{"id":41630,"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-united-defense-industries-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-united-defense-industries-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-united-defense-industries-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; United Defense Industries Inc."},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n                          CERTIFICATE OF INCORPORATION\n\n                                       OF\n\n                         UNITED DEFENSE INDUSTRIES, INC.\n\n                  Pursuant to Sections 228, 242 and 245 of the\n                General Corporation Law of the State of Delaware\n\n                 -----------------------------------------------\n\n     United Defense Industries, Inc. (the \"Corporation\"), a corporation\norganized and existing under the provisions of the General Corporation Law of\nthe State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS:\n\n     1.       That the name of the Corporation is United Defense Industries,\n              Inc.\n\n     2.       That the date of filing of the original Certificate of\n              Incorporation of the Corporation with the Secretary of State\n              of the State of Delaware was August 15, 1997, under the name\n              of Iron Horse Acquisition Corp.\n\n     3.       That this amendment and restatement of the Corporation's\n              Certificate of Incorporation was adopted and approved by the\n              Board of Directors of the Corporation in accordance with\n              Section 242 and 245 of the General Corporation Law of the\n              State of Delaware.\n\n     4.       That this amendment and restatement of the Corporation's\n              Certificate of Incorporation was adopted and approved by the\n              holders of the requisite number of shares of the Corporation\n              in accordance with Section 242 and 245 of the General\n              Corporation Law of the State of Delaware.\n\n     5.       That this Amended and Restated Certificate of Incorporation\n              restates and integrates and further amends the Certificate of\n              Incorporation of the Corporation, as heretofore amended or\n              supplemented.\n\n     The text of the Corporation's Certificate of Incorporation is amended and\nrestated in its entirety as follows:\n\n     FIRST: The name of the corporation is:\n\n                         United Defense Industries, Inc.\n\n     SECOND: The address of the registered office of the Corporation in the\nState of Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware\n19801. The name of its registered agent at such address is The Corporation Trust\nCompany.\n\n\n\n     THIRD: 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     FOURTH: (a) The Corporation is authorized to issue two classes of shares to\nbe designated, respectively, \"Common Stock\" and \"Preferred Stock.\" The aggregate\nnumber of all classes of shares which the Corporation shall have authority to\nissue is Two Hundred Million (200,000,000) shares, par value of $.01 per share.\nThe total number of shares of Common Stock which the Corporation shall have\nauthority to issue is One Hundred Fifty Million (150,000,000) shares, par value\nof $.01 per share of Common Stock. The total number of shares of Preferred Stock\nwhich the Corporation shall have authority to issue is Fifty Million\n(50,000,000) shares, par value of $.01 per share of Preferred Stock.\n\n          (b) At all times, each holder of Common Stock of the Corporation shall\nbe entitled to one vote for each share of Common Stock held by such stockholder\nstanding in the name of such stockholder on the books of the Corporation.\n\n          (c) The Preferred Stock may be issued in one or more series, each\nseries to be appropriately designated by a distinguishing letter or title, prior\nto the issue of any shares thereof.\n\n     The Board of Directors is hereby authorized to fix or alter the dividend\nrights, dividend rate, conversion rights, voting rights, rights and terms of\nredemption (including sinking fund provisions, if any), the redemption price or\nprices, the liquidation preferences, any other designations, preferences and\nrelative, participating, optional or other special rights, and any\nqualifications, limitations or restrictions thereof, of any wholly unissued\nseries of Preferred Stock, and the number of shares constituting any such\nunissued 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 which they had prior to the\nadoption of the resolution originally fixing the number of shares of such\nseries.\n     FIFTH: In furtherance and not in limitation of the power conferred by\nstatute, the Board of Directors is expressly authorized to make, alter or repeal\nthe Bylaws of the Corporation.\n\n     SIXTH: No director of the Corporation shall be liable to the Corporation or\nits stockholders for monetary damages for the breach of fiduciary duty as a\ndirector, except for liability (i) for any breach of the director's duty of\nloyalty to the Corporation or its stockholders, (ii) for acts or omissions not\nin good faith or which involve intentional misconduct or a knowing violation of\nlaw, (iii) under Section 174 of the General Corporation Law of the State of\nDelaware, or (iv) for any transactions from which the director derived an\nimproper personal benefit.\n\n     If the General Corporation Law of the State of Delaware is hereafter\namended to authorize corporate action further limiting or eliminating the\npersonal liability of directors, then the liability of the director to the\nCorporation shall be limited or eliminated to the fullest extent permitted by\nthe General Corporation Law of the State of Delaware, as so amended from time to\n\n\n\n\n\n\n\ntime. Any repeal or modification of this Article by the stockholders of the\nCorporation shall be prospective only, and shall not adversely affect any\nlimitation on the personal liability of a director of the Corporation existing\nat the time of such repeal or modification.\n\n     SEVENTH: The Corporation reserves the right to amend, alter, change or\nrepeal any provisions contained in this Certificate of Incorporation, in the\nmanner now or hereafter prescribed by the General Corporation Law of the State\nof Delaware. All rights conferred upon stockholders herein are granted subject\nto this reservation.\n\n\n\n\n\n\n\n\n     Executed in the name of the Corporation by its President, who declares,\naffirms, acknowledges and certifies under penalties of perjury, that this is his\nfree act and deed and the facts stated herein are true.\n\nDated:   ___________, 2001\n\n                                         UNITED DEFENSE INDUSTRIES, INC.\n\n\n                                         _______________________________________\n                                         Thomas W. Rabaut\n                                         President and Chief Executive Officer\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9167],"corporate_contracts_industries":[9477],"corporate_contracts_types":[9573,9575],"class_list":["post-41630","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-united-defense-industries-inc","corporate_contracts_industries-aerospace__vehicles","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\/41630","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=41630"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41630"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41630"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41630"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}