{"id":41609,"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-invision-technologies-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-invision-technologies-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-invision-technologies-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; InVision Technologies Inc."},"content":{"rendered":"<pre>                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION\n\n                                       OF\n\n                           INVISION TECHNOLOGIES, INC.\n\n\n     InVision Technologies, Inc., a corporation organized and existing under \nand by virtue of the General Corporation Law of the State of Delaware (the \n'Corporation'), DOES HEREBY CERTIFY:\n\n     FIRST: The name of the Corporation is InVision Technologies, Inc.\n\n     SECOND: The date on which the Certificate of Incorporation of the \nCorporation was filed with the Secretary of State of the State of Delaware is \nSeptember 7, 1990, under the name of Imatron Industrial Products, Inc.\n\n     THIRD: That the Board of Directors of this Corporation, pursuant to \nSection 141 of the General Corporation Law of the State of Delaware, adopted \nresolutions amending and restating the Certificate of Incorporation to read \nin full as set forth below and declared such amendments to be advisable.\n\n                                   ARTICLE I.\n\n     The name of this corporation is InVision Technologies, Inc.\n\n                                   ARTICLE II.\n\n     The address of the registered office of the corporation in the State of \nDelaware is 32 Loockermen Square, Suite L-100, City of Dover, County of Kent, \nand the name of the registered agent of the corporation in the State of \nDelaware at such address is The Prentice-Hall Corporation System, Inc.  \n\n                                   ARTICLE III.\n\n     The purpose of this corporation is to engage in any lawful act or \nactivity for which a corporation may be organized under the General \nCorporation Law of the State of Delaware.\n\n                                   ARTICLE IV.\n\n     This corporation is authorized to issue two classes of stock to be \ndesignated, respectively, 'Common Stock' and 'Preferred Stock.'  The \ntotal number of shares which the corporation is authorized to issue is \nTwenty-Five Million (25,000,000) shares.  Twenty Million (20,000,000) shares \nshall be Common Stock, each having a par value of one tenth of one cent \n($.001). Five\n\n                                     1.\n\n\n\nMillion (5,000,000) shares shall be Preferred Stock, each having a par value \nof one tenth of one cent ($.001).\n\n     The Preferred Stock may be issued from time to time in one or more \nseries. The Board of Directors is hereby authorized, by filing a certificate \n(a 'Preferred Stock Designation') pursuant to the Delaware General \nCorporation Law, to fix or alter from time to time the designation, powers, \npreferences and rights of the shares of each such series and the \nqualifications, limitations or restrictions of any wholly unissued series of \nPreferred Stock, and to establish from time to time the number of shares \nconstituting any such series or any of them; and to increase or decrease the \nnumber of shares of any series subsequent to the issuance of shares of that \nseries, but not below the number of shares of such series then outstanding.  \nIn case the number of shares of any series shall be decreased in accordance \nwith the foregoing sentence, the shares constituting such decrease shall \nresume the status that they had prior to the adoption of the resolution \noriginally fixing the number of shares of such series.\n\n                                   ARTICLE V.\n     A.\n\n     For the management of the business and for the conduct of the affairs of \nthe corporation, and in further definition, limitation and regulation of the \npowers of the corporation, of its directors and of its stockholders or any \nclass thereof, as the case may be, it is further provided that:\n\n          (1)  The management of the business and the conduct of the affairs \nof the corporation shall be vested in its Board of Directors.  The number of \ndirectors which shall constitute the whole Board of Directors shall be fixed \nexclusively by one or more resolutions adopted by the Board of Directors.\n\n          (2)  Subject to the rights of the holders of any series of \nPreferred Stock to elect additional directors under specified circumstances, \nfollowing the closing of the initial public offering pursuant to an effective \nregistration statement under the Securities Act of 1933, as amended, covering \nthe offer and sale of Common Stock to the public (the 'Initial Public \nOffering'), the directors shall be divided into three classes designated as \nClass I, Class II and Class III, respectively.  Directors shall be assigned \nto each class in accordance with a resolution or resolutions adopted by the \nBoard of Directors. At the first annual meeting of stockholders following the \nclosing of the Initial Public Offering, the term of office of the Class I \ndirectors shall expire and Class I directors shall be elected for a full term \nof three years.  At the second annual meeting of stockholders following the \nClosing of the Initial Public Offering, the term of office of the Class II \ndirectors shall expire and Class II directors shall be elected for a full \nterm of three years.  At the third annual meeting of stockholders following \nthe Closing of the Initial Public Offering, the term of office of the Class \nIII directors shall expire and Class III directors shall be elected for a \nfull term of three years.  At each succeeding annual meeting of stockholders, \ndirectors shall be elected for a full term of three years to succeed the \ndirectors of the class whose terms expire at such annual meeting.\n\n                                     2.\n\n\n\n     Notwithstanding the foregoing provisions of this Article, each director \nshall serve until his successor is duly elected and qualified or until his \ndeath, resignation or removal.  No decrease in the number of directors \nconstituting the Board of Directors shall shorten the term of any incumbent \ndirector.\n\n          (3)  Subject to the rights of the holders of any series of \nPreferred Stock, the Board of Directors or any individual director may be \nremoved from office at any time (i) with cause by the affirmative vote of the \nholders of a majority of the voting power of all the then-outstanding shares \nof voting stock of the corporation, entitled to vote at an election of \ndirectors (the 'Voting Stock') or (ii) without cause by the affirmative \nvote of the holders of at least sixty-six and two-thirds percent (66 2\/3%) of \nthe voting power of all the then-outstanding shares of the Voting Stock.\n\n          (4)  Subject to the rights of the holders of any series of \nPreferred Stock, any vacancies on the Board of Directors resulting from \ndeath, resignation, disqualification, removal or other causes and any newly \ncreated directorships resulting from any increase in the number of directors, \nshall, unless the Board of Directors determines by resolution that any such \nvacancies or newly created directorships shall be filled by the stockholders, \nexcept as otherwise provided by law, be filled only by the affirmative vote \nof a majority of the directors then in office, even though less than a quorum \nof the Board of Directors, and not by the stockholders.  Any director elected \nin accordance with the preceding sentence shall hold office for the remainder \nof the full term of the director for which the vacancy was created or \noccurred and until such director's successor shall have been elected and \nqualified. \n\n     B.\n\n          (1)  Subject to paragraph (i) of Section 42 of the Bylaws, the \nBylaws may be altered or amended or new Bylaws adopted by the affirmative \nvote of at least sixty-six and two-thirds percent (66-2\/3%) of the voting \npower of all of the then-outstanding shares of the Voting Stock.  The Board \nof Directors shall also have the power to adopt, amend, or repeal Bylaws.\n\n          (2)  The directors of the corporation need not be elected by \nwritten ballot unless the Bylaws so provide.\n\n          (3)  No action shall be taken by the stockholders of the \ncorporation except at an annual or special meeting of stockholders called in \naccordance with the Bylaws and following the closing of the Initial Public \nOffering no action shall be taken by the stockholders by written consent.\n\n          (4)  Advance notice of stockholder nominations for the election of \ndirectors and of business to be brought by stockholders before any meeting of \nthe stockholders of the corporation shall be given in the manner provided in \nthe Bylaws of the corporation.\n\n          (5)  Special meetings of the stockholders of the corporation may be \ncalled, for any purpose or purposes, by (i) the Chairman of the Board of \nDirectors, (ii) the President, (iii) \n\n                                     3.\n\n\n\nthe Board of Directors pursuant to a resolution adopted by a majority of the \ntotal number of authorized directors (whether or not there exist any \nvacancies in previously authorized directorships at the time any such \nresolution is presented to the Board of Directors for adoption) or (iv) by \nthe holders of the shares entitled to cast not less that ten percent (10%) of \nthe votes at the meeting, and shall be held at such place, on such date, and \nat such time as the Board of Directors shall fix.\n\n                                   ARTICLE VI.\n\n     A.   A director of the corporation shall not be personally liable to the \ncorporation or its stockholders for monetary damages for any breach of \nfiduciary duty as a director, except for liability (i) for any breach of the \ndirector's duty of loyalty to the corporation or its stockholders, (ii) for \nacts or omissions not in good faith or which involve intentional misconduct \nor a knowing violation of law, (iii) under Section 174 of the Delaware \nGeneral Corporation Law, or (iv) for any transaction from which the director \nderived an improper personal benefit.  If the Delaware General Corporation \nLaw is amended after approval by the stockholders of this Article to \nauthorize corporate action further eliminating or limiting the personal \nliability of directors, then the liability of a director shall be eliminated \nor limited to the fullest extent permitted by the Delaware General \ncorporation Law, as so amended.\n\n     B.   Any repeal or modification of this Article VI shall be prospective \nand shall not affect the rights under this Article VI in effect at the time \nof the alleged occurrence of any act or omission to act giving rise to \nliability or indemnification.\n\n                                  ARTICLE VII.\n\n     A.   The corporation reserves the right to amend, alter, change or \nrepeal any provision contained in this Certificate of Incorporation, in the \nmanner now or hereafter prescribed by statute, except as provided in \nparagraph B of this Article VII, and all rights conferred upon the \nstockholders herein are granted subject to this reservation. \n\n     B.   Notwithstanding any other provisions of this Certificate of \nIncorporation or any provision of law which might otherwise permit a lesser \nvote or no vote, but in addition to any affirmative vote of the holders of \nany particular class or series of the Voting Stock required by law, this \nCertificate of Incorporation or any Preferred Stock Designation, the \naffirmative vote of the holders of at least sixty-six and two-thirds percent \n(66-2\/3%) of the voting power of all of the then-outstanding shares of the \nVoting Stock, voting together as a single class, shall be required to alter, \namend or repeal Articles V, VI, and VII. \n\n                                     4.\n\n\n\n\n     IN WITNESS WHEREOF, InVision Technologies, Inc. has caused this Amended \nand Restated Certificate of Incorporation to be signed by its President and \nattested to by its Secretary this 23rd day of April, 1996.\n\n\n\n                                       INVISION TECHNOLOGIES, INC.\n\n\n\n                                       \/s\/ DR. SERGIO MAGISTRI\n                                       ---------------------------------------\n                                       Dr. Sergio Magistri\n                                       President and Chief Executive Officer\n\n\nATTEST:\n\n\n\/s\/ ROBERT L. JONES\n- -----------------------------------\nRobert L. Jones\nSecretary\n\n                                     5.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7912],"corporate_contracts_industries":[9454],"corporate_contracts_types":[9573,9575],"class_list":["post-41609","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-invision-technologies-inc","corporate_contracts_industries-manufacturing__industrial","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\/41609","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=41609"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41609"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41609"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41609"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}