{"id":41612,"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-marketwatch-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-marketwatch-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-marketwatch-com-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; MarketWatch.com Inc."},"content":{"rendered":"<pre>\n                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION\n                                       OF\n                              MARKETWATCH.COM, INC.\n\n\n\n                                    ARTICLE I\n\n         The name of the corporation is MarketWatch.com, Inc.\n\n                                   ARTICLE II\n\n         The address of the registered office of the corporation in the State of\nDelaware is 1209 Orange Street, City of Wilmington, County of New Castle. The\nname of its registered agent at that address is The Corporation Trust Company.\n\n                                   ARTICLE III\n\n         The purpose of the corporation is to engage in any lawful act or\nactivity for which corporations may be organized under the General Corporation\nLaw of the State of Delaware.\n\n                                   ARTICLE IV\n\n         The total number of shares of all classes of stock which the\ncorporation has authority to issue is Thirty-five Million (35,000,000) shares,\nconsisting of two classes: Thirty Million (30,000,000) shares of Common Stock,\n$0.01 par value per share, and Five Million (5,000,000) shares of Preferred\nStock, $0.01 par value per share.\n\n         The Board of Directors is authorized, subject to any limitations\nprescribed by the law of the State of Delaware, to provide for the issuance of\nthe shares of Preferred Stock in one or more series, and, by filing a\ncertificate of designation pursuant to the applicable law of the State of\nDelaware, to establish from time to time the number of shares to be included in\neach such series, to fix the designation, powers, preferences and rights of the\nshares of each such series and any qualifications, limitations or restrictions\nthereof, and to increase or decrease the number of shares of any such series\n(but not below the number of shares of such series then outstanding). The number\nof authorized shares of Preferred Stock may also be increased or decreased (but\nnot below the number of shares thereof then outstanding) by the affirmative vote\nof the holders of a majority of the stock of the corporation entitled to vote,\nunless a vote of any other holders is required pursuant to a certificate or\ncertificates establishing a series of Preferred Stock.\n\n         Except as otherwise expressly provided in any certificate of\ndesignation designating any series of Preferred Stock pursuant to the foregoing\nprovisions of this Article IV, any new series of Preferred Stock may be\ndesignated, fixed and determined as provided herein by the Board of Directors\nwithout approval of the holders of Common Stock or the holders of Preferred\nStock, or any series thereof, and any such new series may have powers,\npreferences and rights, including, without limitation, voting rights, dividend\nrights, liquidation rights, redemption rights and conversion rights, senior to,\njunior to or pari passu with the rights of the Common Stock, the Preferred\nStock, or any future class or series of Preferred Stock or Common Stock.\n\n\n\n\n\n                                    ARTICLE V\n\n         The Board of Directors of the corporation shall have the power to\nadopt, amend or repeal Bylaws of the corporation.\n\n                                   ARTICLE VI\n\n         A. Election of directors need not be by written ballot unless the\nBylaws of the corporation shall so provide.\n\n         B. Special meetings of stockholders of the corporation may be called\nonly by the Board of Directors pursuant to a resolution adopted by a majority of\nthe total number of authorized directors (whether or not there exist any\nvacancies in previously authorized directorships at the time any such resolution\nis presented to the Board for adoption), the Chairman of the Board, the Chief\nExecutive Officer or any holder of twenty five percent (25%) of the outstanding\nCommon Stock of the corporation.\n\n                                   ARTICLE VII\n\n         Subject to the rights of the holders of any series of Preferred Stock\nthen outstanding, newly created directorships resulting from any increase in the\nauthorized number of directors or any vacancies in the Board of Directors\nresulting from death, resignation or other cause may be filled (a) by the\nstockholders at any meeting, (b) by a majority of the directors, although less\nthan a quorum, or (c) by a sole remaining director, and directors so chosen\nshall hold office for a term expiring at the next annual meeting of stockholders\nat which the term of office of the class to which they have been elected\nexpires, and until their respective successors are elected, except in the case\nof the death, resignation, or removal of any director. No decrease in the number\nof directors constituting the Board of Directors shall shorten the term of any\nincumbent director.\n\n                                  ARTICLE VIII\n\n         A. To the fullest extent permitted by law, no director of the\ncorporation shall be personally liable for monetary damages for breach of\nfiduciary duty as a director. Without limiting the effect of the preceding\nsentence, if the Delaware General Corporation Law is hereafter amended to\nauthorize the further elimination or limitation of the liability of a director,\nthen the liability of a director of the corporation shall be eliminated or\nlimited to the fullest extent permitted by the Delaware General Corporation Law,\nas so amended.\n\n         B. To the extent permitted by applicable law, this corporation is also\nauthorized to provide indemnification of (and advancement of expenses to) agents\n(and any other persons to which Delaware law permits this corporation to provide\nindemnification) through bylaw provisions, agreements with such agents or other\npersons, vote of stockholders or disinterested directors or otherwise, in excess\nof the indemnification and advancement otherwise permitted by Section 145 of the\nDelaware General Corporation Law, subject only to limits created by applicable\nDelaware law (statutory or non-statutory), with respect to actions for breach of\nduty to the corporation, its stockholders, and others.\n\n\n                                       2\n\n\n         C. Neither any amendment nor repeal of any of the foregoing provisions\nof this Article VIII, nor the adoption of any provision of this Certificate of\nIncorporation inconsistent with this Article VIII, shall eliminate, reduce or\notherwise adversely affect any limitation on the personal liability of a\ndirector of the corporation existing at the time of such amendment, repeal or\nadoption of such an inconsistent provision.\n\n                                   ARTICLE IX\n\n         The name and mailing address of the incorporator is Sayre E. Stevick,\nc\/o Fenwick &amp; West LLP, Two Palo Alto Square, Palo Alto, CA 94306.\n\n         The undersigned incorporator hereby acknowledges that the foregoing\ncertificate is his act and deed and that the facts stated herein are true.\n\nDate:  _____________, 1998\n\n\n                                             -----------------------------------\n                                             Sayre E. Stevick, Incorporator\n\n\n\n\n                                       3\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8132],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9573,9575],"class_list":["post-41612","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-marketwatchcom-inc","corporate_contracts_industries-technology__programming","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\/41612","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=41612"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41612"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41612"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41612"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}