{"id":41631,"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-utstarcom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"certificate-of-incorporation-utstarcom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/certificate-of-incorporation-utstarcom-inc.html","title":{"rendered":"Certificate of Incorporation &#8211; UTStarcom Inc."},"content":{"rendered":"<pre>                        THIRTEENTH AMENDED AND RESTATED\n\n                          CERTIFICATE OF INCORPORATION\n\n                                      OF\n\n                                UTSTARCOM, INC.\n\n       UTStarcom, Inc. (the 'CORPORATION'), a corporation organized and existing\nunder the laws of the State of Delaware, hereby certifies as follows:\n\n       1.     The name of the corporation is UTStarcom, Inc.  UTStarcom, Inc. \nwas originally incorporated under the name Unitech Industries Inc. and the\noriginal Certificate of Incorporation of the corporation was filed with the\nSecretary of State of the State of Delaware on June 10, 1991.\n\n       2.     Pursuant to Sections 242 and 245 of the General Corporation Law of\nthe State of Delaware, this Thirteenth Amended and Restated Certificate of\nIncorporation restates and integrates and further amends the provisions of the\nCorporation's Certificate of Incorporation.\n\n       3.     The terms and provisions of this Thirteenth Amended and Restated\nCertificate of Incorporation have been duly approved by written consent of the\nrequired number of shares of outstanding stock of the Corporation pursuant to\nSubsection 228(a) of the General Corporation Law of the State and written notice\npursuant to Subsection 228(d) of the General Corporation Law of the State has\nbeen given to those stockholders whose written consent has not been obtained.\n\n       4.     The text of the Thirteenth Amended and Restated Certificate of\nIncorporation reads in its entirety as follows:\n\n       FIRST.   The name of the Corporation is UTStarcom, Inc.\n\n       SECOND.  The address of the Corporation's registered office in the State\nof Delaware is Corporation Trust Center, 1209 Orange St., Wilmington, County of\nNew Castle, Delaware  19801. The name of its registered agent at such address \nis The Corporation Trust Company.\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 Delaware.\n\n       FOURTH.  This Corporation is authorized to issue two classes of shares \nto be designated, respectively, Common Stock ('COMMON') and Preferred Stock \n('PREFERRED').  The total number of shares of Common this Corporation shall \nhave authority to issue is _______________ with a par value of $0.00125 per \nshare.  The total number of shares of Preferred this Corporation shall have \nauthority to issue is 5,000,000 with a par value of $0.00125 per share.\n\n\n\n       The Board of Directors is authorized, subject to limitations prescribed\nby law, to provide for the issuance of the shares of Preferred in series and, by\nfiling a certificate pursuant to the applicable law of the State of Delaware, to\nestablish from time to time the number of shares to be included in such series,\nand to fix the designation, powers, preferences and rights of the shares of each\nsuch series and the qualifications, limitations or restrictions thereof.\n\n       The authority of the Board with respect to each series shall include, but\nnot be limited to, determination of the following:\n\n       (a)    the number of shares constituting that series and the distinctive\ndesignation of that series;\n\n       (b)    the dividend rate on the shares of that series, whether dividends\nshall be cumulative and, if so, from which date or dates, and the relative\nrights of priority, if any, of payment of dividends on shares of that series;\n\n       (c)    whether that series shall have voting rights, in addition to the\nvoting rights provided by law and, if so, the terms of such voting rights;\n\n       (d)    whether that series shall have conversion privileges and, if so,\nthe terms and conditions of such conversion, including provision for adjustment\nof the conversion rate in such events as the Board of Directors shall determine;\n\n       (e)    whether or not the shares of that series shall be redeemable and,\nif so, the terms and conditions of such redemption, including the date or dates\nupon or after which they shall be redeemable and the amount per share payable \nin case of redemption, which amount may vary under different conditions and at\ndifferent redemption dates;\n\n       (f)    whether that series shall have a sinking fund for the redemption\nor purchase of shares of that series and, if so, the terms and amount of such\nsinking fund; and\n\n       (g)    the rights of the shares of that series in the event of voluntary\nor involuntary liquidation, dissolution or winding up of the Corporation, and\nthe relative rights of priority, if any, of payment of shares of that series.\n\n       FIFTH.\n\n              A.   The management of the business and the conduct of the affairs\nof the Corporation shall be vested in the Board of Directors.  Prior to the \nclosing of the first sale of Common Stock of the Corporation pursuant to a \nregistration statement declared effective by the Securities and Exchange \nCorporation under the Securities Act of 1933, as amended, the number of \ndirectors which shall constitute the whole Board of Directors shall be fixed in\nthe manner designated in the Bylaws of the Corporation.\n\n\n                                      -2-\n\n\n              B.   At any time following the closing of the first sale of Common\nStock of the Corporation pursuant to a registration statement declared effective\nby the Securities and Exchange Corporation under the Securities Act of 1933, as \namended, the number of directors which constitute the whole Board of Directors \nof the Corporation shall be fixed exclusively by one or more resolutions adopted\nfrom time to time by the Board of Directors.  The Board of Directors shall be \ndivided into three classes designated as Class I, Class II, and Class III, \nrespectively.  Directors shall be assigned to each class in accordance with a \nresolution or resolutions adopted by the Board of Directors.  At the first \nannual meeting of stockholders following the date hereof, the term of office of\nthe Class I directors shall expire and Class I directors shall be elected for a\nfull term of three years.  At the second annual meeting of stockholders \nfollowing the date hereof, the term of office of the Class II directors shall \nexpire and Class II directors shall be elected for a full term of three years. \nAt the third annual meeting of stockholders following the date hereof, the term \nof office of the Class III directors shall expire and Class III directors shall \nbe elected for a full term of three years.  At each succeeding annual meeting of\nstockholders, directors shall be elected for a full term of three years to \nsucceed the directors of the class whose terms expire at such annual meeting.\n\n              C.   In furtherance and not in limitation of the powers conferred \nby statute, the Board of Directors is expressly authorized to make, alter, amend\nor repeal the Bylaws of the Corporation.\n\n              D.   Elections of directors need not be by written ballot except\nand to the extent provided in the Bylaws of the corporation.\n\n              E.   Vacancies created by newly created directorships, created in\naccordance with the Bylaws of this Corporation, may be filled by the vote of a \nmajority, although less than a quorum, of the directors then in office, or by a \nsole remaining director\n\n       SIXTH.\n\n              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 Corporation shall not be personally liable to the Corporation or its\nstockholders for monetary damages for breach of fiduciary duty as a director.\n\n              B.   The Corporation may indemnify to the fullest extent permitted\nby law any person made or threatened to be made a party to an action or \nproceeding, whether criminal, civil, administrative or investigative, by reason \nof the fact that he, his testator or intestate is or was a director, officer, \nemployee or agent of the Corporation or any predecessor of the Corporation or \nserves or served at any other enterprise as a director, officer, employee or \nagent at the request of the Corporation or any predecessor to the Corporation.\n\n              C.   Neither any amendment nor repeal of this Article SIXTH, nor\nthe adoption of any provision of this Corporation's Certificate of Incorporation\ninconsistent with this Article SIXTH, shall eliminate or reduce the effect of\nthis Article SIXTH, in respect of any matter occurring,\n\n\n                                      -3-\n\n\nor any action or proceeding accruing or arising or that, but for this Article \nSIXTH, would accrue or arise, prior to such amendment, repeal or adoption of an \ninconsistent provision.\n\n       SEVENTH.    The Corporation is to have perpetual existence.\n\n       EIGHTH.\n\n              A.   Meetings of stockholders may be held within or without the\nState of Delaware, as the Bylaws may provide.  The books of the Corporation may\nbe kept (subject to any provision contained in the statutes) outside of the\nState of Delaware at such place or places as may be designated from time to time\nby the Board of Directors or in the Bylaws of the Corporation.\n\n              B.   At any time following the closing of the first sale of Common\nStock of the Corporation pursuant to a registration statement declared effective\nby the Securities and Exchange Corporation under the Securities Act of 1933, as \namended, stockholders of the Corporation may not take any action by written \nconsent in lieu of a meeting and any action contemplated by stockholders after \nsuch time must be taken at a duly called annual or special meeting of \nstockholders.\n\n              C.   Advance notice of new business and stockholder nominations \nfor the election of directors shall be given in the manner and to the extent\nprovided in the Bylaws of the Corporation.\n\n       NINTH.      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, and all rights conferred upon\nstockholders herein are granted subject to this reservation.\n\n\n                                      -4-\n\n\n       IN WITNESS WHEREOF, this Certificate has been signed this __ day of\n______, 2000.\n\n                                        UTSTARCOM, INC.\n                                        A Delaware corporation\n\n\n                                        --------------------------------------\n                                        Hong Liang Lu\n                                        President and Chief Executive Officer\n\n\nATTEST:\n\n\n-----------------------------------\nCarmen Chang\nAssistant Secretary\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9205],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9573,9575],"class_list":["post-41631","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-utstarcom-inc","corporate_contracts_industries-telecommunications__equipment","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\/41631","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=41631"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41631"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41631"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41631"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}