{"id":41611,"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-juniper-networks-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-juniper-networks-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-juniper-networks-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; Juniper Networks Inc."},"content":{"rendered":"<pre>\n                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION\n                                       OF\n                             JUNIPER NETWORKS, INC.\n\n\n\n       Juniper Networks, Inc., a corporation organized and existing under the\nlaws of the State of Delaware (the \"Corporation\"), hereby certifies that:\n\n       A. The name of this Corporation is Juniper Networks, Inc.\n\n       B. The date of filing of this Corporation's original Certificate of\nIncorporation with the Secretary of State of Delaware was September 10, 1997.\n\n       C. Pursuant to Sections 241 and 245 of the Delaware General Corporation\nlaw, this Restated Certificate of Incorporation restates, integrates and amends\nthe provisions of the Corporation's Amended and Restated Certificate of\nIncorporation as follows:\n\n       FIRST: The name of this Corporation is Juniper Networks, Inc.\n\n       SECOND: The address of the Corporation's registered office in the State\nof Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware\n19801. The name of its registered agent at such address is The Corporation Trust\nCompany.\n\n       THIRD: The purpose of this Corporation is to engage in any lawful act or\nactivity for which corporations may be organized under the General Corporation\nLaw of Delaware.\n\n       FOURTH: This Corporation is authorized to issue two classes of shares to\nbe designated, respectively, Common Stock and Preferred Stock. The total number\nof shares of Common Stock that this corporation is authorized to issue is\n1,000,000,000, with a par value of $0.00001, and the total number of shares of\nPreferred stock which this corporation is authorized to issue is 10,000,000,\nwith a par value of $0.00001.\n\n              The Preferred Stock may be issued from time to time in one or more\nseries pursuant to a resolution or resolutions providing for such issue duly\nadopted by the Board of Directors (authority to do so being hereby expressly\nvested in the Board). The Board of Directors is further authorized to determine\nor alter the rights, preferences, privileges and restrictions granted to or\nimposed upon any wholly unissued series of Preferred Stock and, to fix the\nnumber of shares of any such series of Preferred Stock and the designation of\nany such series of Preferred Stock. The Board of Directors is authorized, within\nthe limits and restrictions stated in any resolution or resolutions of the Board\nof Directors originally fixing the number of shares constituting any series, to\nincrease or decrease (but not below the number of shares then outstanding) the\nnumber of shares of any such series subsequent to the issue of shares of that\nseries, to determine the designation of any series, and to fix the number of\nshares of any series.\n\n       FIFTH: The Corporation is to have perpetual existence.\n\n       SIXTH: Elections of directors need not be by written ballot unless a\nstockholder demands election by written ballot at the meeting and before voting\nbegins or unless the Bylaws of the Corporation shall so provide.\n   2\n\n       SEVENTH: The management of the business and the conduct of the affairs of\nthe Corporation shall be vested in its Board of Directors. The number of\ndirectors which shall constitute the whole Board of Directors shall be\ndesignated in the Bylaws of the Corporation.\n\n       The Board of Directors shall be divided into three classes designated as\nClass I, Class II, and Class III, respectively. Directors shall be assigned to\neach class in accordance with a resolution or resolutions adopted by the Board\nof Directors. At the first annual meeting of stockholders following the date\nhereof, the term of office of the Class I directors shall expire, and Class I\ndirectors shall be elected for a full term of three years. At the second annual\nmeeting of stockholders following the date hereof, the term of office of the\nClass II directors shall expire, and Class II directors shall be elected for a\nfull term of three years. At the third annual meeting of stockholders following\nthe date hereof, the term of office of the Class III directors shall expire, and\nClass III directors shall be elected for a full term of three years. At each\nsucceeding annual meeting of stockholders, directors shall be elected for a full\nterm of three years to succeed the directors of the class whose terms expire at\nsuch annual meeting.\n\n       Notwithstanding the foregoing provisions of this Article, each director\nshall serve until his or her successor is duly elected and qualified or until\nhis or her death, resignation, or removal. No decrease in the number of\ndirectors constituting the Board of Directors shall shorten the term of any\nincumbent director.\n\n       Any vacancies on the Board of Directors resulting from death,\nresignation, disqualification, removal, or other causes shall be filled by\neither (i) the affirmative vote of the holders of a majority of the voting power\nof the then-outstanding shares of voting stock of the Corporation entitled to\nvote generally in the election of directors (the \"Voting Stock\") voting together\nas a single class; or (ii) by the affirmative vote of a majority of the\nremaining directors then in office, even though less than a quorum of the Board\nof Directors. Newly created directorships resulting from any increase in the\nnumber of directors shall, unless the Board of Directors determines by\nresolution that any such newly created directorship shall be filled by the\nstockholders, be filled only by the affirmative vote of the directors then in\noffice, even though less than a quorum of the Board of Directors. Any director\nelected in accordance with the preceding sentence shall hold office for the\nremainder of the full term of the class of directors in which the new\ndirectorship was created or the vacancy occurred and until such director's\nsuccessor shall have been elected and qualified.\n\n       The affirmative vote of sixty-six and two-thirds percent (66-2\/3%) of the\nvoting power of the then outstanding shares of Voting Stock, voting together as\na single class, shall be required for the adoption, amendment or repeal of the\nfollowing sections of the Corporation's Bylaws by the stockholders of the\nCorporation: 2.2 (Annual Meeting) and 2.3 (Special Meeting).\n\n       No action shall be taken by the stockholders of the Corporation except at\nan annual or special meeting of the stockholders called in accordance with the\nBylaws.\n\n       Any director, or the entire Board of Directors, may be removed from\noffice at any time (i) with cause by the affirmative vote of the holders of at\nleast a majority of the voting power of all of the then-outstanding shares of\nthe Voting Stock, voting together as a single class; or (ii) without cause by\nthe affirmative 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.\n\n       EIGHTH: A. To the fullest extent permitted by the Delaware General\nCorporation Law as the same exists or as may hereafter be amended, a director of\nthe\n\n\n   3\n\nCorporation or any subsidiary of the Corporation shall not be personally liable\nto the Corporation or its stockholders and shall otherwise be indemnified by the\nCorporation for monetary damages for breach of fiduciary duty as a director of\nthe Corporation, any predecessor of the Corporation or any subsidiary of the\nCorporation.\n\n       B. The Corporation shall indemnify to the fullest extent permitted by law\nany person made or threatened to be made a party to an action or proceeding,\nwhether criminal, civil, administrative or investigative, by reason of the fact\nthat he, his testator or intestate is or was a director or officer of the\nCorporation, any predecessor of the Corporation or any subsidiary of the\nCorporation or serves or served at any other enterprise as a director or officer\nat the request of the Corporation, any predecessor to the Corporation or any\nsubsidiary of the Corporation.\n\n       C. Neither any amendment nor repeal of this Article EIGHTH, nor the\nadoption of any provision of the Corporation's Certificate of Incorporation\ninconsistent with this Article EIGHTH, shall eliminate or reduce the effect of\nthis Article EIGHTH, in respect of any matter occurring, or any action or\nproceeding accruing or arising or that, but for this Article EIGHTH, would\naccrue or arise, prior to such amendment, repeal, or adoption of an inconsistent\nprovision.\n\n       NINTH: Notwithstanding any other provisions of this Certificate of\nIncorporation or any provision of law which might otherwise permit a lesser vote\nor no vote, but in addition to any affirmative vote of the holders of any\nparticular class or series of the Voting Stock required by law, this Certificate\nof Incorporation or any rights of designation of Preferred Stock conferred on\nthe Board of Directors pursuant to Article FOURTH, the affirmative vote of the\nholders 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, voting together\nas a single class, shall be required to alter, amend or repeal Article SEVENTH\nor this Article NINTH.\n\n       TENTH: 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 Article\nNINTH of this Certificate, and all rights conferred upon the stockholders herein\nare granted subject to this right.\n\n       ELEVENTH: In furtherance and not in limitation of the powers conferred by\nstatute, the Board of Directors is expressly authorized to make, alter, amend or\nrepeal the Bylaws of the Corporation.\n\n       TWELFTH: Meetings of stockholders may be held within or without the State\nof Delaware, as the Bylaws may provide. The books of the Corporation may be kept\n(subject to any provision contained in the statutes) outside of the State of\nDelaware at such place or places as may be designated from time to time by the\nBoard of Directors or in the Bylaws of the Corporation.\n\n       THIRTEENTH: Advance written notice of new business and stockholder\nnominations for the election of directors shall be given in the manner and to\nthe extent provided in the Bylaws of the Corporation.\n\n       FOURTEENTH: Stockholders shall not be entitled to cumulative voting\nrights for the election of directors.\n\n\n   4\n\n       IN WITNESS WHEREOF, Juniper Networks, Inc. has caused this Amended and\nRestated Certificate of Incorporation to be signed by Scott Kriens, its\nPresident, and attested by Lisa C. Berry, its Secretary, this 4th day of May,\n2000.\n\n                                        JUNIPER NETWORKS, INC.\n\n                                             \/s\/ Scott Kriens\n                                        ----------------------------------------\n                                        Scott Kriens, President\n\n\nATTESTED:\n\n\n\/s\/ Lisa C. Berry\n---------------------------------\nLisa C. Berry, Secretary\n\n\n   5\n\n       This Amended and Restated Certificate of Incorporation has been duly\nadopted by the stockholders of the Corporation in accordance with the provisions\nof Sections 242 and 245 of the General Corporation Law of the State of Delaware,\nas amended.\n\n\n       IN WITNESS WHEREOF, Juniper Networks, Inc. has caused this Amended and\nRestated Certificate of Incorporation to be signed by Scott Kriens, its\nPresident, and attested by Lisa C. Berry, its Secretary, this 4th day of May,\n2000.\n\n                                        JUNIPER NETWORKS, INC.\n\n\n                                             \/s\/ Scott Kriens\n                                        ----------------------------------------\n                                        Scott Kriens, President\n\n\nATTESTED:\n\n\n     \/s\/ Lisa C. Berry\n----------------------------------\nLisa C. Berry, Secretary\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7951],"corporate_contracts_industries":[9509],"corporate_contracts_types":[9573,9575],"class_list":["post-41611","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-juniper-networks-inc","corporate_contracts_industries-technology__networking","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\/41611","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=41611"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41611"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41611"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41611"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}