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Certificate of Incorporation
Under Section 102 of the General Corporation Law of the State of Delaware
The Undersigned, being a natural person over the age of 18 years, with a mailing address of v_field_de_incorporator_address, for the purpose of forming a corporation pursuant to Section 102 of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
First: The name of the corporation is v_field_company_name (the “Corporation”).
Second: The address of the registered office of the Corporation is located at “v_field_de_registered_office_address_verbose”. The name of its registered agent at such address is “v_field_de_registered_agent_name”.
Third: The purposes for which the Corporation is formed are to engage in any lawful act or activity for which a corporation may be organized under the DGCL.
Fourth: The total number of shares which the Corporation shall have the authority to issue is v_field_authorized_common_shares_text (v_field_authorized_common_shares) all of which shall be designated “Common Stock” and have a par value of v_field_common_stock_par_value per share.
Fifth: The Corporation is to have perpetual existence.
Sixth: In furtherance and not in limitation of the powers conferred by statute and except as otherwise provided herein, the Board of Directors of the Corporation (the “Board of Directors”) is expressly authorized to make, alter, amend or repeal the bylaws of the Corporation.
Seventh: The number of directors which constitute the whole Board of Directors of the Corporation shall be as specified in the bylaws of the Corporation.
Eighth: Meetings of stockholders may be held within or without the State of Delaware, as the bylaws of the Corporation may provide. The books of the Corporation may be kept within or outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the Corporation.
A. The Corporation shall indemnify each of the Corporation’s directors and officers in each and every situation where, under Section 145 of the DGCL, as amended from time to time (“Section 145”), the Corporation is permitted or empowered to make such indemnification, and to the fullest extent permitted by law. The Corporation may, in the sole discretion of the Board of Directors of the Corporation, indemnify any other person who may be indemnified pursuant to Section 145 to the extent the Board of Directors deems advisable, as permitted by Section 145.
B. No person shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is subsequently amended to further eliminate or limit the liability of a director, then a director of the Corporation, in addition to the circumstances in which a director is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest extent permitted by the amended DGCL. For purposes of this Article, “fiduciary duty as a director” shall include any fiduciary duty arising out of serving at the Corporation’s request as a director of another corporation, partnership, joint venture, trust or other enterprise, and “personally liable to the Corporation or its stockholders” shall include any liability to such other corporation, partnership, joint venture, trust or other enterprise, and any liability to the Corporation in its capacity as a security holder, joint venturer, partner, beneficiary, creditor or investor of or in any such other corporation, partnership, joint venture, trust or other enterprise. Neither any amendment nor repeal of this Article Ninth, Clause (B), nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article Ninth, Clause (B), shall eliminate or reduce the effect of this Article Ninth, Clause (B) in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article Ninth, Clause (B), would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
Tenth: The directors of the Corporation need not be elected by written ballot unless the bylaws of the Corporation so provide.
In Witness Whereof, I, v_field_de_incorporator_name, with a mailing address of v_field_de_incorporator_address, the sole incorporator of v_field_company_name, have executed this Certificate of Incorporation on this v_field_date_sentence.
v_field_de_incorporator_name, Sole Incorporator
Delaware Certificate of Incorporation for corporation (Reitler form) v1.0
1. Has this document already been filed? If it was prepared through Valcu, it has already been filed in Delaware.
2. Who signs? This document should be signed by the incorporator of the company. If it was prepared through Valcu, it has already been signed.
3. Can this document be signed electronically? Yes.
4. Can this be filed with a conformed signature (like: "/s/ John A. Smith")? Yes.
5. What do I do with the document after it has been executed? Include the signed copy and the copy that is file stamped by the Delaware Secretary of State (when it becomes available for download) in the company's corporate records.
6. How can I tell when the Delaware Secretary of State has processed this and the company begins its existence? The company will be listed on Delaware's website.