AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
ORTHOFIX MEDICAL INC.
CERTIFICATE OF INCORPORATION
Orthofix Medical Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), does hereby certify as follows:
The Company’s present name and the name under which it was originally incorporated is Orthofix Medical Inc., and its original certificate of incorporation was filed with the Secretary of State of the State of Delaware on July 31, 2018 (the “Original Certificate”).
This Amended and Restated Certificate of Incorporation amends, restates and integrates the provisions of the Original Certificate and was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.
This Amended and Restated Certificate of Incorporation shall become effective on the date of filing with the Secretary of State of the State of Delaware.
The text of the Original Certificate is hereby amended and restated in its entirety to read as follows:
The name of the corporation is Orthofix Medical Inc. (the “Corporation”).
The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, DE 19808. The registered agent at such address is Corporation Service Company.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (the “DGCL”).
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In furtherance and not in limitation of the powers conferred by the DGCL, the Board is expressly authorized and empowered to adopt, alter, amend, repeal and rescind the Bylawsbylaws of the Corporation and any provision or provisions thereof.
The names and addresses of the persons who shall serve as directors of the Corporation upon the filing of this Certificate of Incorporation are as follows:
Bradley R. Mason | c/o Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, Texas 75056 |
Ronald A. Matricaria | c/o Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, Texas 75056 |
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Luke Faulstick | c/o Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, Texas 75056 |
James Hinrichs | c/o Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, Texas 75056 |
Alexis V. Lukianov | c/o Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, Texas 75056 |
Lilly Marks | c/o Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, Texas 75056 |
Michael E. Paolucci | c/o Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, Texas 75056 |
Maria Sainz | c/o Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, Texas 75056 |
John Sicard | c/o Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, Texas 75056 |
The foregoing directors shall hold office until the next annual meeting of stockholders and until their successors shall have been duly elected and qualified, or until their earlier resignations or removal.
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Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of § 291 of the DGCL or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under § 279 of the DGCL order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.
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The Corporation reserves the right to amend or repeal any provision contained in this Restated Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation.
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IN WITNESS WHEREOF, Orthofix Medical Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by its President and Chief Executive Officer on this 19th day of June, 2023.
ARTICLE XI : EFFECTIVE DATE AND TIME
The effective date and time of this Certificate of Incorporation shall be at 11:59 p.m. on the 31st day of July, 2018.
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ARTICLE XII : INCORPORATOR
Kimberley Elting is the sole incorporator and the mailing address for the sole incorporator is 3451 Plano Parkway, Lewisville, Texas 75056.
By: | /s/ Kimberley EltingKeith Valentine |
| IncorporatorKeith Valentine |
DATED: July 31, 2018 | Kimberley EltingPresident and Chief Executive Officer |
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