Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
WORLDPAY, INC.
* * * * * * * *
ARTICLE I.
The name of the corporation is:Worldpay, Inc.(the “Corporation”).
ARTICLE II.
The address of the registered office of the Corporation in the State of Delaware is:Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware, 19801. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.
ARTICLE III.
The nature of the business or purposes to be conducted or promoted by 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 (the “DGCL”).
ARTICLE IV.
The total number of shares of stock which the Corporation shall have authority to issue is 100 shares of common stock, par value one cent ($0.01) per share (“Common Stock”). All shares of Common Stock shall have identical rights and preferences. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the assets of the Corporation to be distributed to the holders of the capital stock of the Corporation shall be distributed ratably among the holders of the shares of Common Stock. Except as required by law, the voting power of the Corporation shall be vested in the Common Stock.
ARTICLE V.
In furtherance and not in limitation of the powers conferred by statute, theby-laws of the Corporation may be made, altered, amended or repealed by the stockholders or by a majority of the board of directors of the Corporation.
ARTICLE VI.
Unless and to the extent that theby-laws of the Corporation shall so require, elections of directors of the Corporation need not be by written ballot.
ARTICLE VII.
To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of law, (iii) for any matter in respect of which such director shall be liable under Section 174 of the DGCL or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit. If the DGCL is amended to eliminate or further limit the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the DGCL. The Corporation may (by bylaw, resolution, agreement or otherwise) indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, she, his or her testator or intestate is or was a director, officer, employee or agent of the Corporation or any predecessor to the Corporation or serves or served at any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor to the Corporation. Neither amendment nor repeal of this Article VII nor the adoption of any provision of this Certificate of Incorporation of the Corporation inconsistent with this Article VII shall eliminate or reduce the effect of this paragraph in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article VII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.