Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CORSAIR COMPONENTS INC.
Andrew Paul and John E. Green hereby certify that:
ONE: They are the duly elected and acting President and Secretary, respectively, of Corsair Components Inc., a Delaware corporation (the “Corporation”). The date of filing of said corporation’s original certificate of incorporation with the Delaware Secretary of State is January 4, 2010.
TWO: This Amended and Restated Certificate of Incorporation was approved by a majority of the outstanding shares of Common Stock by written action in lieu of a meeting and by the corporation’s board of directors in accordance with the provisions of Sections 245 and 242 of the General Corporation Law.
The Certificate of Incorporation of the corporation is hereby amended and restated to read in its entirety as follows:
ARTICLE I.
The name of this Corporation is Corsair Components, Inc.
ARTICLE II.
The address of the registered office of the corporation in the State of Delaware and the County of Kent is 3500 South Dupont Highway, Dover, Delaware 19901. The name of its registered agent at such address is Incorporating Services Ltd.
ARTICLE III.
The nature of the business or 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.
ARTICLE IV.
This Corporation is authorized to issue one class of stock to be designated “Common Stock.” The total number of shares that the Corporation is authorized to issue is One Hundred Ten Million (110,000,000) shares, all of which shall be Common Stock, par value $0.0001 per share.
ARTICLE V.
A director of the Corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (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 General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived any improper personal benefit. If the General Corporation Law of the State of Delaware is amended after approval by the stockholders of this Article to authorize corporate action further eliminating or limiting the personal liability of directors then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended.
Any repeal or modification of the foregoing provisions of this Article V by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
ARTICLE VI.
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.
ARTICLE VII.
Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.
ARTICLE VIII.
The number of directors which shall constitute the whole Board of Directors of the Corporation shall be fixed from time to time by, or in the manner provided in, the Bylaws of the Corporation or in an amendment thereof duly adopted by the Board of Directors of the Corporation or by the stockholders of the Corporation.
ARTICLE IX.
Meetings of stockholders of the Corporation 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 (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors of the Corporation or in the Bylaws of the Corporation.
ARTICLE X.
To the fullest extent permitted by applicable law, this Corporation is also authorized to provide indemnification of (and advancement of expenses to) such agents (and any other persons to which Delaware law permits this Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law of the State of Delaware, subject only to limits
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created by applicable Delaware law (statutory or non-statutory), with respect to actions for breach of duty to this Corporation, its stockholders, and others.
Any repeal or modification of any of the foregoing provisions of this Article X shall not adversely affect any right or protection of a director, officer, agent or other person existing at the time of, or increase the liability of any director of this Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to such repeal or modification.
IN WITNESS WHEREOF, the corporation has caused this Amended and Restated Certificate of Incorporation to be signed by Andrew J. Paul, its President, and attested to by John E. Green, its Secretary, on April 09, 2010.
| CORSAIR COMPONENTS, INC. | ||
| By: | /s/ ANDREW J. PAUL | |
| Name: | Andrew J. Paul | |
| Title: | President | |
| Attest: | JOHN E. GREEN | |
| Name: | John E. Green | |
| Title: | Secretary | |
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