Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
HERTZ GLOBAL HOLDINGS, INC.
HERTZ GLOBAL HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Hertz Global Holdings, Inc. (the “Corporation”).
2. The Corporation was originally formed as CDRG Acquisition, LLC, a limited liability company formed under the jurisdiction of the State of Delaware on July 15, 2005. An Amended and Restated Certificate of Formation changing CDRG Acquisition, LLC’s name to CCMG Acquisition, LLC was filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on August 12, 2005. A Certificate of Conversion, converting CCMG Acquisition, LLC into a corporation and changing its name to CCMG Holdings, Inc., and the original Certificate of Incorporation of the Corporation, were filed with the Secretary of State on August 31, 2005. An Amended and Restated Certificate of Incorporation was filed with the Secretary of State on December 19, 2005. A Certificate of Amendment, changing the name of the Corporation from CCMG Holdings, Inc. to Hertz Global Holdings, Inc. was filed with the Secretary of State on March 9, 2006.
3. The Corporation’s Amended and Restated Certificate of Incorporation is hereby amended and restated pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, so as to read in its entirety in the form attached hereto as Exhibit A and incorporated herein by this reference (Exhibit A and this Certificate collectively constituting the Corporation’s Amended and Restated Certificate of Incorporation).
4. The amendment and restatement of the Amended and Restated Certificate of Incorporation of the Corporation has been duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation having adopted resolutions setting forth such amendment and restatement, declaring its advisability, and directing that it be submitted to the stockholders of the Corporation for their approval; and the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted having consented in writing to the adoption of such amendment and restatement.
IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Amended and Restated Certificate of Incorporation of the Corporation on the 20th day of November, 2006.
HERTZ GLOBAL HOLDINGS, INC. | |||
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| By: | /s/ Harold E. Rolfe |
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| Name: Harold E. Rolfe | ||
| Title: Senior Vice President |
EXHIBIT A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
HERTZ GLOBAL HOLDINGS, INC.
FIRST. Name. The name of the corporation is Hertz Global Holdings, Inc. (the “Corporation”).
SECOND. Registered Office. The Corporation’s registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is The Corporation Trust Company.
THIRD. Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
FOURTH. Capital Stock. The total number of shares of stock which the Corporation shall have authority to issue is 2,200,000,000 shares, consisting of: (a) 2,000,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), and (b) 200,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided.
(a) Common Stock. Except as otherwise provided (i) by the General Corporation Law of the State of Delaware, (ii) by Section (b) of this Article Fourth, or (iii) by resolutions, if any, of the Board of Directors fixing the powers, designations, preferences and the relative, participating, optional or other rights of the Preferred Stock, or the qualifications, limitations or restrictions thereof, the entire voting power of the shares of the Corporation for the election of directors and for all other purposes shall be vested exclusively in the Common Stock. Each share of Common Stock shall have one vote upon all matters to be voted on by the holders of the Common Stock, and shall be entitled to participate equally in all dividends payable with respect to the Common Stock and to share equally, subject to any rights and preferences of the Preferred Stock (as fixed by resolutions, if any, of the Board of Directors), in all assets of the Corporation, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, or upon any distribution of the assets of the Corporation.
(b) Preferred Stock. Subject to the provisions of this Amended and Restated Certificate of Incorporation, the Board of Directors is authorized to fix from time to time by resolution or resolutions the number of shares of any class or series of Preferred Stock, and to determine the voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, of any such class or series. Further, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any such class or series, the Board of Directors is authorized to increase or decrease