Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
EMBECTA CORP.
(Originally incorporated on July 8, 2021 under the name Berra Newco, Inc.)
I, the undersigned, for the purpose of restating and integrating this Restated Certificate of Incorporation under the General Corporation Law of the State of Delaware (the “DGCL”), do hereby execute this Restated Certificate of Incorporation and do hereby certify as follows:
ARTICLE I
The name of the corporation (hereinafter referred to as the “Corporation”) is Embecta Corp.
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized and incorporated under the DGCL.
ARTICLE IV
Capital Stock.
A. Authorized Capital Stock. The Corporation shall be authorized to issue 100,000 shares of capital stock, of which 100,000 shares shall be shares of common stock, par value $0.01 per share (the “Common Stock”).
B. Common Stock. Except as otherwise provided by law, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Each share of Common Stock shall have one vote, and the Common Stock shall vote together as a single class.
ARTICLE V
Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted in the election of directors or by an affirmative vote of a majority of the Board of Directors of the Corporation (the “Board”).
ARTICLE VI
Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.
ARTICLE VII
In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any By-Laws made by the Board.
ARTICLE VIII
The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law, and all rights, preferences and privileges of whatever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article VIII except as otherwise provided in Article IX.
ARTICLE IX
A director of the Corporation shall not be personally liable to the Corporation or its stockholders for damages for breach of any duty owed to the Corporation or its stockholders, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended.
Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.
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2
IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which only restates and integrates and does not further amend the provisions of the Certificate of Incorporation of this Corporation as heretofore amended, there being no discrepancies between those provisions and the provisions of this Restated Certificate of Incorporation, and it having been duly adopted by the Corporation’s Board of Directors in accordance with Section 245 of the Delaware General Corporation Law, has been executed by its duly authorized officer this 14th day of December, 2021, and shall become effective at 9:01 a.m. ET on December 15, 2021.
EMBECTA CORP. | ||
By: | /s/ Gary DeFazio | |
Name: Gary DeFazio | ||
Title: Director and Secretary | ||
[Signature Page to A&R Charter – Name Change]
