{"id":41622,"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-redback-networks-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-redback-networks-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-redback-networks-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; Redback Networks Inc."},"content":{"rendered":"<pre>               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION\n                            OF REDBACK NETWORKS INC.,\n                             A DELAWARE CORPORATION\n\n\n                The undersigned, Dennis L. Barsema, hereby certifies that:\n\n                ONE: He is the duly elected and acting President of said\ncorporation.\n\n                TWO: The name of the corporation is Redback Networks Inc. and\nthat the corporation was originally incorporated on August 30, 1996 pursuant to\nthe General Corporation Law of the State of Delaware.\n\n               THREE: Pursuant to Section 242 and Section 245 of the General\nCorporation Law of the State of Delaware, Redback Networks Inc. has adopted this\nAmended and Restated Certificate of Incorporation, restating, integrating and\nfurther amending its Amended and Restated Certificate of Incorporation dated on\nor about September 11, 1998, as amended on March 24, 1999, which Amended and\nRestated Certificate of Incorporation has been duly proposed by the directors\nand adopted by the stockholders of this corporation (by written consent pursuant\nto Section 228 of said General Corporate Law) in accordance with the provisions\nof said Section 242 and Section 245.\n\n                FOUR: The Amended and Restated Certificate of Incorporation of\nsaid corporation shall be amended and restated to read in full as follows:\n\n                                    ARTICLE I\n\n                The name of this corporation is Redback Networks Inc.\n\n                                   ARTICLE II\n\n                The address of the registered office of this corporation in the\nState of Delaware is Corporation Trust Center, 1209 Orange Street, in the City\nof Wilmington, 19801, County of New Castle. The name of its registered agent at\nsuch address is The Corporation Trust Company.\n\n                                   ARTICLE III\n\n                The nature of the business or purposes to be conducted or\npromoted is to engage in any lawful act or activity for which corporations may\nbe organized under the General Corporation Law of Delaware.\n\n                                   ARTICLE IV\n\n                This corporation is authorized to issue two classes of stock to\nbe designated, respectively, 'Common Stock' and 'Preferred Stock.' The total\nnumber of shares that this corporation is authorized to issue is two hundred and\nten million (210,000,000) shares. Two\n\n\n\nhundred million (200,000,000) shares shall be Common Stock, par value $.0001 per\nshare, and ten million (10,000,000) shares shall be Preferred Stock, par value\n$.0001 per share.\n\n                The Preferred Stock may be issued from time to time in one or\nmore series, without further stockholder approval. The Board of Directors is\nhereby authorized, in the resolution or resolutions adopted by the Board of\nDirectors providing for the issuance of any wholly unissued series of Preferred\nStock, within the limitations and restrictions stated in this Amended and\nRestated Certificate of Incorporation (the 'Restated Certificate'), to fix or\nalter the dividend rights, dividend rate, conversion rights, voting rights,\nrights and terms of redemption (including sinking fund provisions), the\nredemption price or prices, and the liquidation preferences of any wholly\nunissued series of Preferred Stock, and the number of shares constituting any\nsuch series and the designation thereof, or any of them, and to increase or\ndecrease the number of shares of any series subsequent to the issue of shares of\nthat series, but not below the number of shares of such series then outstanding.\nIn case the number of shares of any series shall be so decreased, the shares\nconstituting such decrease shall resume the status that they had prior to the\nadoption of the resolution originally fixing the number of shares of such\nseries.\n\n                                    ARTICLE V\n\n                Except as otherwise provided in this Restated Certificate, in\nfurtherance and not in limitation of the powers conferred by statute, the Board\nof Directors is expressly authorized to make, repeal, alter, amend and rescind\nany or all of the Bylaws of this corporation.\n\n                                   ARTICLE VI\n\n               The number of directors of this corporation shall be fixed from\ntime to time by a bylaw or amendment thereof duly adopted by the Board of\nDirectors or by the stockholders.\n\n                                   ARTICLE VII\n\n                Elections of directors need not be by written ballot unless the\nBylaws of this corporation shall so provide.\n\n                                  ARTICLE VIII\n\n                Except as otherwise provided in this Restated Certificate, any\naction required or permitted to be taken by the stockholders of the Corporation\nmust be effected at an annual or special meeting of the stockholders of the\nCorporation, and no action required to be taken or that may be taken at any\nannual or special meeting of the stockholders of the Corporation may be taken by\nwritten consent.\n\n                                   ARTICLE IX\n\n                A director of this corporation shall, to the full extent\npermitted by the Delaware General Corporation Law as it now exists or as it may\nhereafter be amended, not be liable to this \n\n\n                                       2\n\n\n\ncorporation or its stockholders for monetary damages for breach of fiduciary\nduty as a director. Neither any amendment nor repeal of this Article IX, nor the\nadoption of any provision of this Restated Certificate of Incorporation\ninconsistent with this Article IX, shall eliminate or reduce the effect of this\nArticle IX in respect of any matter occurring, or any cause of action, suit or\nclaim that, but for this Article IX, would accrue or arise, prior to such\namendment, repeal or adoption of an inconsistent provision.\n\n                                    ARTICLE X\n\n                This corporation reserves the right to amend, alter, change or\nrepeal any provision contained in this Restated Certificate, in the manner now\nor hereafter prescribed by statute, and all rights conferred upon stockholders\nherein are granted subject to this reservation.\n\n                                   ARTICLE XI\n\n                To the fullest extent permitted by applicable law, the\nCorporation is authorized to provide indemnification of (and advancement of\nexpenses to) agents of the Corporation (and any other persons to which General\nCorporation Law permits the Corporation to provide indemnification) through\nbylaw provisions, agreements with such agents or other persons, vote of\nstockholders or disinterested directors or otherwise, in excess of the\nindemnification and advancement otherwise permitted by Section 145 of the\nGeneral Corporation Law, subject only to limits created by applicable General\nCorporation Law (statutory or non-statutory), with respect to actions for breach\nof duty to the Corporation, its stockholders, and others.\n\n                Any amendment, repeal or modification of the foregoing\nprovisions of this Article XI shall not adversely affect any right or protection\nof a director, officer, agent, or other person existing at the time of, or\nincrease the liability of any director of the Corporation with respect to, any\nacts or omissions of such director, officer or agent occurring prior to such\namendment, repeal or modification.\n\n                                      * * *\n\n                FIVE: That thereafter said amendment and restatement was duly\nadopted in accordance with the provisions of Section 242 and Section 245 of the\nGeneral Corporation Law by obtaining the vote of the holders of the majority of\nthe outstanding stock of the corporation in favor of said amendment and\nrestatement in the manner set forth in Section 228 of the General Corporation\nLaw.\n\n\n                                       3\n\n\n\n                IN WITNESS WHEREOF, the undersigned has executed this\ncertificate on March 8, 2000.\n\n\n\n                                            \/s\/ Dennis L. Barsema\n                                            ---------------------------------\n                                            Dennis L. Barsema, President\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8660],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9575],"class_list":["post-41622","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-redback-networks-inc","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\/41622","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=41622"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41622"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41622"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41622"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}