{"id":41625,"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-sohu-com-inc2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-sohu-com-inc2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-sohu-com-inc2.html","title":{"rendered":"Certificate of Incorporation &#8211; Sohu.com Inc."},"content":{"rendered":"<pre>                          SIXTH AMENDED AND RESTATED\n                         CERTIFICATE OF INCORPORATION\n                                      OF\n                                 SOHU.COM INC.\n\n\n     Sohu.com Inc., a corporation organized and existing under the laws of the\nState of Delaware (the \"Corporation\"), hereby certifies as follows:\n\n     A.   The name of the Corporation is Sohu.com Inc. The date of the filing of\nits original Certificate of Incorporation (the \"Original Certificate of\nIncorporation\") with the Secretary of State of the State of Delaware was August\n2, 1996, under the name of Internet Technologies China Incorporated. The\nOriginal Certificate of Incorporation was amended and restated on March 10,\n1998, subsequently amended and restated on August 7, 1998, amended on September\n28, 1999, subsequently amended and restated on October 15, 1999, subsequently\namended and restated on February 1, 2000, subsequently amended and restated on\nJune 22, 2000 (the \"Fifth Amended and Restated Certificate of Incorporation\"),\nand subsequently amended on July 13, 2000.\n\n     B.   This Sixth Amended and Restated Certificate of Incorporation (the\n\"Certificate\"), which amends, restates and integrates the provisions of the\nFifth Amended and Restated Certificate of Incorporation, as amended to date, was\nduly adopted by the Board of Directors of the Corporation in accordance with the\nprovisions of Sections 242 and 245 of the General Corporation Law of the State\nof Delaware, as amended from time to time (the \"DGCL\"), and was duly adopted by\nthe written consent of the stockholders of the Corporation in accordance with\nthe applicable provisions of Sections 228, 242 and 245 of the DGCL.\n\n     C.   The text of the Fifth Amended and Restated Certificate of\nIncorporation, as amended to date, is hereby amended and restated in its\nentirety to provide as herein set forth in full.\n\n\n                                   ARTICLE I\n\n     The name of this corporation (the \"Corporation\") is Sohu.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, in the City of Wilmington, County of New Castle.\nThe name of the Corporation's registered agent at such address is The\nCorporation Trust Company.\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 DGCL.\n\n                                      -1-\n\n \n                                  ARTICLE IV\n\n     A.   Number of Shares and Classes of Stock. The Corporation is authorized\n          -------------------------------------\nto issue two classes of stock to be designated, respectively, \"Common Stock\" and\n\"Preferred Stock.\" The total number of shares of stock which the Corporation\nshall have authority to issue is Seventy-Six Million Four Hundred Thousand\n(76,400,000) shares, consisting of Seventy-Five Million Four Hundred Thousand\n(75,400,000) shares of Common Stock, $0.001 par value per share, and One Million\n(1,000,000) shares of Preferred Stock, $0.001 par value per share.\n\n     B.   Preferred Stock; The Power to Designate. The Board of Directors of the\n          ---------------------------------------\nCorporation is hereby expressly vested with the power to issue one or more\nseries of the Preferred Stock of the Corporation from time to time and by\nresolution to designate the powers, designations, preferences and relative,\nparticipating, optional or other special rights, and the qualifications,\nlimitations or restrictions of any such series to the extent permitted under the\nDGCL.\n\n     Subject to the rights of the holders of any series of Preferred Stock, the\nnumber of authorized shares of any class or series of Preferred Stock may be\nincreased or decreased (but not below the number of shares thereof then\noutstanding) by the affirmative vote of the holders of a majority of the\noutstanding shares entitled to vote, irrespective of the provisions of 242(b)(2)\nof the DGCL or any corresponding provision hereafter enacted.\n\n                                   ARTICLE V\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 and of its directors and of its stockholders or any\nclass thereof, as the case may be, it is further provided:\n\n          1.   The number of directors of the Corporation shall be determined in\naccordance with the By-Laws. Commencing with the first annual meeting of the\nstockholders after the effective date hereof, the directors of the Corporation\nshall be divided into two classes, as nearly equal as reasonably possible, as\ndetermined by the Board of Directors, with the initial term of office of the\nfirst class of such Directors (\"Class I\") to expire at the second annual meeting\nof the stockholders after the effective date hereof and the initial term of\noffice of the second class of such directors (\"Class II\") to expire at the third\nannual meeting of the stockholders after the effective date hereof, with each\nclass of directors to hold office until their successors have been elected and\nqualified. At each annual meeting of stockholders, directors elected to succeed\nthe directors whose terms expire at such annual meeting shall be elected to hold\noffice for a term expiring at the annual meeting of stockholders in the second\nyear following the year of their election and until their successors have been\nduly elected and qualified. Elections of directors need not be by written ballot\nexcept and to the extent provided in the By-Laws of the Corporation.\n\n          2.   The board of directors of the Corporation is expressly authorized\nto adopt, amend or repeal the By-Laws of the Corporation. The By-Laws of the\nCorporation may also be altered or repealed and new By-Laws may be adopted at\nany annual or special meeting of\n\n                                      -2-\n\n \nstockholders, by the affirmative vote of the holders of not less than a majority\nof the voting power of all outstanding shares of capital stock of the\nCorporation entitled to vote generally in the election of directors, considered\nfor purposes hereof as a single class.\n\n          3.   Any action required or permitted to be taken by the stockholders\nof the Corporation must be taken at a duly called annual or special meeting of\nsuch holders and may not be taken by any consent in writing by such holders.\nExcept as otherwise provided for herein or required by law, special meetings of\nstockholders of the Corporation for any purpose or purposes may be called only\nby the Board or by the President, and any power of stockholders to call a\nspecial meeting is specifically denied.\n\n          4.   No director of the Corporation shall have any personal liability\nto the Corporation or its stockholders for monetary damages for breach of\nfiduciary duty as a director, provided, however, that the foregoing shall not\n                              --------  -------\neliminate or limit the liability of a director of the Corporation (i) for any\nbreach of such director's duty of loyalty to the Corporation or its\nstockholders, (ii) for acts or omissions not in good faith or which involve\nintentional misconduct or a knowing violation of law, (iii) under Section 174 of\nthe DGCL, or (iv) for any transactions from which the director derived an\nimproper personal benefit. If the DGCL is amended after the effective date of\nthis Certificate to authorize corporate action further eliminating or limiting\nthe personal liability of directors, then the liability of a director of the\nCorporation shall be eliminated or limited to the fullest extent permitted by\nthe DGCL, as so amended.\n\n          Any proposed alteration, amendment or repeal of this provision of\nArticle V shall require the affirmative vote of the holders of not less than 80%\nof the voting power of all outstanding shares of capital stock of the\nCorporation entitled to vote generally in the election of directors, considered\nfor the purposes hereof as a single class, provided, however, that any such\n                                           --------  -------\nalteration, amendment or repeal by the stockholders of the Corporation (or by\noperation of law) shall not adversely affect any right or protection of a\ndirector of the Corporation with respect to any acts or omissions of such\ndirectors occurring prior to such amendment or repeal.\n\n                                  ARTICLE VI\n\n     The corporation shall, to the fullest extent permitted by Section 145 of\nthe DGCL, as the same may be amended and supplemented, indemnify directors of\nthe Corporation from and against any and all of the expenses, liabilities or\nother matters referred to in or covered by said section and the indemnification\nprovided for herein shall not be deemed exclusive of any other rights to which\nthose indemnified may be entitled under any By-Law, agreement, vote of\nstockholders or disinterested directors or otherwise, both as to action in his\ncapacity as a director and as to action in another capacity during his tenure as\na director, and shall continue as to a person who has ceased to be a director,\nand shall inure to the benefit of the heirs, executors and administrators of\nsuch a person.\n\n     Any amendment, modification or repeal of Article VI shall not adversely\naffect any right or protection in favor of any director existing at the time of,\nor increase the liability of any director of the Corporation with respect to any\nacts or omissions of such person occurring prior to such amendment, modification\nor repeal.\n\n                                      -3-\n\n \n                                  ARTICLE VII\n\n     From time to time any of the provisions of this Amended and Restated\nCertificate of Incorporation may be amended, altered or repealed, and other\nprovisions authorized by the laws of the State of Delaware at the time in force\nmay be added or inserted in the manner and at the time prescribed by said laws,\nand all rights at any time conferred upon the stockholders of the Corporation by\nthis Amended and Restated Certificate of Incorporation are granted subject to\nthe provisions of this Article VII.\n\n                            *      *      *      *\n\n     IN WITNESS WHEREOF, the undersigned has executed this Certificate on July\n17, 2000.\n\n\n                                                 By:   \/s\/ Timothy B. Bancroft\n                                                       -----------------------\n                                                       Timothy B. Bancroft\n                                                       Secretary\n\n                                      -4-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8856],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9573,9575],"class_list":["post-41625","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sohucom-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\/41625","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=41625"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41625"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41625"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41625"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}