority to do so which is hereby expressly vested in the Board of\nDirectors.\n\n     Except as otherwise provided in any resolution or resolutions of the Board\nof Directors providing for the issue of any particular series of Preferred\nStock, the number of shares of stock of any such series so set forth in such\nresolution or resolutions may be increased or decreased (but not below the\nnumber of shares of such series then outstanding) by a resolution or resolutions\nlikewise adopted by the Board of Directors.\n\n     Except as otherwise provided in any resolution or resolutions of the Board\nof Directors providing for the issue of any particular series of Preferred\nStock, Preferred Stock redeemed or otherwise acquired by the corporation shall\nassume the status of authorized but unissued Preferred Stock and shall be\nunclassified as to series and may thereafter, subject to the provisions of this\nArticle IV and to any restrictions contained in any resolution or resolutions of\nthe Board of Directors providing for the issue of any such series of Preferred\nStock, be reissued in the same manner as other authorized but unissued Preferred\nStock.\n\n     Shares of Common Stock and, subject to the provisions of this Article IV,\nshares of any series of Preferred Stock may be issued from time to time as the\nBoard of Directors determines and on such terms and for such consideration as\nmay be fixed by the Board of Directors.\n\n\n                                       2\n\n\n     Subject to the provisions of law and the preferences of the Preferred\nStock, dividends may be paid on the Common Stock at such time and in such\namounts as the Board of Directors may deem advisable.\n\n     The authorized number of shares of Common Stock and of Preferred Stock may,\nwithout a class or series vote, be increased or decreased (but not below the\nnumber of shares thereof then outstanding) from time to time by the affirmative\nvote of the holders of a majority of the stock of the corporation entitled to a\nvote thereon regardless of the provisions of Section 242(b)(2) of the General\nCorporation Law.\n\n     Except as otherwise specifically required by law or as specifically\nprovided in any resolution or resolutions of the Board of Directors providing\nfor the issue of any particular series of Preferred Stock, the exclusive voting\npower of the corporation shall be vested in the Common Stock of the corporation.\nEach share of Common Stock shall entitle the holder thereof to one vote at all\nmeetings of the stockholders of the corporation.\n\n                                    ARTICLE V\n\n     In furtherance and not in limitation of the powers conferred by the laws of\nthe State of Delaware, the Board of Directors is expressly authorized to make,\namend or repeal the Bylaws of the corporation. Any bylaw made by the Board of\nDirectors under the powers conferred hereby may be amended or repealed by the\nBoard of Directors or by the stockholders in the manner provided in the Bylaws.\nNotwithstanding the foregoing and anything contained in this Certificate of\nIncorporation to the contrary, Sections 1, 2, 3 and 5 of Article II of the\nBylaws, Sections 2 and 3 of Article III of the Bylaws and Article X of the\nBylaws may not be amended or repealed by the stockholders, and no provision\ninconsistent therewith may be adopted by the stockholders, without the\naffirmative vote of the holders of at least 75% of the voting power of all\noutstanding shares of the corporation entitled to vote generally in the election\nof directors, voting together as a single class.\n\n     Notwithstanding anything contained in this Certificate of Incorporation to\nthe contrary, the affirmative vote of the holders of at least 75% of the voting\npower of all outstanding shares of the corporation entitled to vote generally in\nthe election of directors, voting together as a single class, shall be required\nto amend or repeal, or adopt any provisions inconsistent with, this Article V or\nany provision thereof.\n\n                                   ARTICLE VI\n\n     All power of the corporation shall be exercised by or under the direction\nof the Board of Directors except as otherwise provided herein or required by\nlaw.\n\n\n                                       3\n\n\n     For the management of the business and for the conduct of the affairs of\nthe corporation, and in further creation, definition, limitation and regulation\nof the power of the corporation and of its directors and of its stockholders, it\nis further provided:\n\n     A. Election of Directors. Election of directors need not be by written\nballot unless the Bylaws of the corporation shall so provide.\n\n     B. Number, Election and Term of Directors. Except as otherwise fixed\npursuant to the provisions of Article IV hereof relating to the rights of the\nholders of any class or series of stock having a preference over the Common\nStock as to dividends or upon liquidation to elect additional directors under\nspecified circumstances, the number of directors of the corporation shall be\nfixed from time to time by the Board of Directors. The directors, other than\nthose who may be elected by the holders of any class or series of stock having\npreference over the Common Stock as to dividends or upon liquidation, shall be\nclassified, with respect to the time for which they severally hold office, into\nthree classes, as nearly equal in number as possible, the first class to hold\noffice initially for a term expiring at the annual meeting of stockholders to be\nheld in 2001, the second class to hold office initially for a term expiring at\nthe annual meeting of stockholders to be held in 2002, and the third class to\nhold office initially for a term expiring at the annual meeting of stockholders\nto be held in 2003, with members of each class to hold office until their\nsuccessors are elected and qualified. At each annual meeting of the stockholders\nof the corporation, the successors to the class of directors whose term expires\nat that meeting shall be elected to hold office for a term expiring at the\nannual meeting of stockholders held in the third year following the year of\ntheir election.\n\n     C. Stockholder Nomination of a Director. Advance notice of nominations for\nthe election of directors, other than by the Board of Directors or a Committee\nthereof, shall be given in the manner provided by the Bylaws.\n\n     D. Newly Created Directorships and Vacancies. Subject to the rights, if\nany, of the holders of any class or series of stock having a preference over the\nCommon Stock as to dividends or upon liquidation to elect additional directors\nunder specified circumstances, newly created directorships resulting from any\nincrease in the number of directors and any vacancies on the Board of Directors\nresulting from death, resignation, disqualification, removal or other cause\nshall be filled solely by the affirmative vote of a majority of the remaining\ndirectors then in office, even though less than a quorum of the Board of\nDirectors, by a sole remaining director, or, if there is no remaining director,\nby the stockholders. Any director elected in accordance with the preceding\nsentence shall hold office for the remainder of the full term of the class of\ndirectors in which the new directorship was created or the vacancy occurred and\nuntil such director's successor has been elected and qualified. No decrease in\nthe number of directors constituting the Board of Directors may shorten the term\nof any incumbent director.\n\n\n                                       4\n\n\n     E. Removal. Subject to the rights, if any, of the holders of any class or\nseries of stock having a preference over the Common Stock as to dividends or\nupon liquidation in respect of the election of additional directors under\nspecified circumstances, any director may be removed from office by the\nstockholders only for cause and only in the manner provided in this Article VI.\nAt any annual meeting or special meeting of the stockholders, the notice of\nwhich states that the removal of a director or directors is among the purposes\nof the meeting, the affirmative vote of the holders of at least 75% of the\nvoting power of all outstanding shares of the corporation entitled to vote\ngenerally in the election of directors, voting together as a single class, may\nremove such director or directors for cause.\n\n     F. Amendment, Repeal, etc. Notwithstanding anything contained in this\nCertificate of Incorporation to the contrary, the affirmative vote of the\nholders of at least 75% of the voting power of all outstanding shares of the\ncorporation entitled to vote generally in the election of directors, voting\ntogether as a single class, shall be required to amend or repeal, or adopt any\nprovisions inconsistent with, this Article VI or any provision hereof.\n\n                                   ARTICLE VII\n\n     The corporation reserves the right to amend, alter, change or repeal any\nprovision contained in this Certificate of Incorporation, to the extent and in\nthe manner now or hereafter prescribed by the laws of the State of Delaware and\nthis Certificate of Incorporation, and additional provisions authorized by such\nlaws as are then in force may be added hereto. All rights conferred upon the\ndirectors, officers and stockholders of the corporation herein or in any\namendment hereof are granted subject to this reservation.\n\n                                  ARTICLE VIII\n\n     To the fullest extent permitted by the General Corporation Law of Delaware\nas the same exists or may hereafter be amended, a director of the corporation\nshall not be liable to the corporation or its stockholders for monetary damages\nfor breach of fiduciary duty as a director. Any amendment or repeal of, or\nadoption of any provision inconsistent with, this Article VIII shall not\nadversely affect any right or protection of a director of the corporation in\nrespect of any breach of fiduciary duty occurring in whole or in part prior to\nsuch amendment or repeal.\n\n                                   ARTICLE IX\n\n     A. The corporation shall indemnify and hold harmless, to the fullest extent\npermitted by applicable law as it presently exists or may hereafter be amended,\nany person (a \"Covered Person\") who was or is made or is threatened to be made a\nparty \n\n\n                                       5\n\n\nor is otherwise involved in any action, suit or proceeding, whether civil,\ncriminal, administrative or investigative (a \"proceeding\"), by reason of the\nfact that he, or a person for whom he is the legal representative, is or was a\ndirector or officer of the corporation or, while a director or officer of the\ncorporation, is or was serving at the request of the corporation as a director,\nofficer, employee or agent of another corporation or of a partnership, joint\nventure, trust, enterprise or nonprofit entity, including service with respect\nto employee benefit plans, against all liability and loss suffered and expenses\n(including attorneys' fees) reasonably incurred by such Covered Person.\nNotwithstanding the preceding sentence, except as otherwise provided in\nparagraph C below, the corporation shall be required to indemnify a Covered\nPerson in connection with a proceeding (or part thereof) commenced by such\nCovered Person only if the commencement of such proceeding (or part thereof) by\nthe Covered Person was authorized by the Board of Directors of the corporation.\n\n     B. The corporation shall pay the expenses (including attorneys' fees)\nincurred by a Covered Person in defending any proceeding in advance of its final\ndisposition, PROVIDED, HOWEVER, that, to the extent required by law, such\npayment of expenses in advance of the final disposition of the proceeding shall\nbe made only upon receipt of an undertaking by the Covered Person to repay all\namounts advanced if it should be ultimately determined that the Covered Person\nis not entitled to be indemnified under this Article IX or otherwise.\n\n     C. If a claim for indemnification or advancement of expenses under this\nArticle IX is not paid in full within thirty days after a written claim therefor\nby the Covered Person has been received by the corporation, the Covered Person\nmay file suit to recover the unpaid amount of such claim and, if successful in\nwhole or in part, shall be entitled to be paid the expense of prosecuting such\nclaim. In any such action the corporation shall have the burden of proving that\nthe Covered Person is not entitled to the requested indemnification or\nadvancement of expenses under applicable law.\n\n     D. The rights conferred on any Covered Person by this Article IX shall not\nbe exclusive of any other rights which such Covered Person may have or hereafter\nacquire under any statute, provision of the certificate of incorporation, the\nBylaws, agreement, vote of stockholders or disinterested directors or otherwise.\n\n     E. The corporation's obligation, if any, to indemnify or to advance\nexpenses to any Covered Person who was or is serving at its request as a\ndirector, officer, employee or agent of another corporation, partnership, joint\nventure, trust, enterprise or nonprofit entity shall be reduced by any amount\nsuch Covered Person may collect as indemnification or advancement of expenses\nfrom such other corporation, partnership, joint venture, trust, enterprise or\nnon-profit enterprise.\n\n\n                                       6\n\n\n     F. Any repeal or modification of the foregoing provisions of this Article\nIX shall not adversely affect any right or protection hereunder of any Covered\nPerson in respect of any act or omission occurring prior to the time of such\nrepeal or modification.\n\n     G. This Article IX shall not limit the right of the corporation, to the\nextent and in the manner permitted by law, to indemnify and to advance expenses\nto persons other than Covered Persons when and as authorized by appropriate\ncorporate action.\n\n     H. The rights to indemnification and advancement of expenses provided by,\nor granted pursuant to, this Article IX shall continue as to a person who ceased\nto be a director or officer of the corporation or any other enterprise and shall\ninure to the benefit of the heirs, executors, administrators and estate of such\nperson.\n\n                                    ARTICLE X\n\n     No action required to be taken, or which may be taken, at any annual or\nspecial meeting of stockholders of the corporation may be taken without a\nmeeting, and the power of stockholders to consent in writing, without a meeting,\nto the taking of any action is specifically denied.\n\n     Special meetings of stockholders of the corporation may be called only by\n(i) the Chairman of the Board of the corporation, (ii) the President of the\ncorporation, or (iii) the Secretary of the corporation within 20 calendar days\nafter receipt of the written request of a majority of the total number of\ndirectors then in office.\n\n     At any annual meeting or special meeting of stockholders of the\ncorporation, only such business shall be conducted or considered as has been\nbrought before such meeting in the manner provided in the Bylaws.\n\n     Notwithstanding anything contained in this Certificate of Incorporation to\nthe contrary, the affirmative vote of at least 75% of the voting power of all\noutstanding shares of the corporation entitled to vote generally in the election\nof directors, voting together as a single class, shall be required to amend or\nrepeal, or adopt any provisions inconsistent with, this Article X or any\nprovision hereof.\"\n\n     IN WITNESS WHEREOF, I, the undersigned, being the President of the\nCorporation, do hereby execute this Amended and Restated Certificate of\nIncorporation this 16th day of August, 2000.\n\n\n                                          \/s\/ Y. David Lepejian\n                                          ---------------------------------\n                                          Y. David Lepejian, President\n\n\n                                       7\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7802],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9573,9575],"class_list":["post-41603","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hpl-technologies-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41603","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=41603"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41603"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41603"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41603"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}