[Conformed Copy]
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WARNER-LAMBERT COMPANY
a Delaware Corporation)
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Restated
Certificate of Incorporation
Filed November 10, 1972
RESTATED
CERTIFICATE OF INCORPORATION
OF
WARNER-LAMBERT COMPANY
Warner-Lambert Company was originally incorporated under the name
of William R. Warner & Co., Inc. The original Certificate of
Incorporation was filed with the Secretary of State on November 8,
1920.
The following Restated Certificate of Incorporation was duly
adopted by the Board of Directors in accordance with the
provisions of Section 245 of the General Corporation Law of the
State of Delaware, as amended, and only restates and integrates
and does not further amend the provisions of Warner-Lambert's
Certificate of Incorporation as heretofore amended or supplemented
and no discrepancy exists between those provisions and the
provisions of this restated certificate.
FIRST: The name of this Corporation is Warner-Lambert Company.
SECOND: The principal office of the Corporation in the State of
Delaware is located at No. 100 West Tenth Street, in the City of
Wilmington, County of New Castle. The name and address of its
resident agent is the Corporation Trust Company, No. 100 West
Tenth Street, Wilmington, Delaware.
THIRD: The nature of the business of the Corporation and the
objects or purposes proposed to be transacted, promoted or carried
on by it are as follows:
(a) To prepare, compound, manufacture, buy, sell, import, export
and generally deal in and with drugs, medicines, proprietary
articles, chewing gum, mints, confectioneries, druggist sundries,
tinctures, chemical, pomades, ointments, liniments, lotions,
toilet articles, perfumeries, cosmetics, soaps, essences, surgical
apparatus, physicians' and hospital supplies and specialties, and
all kinds of pharmaceutical, perfumery, toilet and medicinal
preparations and materials, and materials commonly known as
plastics, and to conduct and carry on, in all its branches, the
business of chemists, druggists, and manufacturers and dealers in
medicinal, chemical, perfumery, toilet, and pharmaceutical and
other compounds, preparations and materials, and materials
commonly known as plastics.
(b) To build, erect, construct, purchase, lease or otherwise
acquire, own, use, provide, maintain, establish, lease and hold
factories, warehouses, agencies, buildings, structures, offices,
works, mills, plants, foundries, shops, repair-shops, and work-
shops, with suitable plant engines, boilers, machinery, tracks and
equipment, and all things of whatsoever kind and nature suitable,
necessary, useful or convenient in connection with any or all of
the purposes of the Corporation or its business.
(c) To apply for, obtain, register, purchase, lease or otherwise
acquire and to hold, own, use, operate and introduce, and to sell,
assign, lease, pledge or otherwise dispose of any and all letters
patent, patent rights, licenses, privileges, copyrights, trade-
marks, trade names, of the United States or of any foreign
country, and any and all inventions, improvements and processes,
labels, designs, brands and blends, relating to or suitable,
necessary, useful or convenient in connection with the purposes of
the Corporations or its business, and to use, exercise, develop
and grant licenses in respect of, sell, traffic in an exchange the
same to the use and account of the Corporation.
(d) To purchase, lease or otherwise acquire, upon such terms and
conditions and in such manner as the Board of Directors of the
Corporation shall determine or agree to, all or any part of the
property, real or personal, tangible or intangible, of any nature
whatsoever, including the good will, plant, materials in process
and rights of all kinds, of any other corporation, domestic or
foreign, or of any person, firm or association, engaged in or
formed for the purpose of carrying on or conducting any business
or for any purpose or purposes similar to the business or to any
purpose or purposes of the Corporation, which may be suitable,
necessary, useful or convenient to carry out the purpose of the
Corporation or its business, and to pay for the same in case,
shares of stock, certificates of interest in shares of stock,
bonds, notes, debentures, or other securities, obligations or
evidences of indebtedness of the Corporation, or partly in cash or
partly in such shares of stock certificates of interest in shares
of stock bonds, notes, debentures or other securities, obligations
or evidences of indebtedness, or in such manner as may be agreed,
and to hold, possess and improve the same or any part thereof, and
to assume in connections with the acquisition of the same or any
part thereof, any liabilities of any such corporation, person,
firm or association , and to use in any legal manner the whole or
any part of the property so acquired and to pledge, mortgage, sell
or otherwise dispose of the same, or any part thereof, all in the
manner and to the extent now or hereafter authorized or permitted
by law.
(e) In the manner and to the extent, now or hereafter authorized
or permitted by law, to subscribe for, purchase or otherwise
acquire, whether in exchange for the issuance of its own shares of
stock, certificates of interest in shares of stock, bonds, notes,
debentures or other securities, obligations or evidences of
indebtedness or otherwise, and to own, hold, vote, mortgage,
pledge, sell, assign, transfer or otherwise use or dispose of and
to possess and exercise all of the rights, powers and privileges
of ownership in, the shares of stock, certificates of interest in
shares of stock, bonds, notes, debentures and other securities,
obligations, or evidences of indebtedness of any person, firm,
corporation or association, domestic or foreign, and also to
purchase or otherwise acquire, own, hold, sell, assign, transfer,
mortgage, pledge or otherwise use or dispose of the shares of
stock, certificates of interest in shares of stock, bonds, notes,
debentures, and other securities, obligations or evidences of
indebtedness of the Corporation.
(f) To guarantee the performance of any contract by, or the
payment of dividends upon any shares of stock, certificates of
interest in shares of stock of, any other person, firm,
corporation or association, domestic or foreign, any bonds, notes,
debentures or other securities, obligations or evidences of
indebtedness of which, or shares of stock, or certificates of
interest in shares of stock in which, are held by or for the
Corporations, or in the welfare of which the Corporation shall
have any interest or which is affiliated in business with the
Corporation through the use of joint laboratories, or through
contractual arrangements or agreements respecting the sale and
distribution of the Corporation's products and particularly any
corporation or corporations which may be appointed the
distributors of the Corporation's products, and to endorse or
otherwise guarantee or to become surety in respect to the payment
of the principal and interest of any bonds, notes, debentures or
other securities, obligations or evidences of indebtedness created
or issued by any such person, firm, corporations or associations,
to guarantee the bank loans of any such person, firm, corporations
or association, to guarantee the bank loans of any such person,
firm, corporation or association, to aid in any lawful manner, and
improve and develop, directly or indirectly, the properties, real
and personal, tangible and intangible, of any such person, firm,
corporation, or association, and to do any acts or things designed
to protect, preserve, improve or enhance the value of any such
bonds, notes, debentures or other securities, obligations or
evidences of indebtedness or such shares of stock, or certificates
of interest in shares of stock, or other property or any interest
of the Corporation.
(g) To borrow money, and, from time to time, to make, accept and
endorse, execute and issue bonds, notes, debentures or other
securities, obligations and evidences of indebtedness of the
Corporation for moneys borrowed or in payment for property
acquired or for any of the other purposes of the Corporation or
its business, and, in the manner, and to the extent, now or
hereafter authorized or permitted by law, to secure the payment of
any such bonds, notes, debentures, or other securities,
obligations and evidences of indebtedness by mortgage, pledge,
deed, indenture or other instrument of trust, or by other lien
upon, assignment of, or agreement in regard to, all or any part of
the property, real or personal, rights, privileges or franchises
of the Corporation, whether now owned or hereafter acquired, and
to provide that such bonds, notes, debentures or other securities,
obligations or evidences of indebtedness shall be convertible into
or exchangeable for stock or certificates of interest in shares of
stock of the Corporation upon such terms and conditions as the
Board of Directors shall determine and cause to be specified
therein.
(h) To have one or more offices and to carry on its operations
and transact and conduct its business within and without the State
of Delaware, and without restriction or limit as to amount, to
purchase, exchange, lease or otherwise acquire, hold, own, occupy,
use and develop, lease, mortgage, sell, convey, or otherwise
dispose of, and generally to trade with and deal in, all property
real and personal, of every kind, nature and description and all
rights, including rights of way, easements and water rights, of
every kind, nature and description, necessary for the purposes of
business of the Corporation, in any of the States, Districts,
Territories or dependencies of the United States and in any and
all foreign countries, subject always to the laws of such States,
Districts, Territories, dependencies or foreign countries.
(i) In general to do any or all of the things hereinbefore set
forth, and such other things as are necessary to the purposes of
the Corporation and its business as principal, factor, agent,
contractor or otherwise, either alone or in conjunction as
principal, factor, agent, contractor or otherwise, either alone or
in conjunction with any person, firm, corporation or association,
and in carrying on its business and for the purpose of attaining
or furthering any of its objects, to make and perform contracts
and to do all such acts and things and to exercise any and all
such powers to the same extent as a natural person might or could
do, all in the manner and to the extent, now or hereafter
authorized or permitted by law.
(j) To manufacture, purchase or otherwise acquire, own, mortgage,
pledge, sell, assign and transfer, or otherwise dispose of, to
invest, trade, deal in and deal with, goods, wares and merchandise
and real and personal property of every class and description.
(k) In general, to carry on any other business in connection with
the foregoing, whether manufacturing or otherwise, and to have and
exercise all the powers conferred by the laws of Delaware upon
corporations formed under the act pursuant to and under which the
Corporation is formed, and to do any or all of the things
hereinbefore set forth to the same extent as natural persons might
or could do.
(l) The foregoing clauses shall be construed as both purposes and
powers and the matters expressed in any clause shall be in no wise
restricted by restricted by reference to, or inference from, the
terms of any other clause, but shall be regarded as independent
purposes and powers, and the enumeration of specific purposes and
powers shall not be construed to restrict or limit in any manner
the general terms and powers of the Corporation, nor shall the
expression of one thing be deemed to exclude another, although it
be of like nature, not expressed.
FOURTH: The total number of shares of all classes of stock which
the Corporation shall have authority to issue is Fifty-five
Million (55,000,000) shares consisting of Fifty Million
(50,000,000) shares of Common Stock of the par value of One Dollar
($1) per share (hereinafter called the "Common Stock") and Five
Million (5,000,000) shares of Preferred Stock of the par value of
One Dollar ($1) per share (hereinafter called the "Preferred
Stock").
A statement of the designations, powers, preferences and rights,
and the qualifications, limitations or restrictions thereof, in
respect of the Preferred Stock and the Common Stock, is as
follows:
DIVISION A - PREFERRED STOCK
1. Series. (a) The Preferred Stock may be issued from time to
time in one or more series as herein provided. Each such series
shall be designated so as to distinguish the shares thereof from
the shares of all other series and shall have such voting powers,
full, special or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the
Certificate of Incorporation or any amendment thereto or in the
resolution or resolutions providing for the issue of such stock
adopted by the Board of Directors pursuant to authority expressly
vested in it by the provisions of the Certificate of
Incorporation. The shares of Preferred Stock of all series shall
be of equal rank and all shares of any particular series of the
Preferred Stock shall be identical, except that, if the dividends
thereon are cumulative, the date or dates from which they shall be
cumulative may differ. The terms of any series of Preferred Stock
may vary from the terms of any other series of Preferred Stock to
the full extent now or hereafter permitted by the laws of the
State of Delaware, and the terms of each series shall be fixed,
prior to the issuance thereof, in the manner provided in
subparagraph (b) of this Paragraph 1. Without limiting the
generality of the foregoing, shares of Preferred Stock of
different series may, subject to any applicable provisions of law,
vary in respect of the following terms:
(i) the distinctive designation of such series and the number of
shares of such series;
(ii) the rate or rates at which shares of such series shall be
entitled to receive dvidends, the conditions upon, and the times
of payment of, such dividends, the relationship and preference, if
any, of such dividends to dividends payable on shares of any other
class or classes of stock, and whether such dividends shall be
cumulative or non-cumulative, and, if cumulative, the date or
dates from which such dividends shall be cumulative;
(iii) if shares of such series are subject to redemption, the
time or times and the price or prices at which, and the terms and
conditions on which, such shares shall be redeemable;
(iv) the preference of the shares of such series over shares of
junior stock (as hereinafter defined) as to both dividends and
assets in the event of any voluntary or involuntary liquidation or
dissolution or winding up or distribution of assets of the
Corporation;
(v) the obligation, if any, of the Corporation to purchase,
redeem or retire shares of such series and/or to maintain a fund
for such purpose, and the amount or amounts to be payable from
time to time for such purpose or into such fund, the number of
shares to be purchased, redeemed or retired and the other terms
and conditions of any such obligation;
(vi) the voting rights, if any, full, special or limited, to be
given the shares of such series, including without limiting the
generality of the foregoing, the right, if any, as a series or in
conjunction with other series or classes, to elect one or more
members of the Board of Directors either generally or at certain
times or under certain circumstances, and restrictions, if any, on
particular corporate acts without a specified vote or consent of
holders of such shares (such as, among others, restrictions on
modifying the terms of such series of the Preferred Stock,
authorizing or issuing additional shares of Preferred Stock or
creating any class of stock ranking prior to or on a parity with
the Preferred stock as to dividends or assets);
(vii) the right, if any, to exchange or convert the shares of
such series into shares of any other class or classes, or of any
other series of the same or any other class or classes of stock of
the Corporation, and if so convertible or exchangeable, the
conversion price or prices, or the rates of exchange, and the
adjustments, if any, at which such conversion or exchange may be
made; and
(viii) any other preferences, and relative, participating,
optional or other special rights, and qualifications, limitations
or restrictions thereof.
The term "junior stock" as used in this Article FOURTH with
respect to the Preferred Stock means the Common Stock, as well as
any other class of stock of the Corporation at any time ranking
junior to the Preferred Stock as to dividends or assets.
(b) Authority is hereby expressly granted to and vested in the
Board of Directors at any time or from time to time to issue the
Preferred Stock as Preferred Stock of any series and, in
connection with the creation of each such series, so far as not
inconsistent with the provisions of this of Article FOURTH
applicable to all series of Preferred Stock, to fix, by resolution
or resolutions providing for the issue of shares thereof the
authorized number of shares of such series, which number may be
increased (unless otherwise provided by the Board of Directors in
creating such series) or decreased (but not below the number of
shares thereof then outstanding) from time to time by like action
of the Board of Directors, the voting powers of such series and
the designations, rights, preferences, and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of such
series.
2. Dividends. The holders of Preferred stock of each series
shall be entitled to receive, but only when and as declared by the
Board of Directors, out of the assets of the Corporation legally
available for dividends, cash dividends at the rate for such
series, on such conditions and at such times as shall be fixed as
herein provided, before any sum or sums shall be set aside for or
applied to the purchase or redemption of Preferred Stock of any
series or the purchase, redemption or other acquisition for value
of any junior stock and before any dividend (other than a dividend
in shares of Common Stock) shall be paid or declared, or any other
distribution shall be ordered or made, upon any junior stock. All
dividends, declared upon the Preferred stock of the respective
series outstanding shall be declared pro rata so that the amounts
of dividends declared per share on the Preferred Stock of
different series shall in all cases bear to each other the same
ratio that the respective dividend rights per share of such
respective series bear to each other.
3. Preference on Liquidation. (a) In the event of any voluntary
or involuntary liquidation or dissolution or winding up of the
Corporation, the Preferred Stock of all series shall be preferred
over all junior stocks as to both dividends and assets and the
holders of Preferred Stock of each series shall be entitled to
receive, out of the assets of the Corporation available for
distribution to its stockholders, whether from capital, surplus or
earnings, such amount as shall be fixed as herein provided, before
any distribution of such assets shall be made to the holders of
junior stocks; and in the event of any such distribution of
assets, the holders of the junior stocks shall be entitled, to the
exclusion of the holders of Preferred Stock of all series, to
share in all assets of the Corporation then remaining as
hereinafter in this Article FOURTH provided. If upon any
voluntary or involuntary liquidation or dissolution or winding up
of the Corporation, the amounts payable as aforesaid on or in
respect of the Preferred stock of all series are not paid in full,
the holders of shares of Preferred Stock of all series shall be
entitled, to the exclusion of holders of the junior stocks, to
share ratably in any distribution of assets according to the
respective amounts which would be payable in respect of the shares
held by them, respectively, upon such distribution if all amounts
payable on or in respect of the Preferred Stock of all series were
paid in full.
(b) A merger or consolidation of the Corporation with or into any
other corporation or a sale or conveyance of all or any part of
the assets of the Corporation (which shall not in fact result in
the liquidation of the Corporation and the distribution of assets
to stockholders) shall not be deemed to be a voluntary or
involuntary liquidation or dissolution or winding up of the
Corporation within the meaning of this Paragraph 3.
4. Redemption and Purchase. The Preferred Stock of all series,
or of any series thereof, at any time outstanding, may be redeemed
by the Corporation, at its election expressed by resolution of the
Board of Directors, subject to any limitation contained in the
resolution or resolutions providing for the issue of Preferred
Stock of such series adopted by the Board of Directors as herein
provided, at any time or from time to time, upon not less than
thirty (30) days' previous notice in writing to the holders of
record of the Preferred Stock to be redeemed, given by mail in
such manner as may be prescribed by resolution or resolutions of
the Board of Directors, at the then applicable redemption price
fixed as herein provided; provided, however, that Preferred Stock
of any series may be redeemed only after dividends upon the
Preferred Stock of all series then outstanding, at the rate for
each such series and on such conditions as shall have been fixed
as herein provided, shall have been paid, or declared and set
aside for payment. If less than all the Preferred Stock of any
series at the time outstanding is to be redeemed, the redemption
may be made either by lot or pro rata in such manner as may be
prescribed by resolution of the Board of Directors. From and
after the date fixed in any such notice as the date or redemption
(unless default shall be made by the Corporation in providing
moneys for the payment of the redemption price pursuant to such
notice), or, if the Corporation shall so elect, from and after a
date (hereinafter called the "date of deposit" and which shall be
prior to the date fixed as the date of redemption) on which the
Corporation shall provide moneys for the payment of the redemption
price by depositing the amount thereof for the account of the
holders of Preferred Stock entitled thereto with a bank or trust
company doing business in the Borough of Manhattan, in the City of
New York, and having capital and surplus of at least Five Million
Dollars ($5,000,000) pursuant to notice of such election included
in the notice of redemption specifying the date on which such
deposit will be made, all dividends on the Preferred Stock thereby
called for redemption shall cease to accrue and all rights of the
holders thereof as stockholders of the Corporation, except the
right to receive the redemption price as hereinafter provided and,
in the case of such deposit, any conversion or exchange rights not
theretofore expired, shall cease and terminate. Such conversion
or exchange rights, however, shall cease and terminate upon the
date fixed for redemption or upon any earlier date fixed in the
resolution or resolutions providing for the issue of Preferred
Stock of such series adopted by the Board of Directors as herein
provided. After the deposit of such amount with such bank or
trust company, the respective holders of record of the Preferred
Stock to be redeemed shall be entitled to receive the redemption
price at any time upon surrender to such bank or trust company of
the certificates for the shares to be redeemed. Any moneys so
deposited which shall remain unclaimed by the holders of such
Preferred Stock at the end of six (6) years after the redemption
date, together with any interest thereon which shall be allowed by
the bank or trust company with which the deposit shall have been
made, shall be paid by such bank or trust company to the
Corporation.
The Corporation shall also have power, at any time or from time to
time, to purchase, either at public or private sale or pursuant to
any sinking fund or agreement, the whole or any part of the
Preferred Stock or of any series thereof upon the best terms
believed reasonably obtainable or provided for in any such sinking
fund or agreement, but in no event at a price in respect of any
shares of Preferred Stock greater than the redemption price
thereof. Any redemption or purchase of Preferred Stock may be
effected by payment out of the net profits or surplus of the
Corporation or by the application of capital, all to the extent
and in the manner at the time permitted by the laws of Delaware,
except that no redemption or purchase of less than all the
Preferred Stock may be effected by the Corporation at any time
when dividends on the Preferred Stock are in arrears.
Subject to such limitations, if any, as may be provided in the
resolution or resolutions providing for the issue of Preferred
Stock of any series adopted by the Board of Directors as herein
provided, shares of Preferred Stock purchased, redeemed or
otherwise acquired by the Corporation (excepting shares of such
Stock acquired on the conversion or exchange thereof into or for
other shares of the Corporation) (a) shall, upon the filing by the
Corporation of a certificate pursuant to Delaware law reducing its
capital in respect of such shares, have the status of authorized
and unissued shares of Preferred Stock and may be reissued by the
Corporation at any time as shares of any series of Preferred Stock
and (b) shall, unless and until a certificate with respect thereto
is filed as aforesaid, constitute treasury stock; and shares of
Preferred Stock acquired on the conversion or exchange thereof
into or for other shares of the Corporation shall, after such
conversion or exchange, have the status of authorized and unissued
shares of Preferred Stock and may be reissued by the Corporation
at any time as shares of any series of Preferred Stock.
5. Voting Rights. The holders of the Preferred Stock shall have
no voting rights of any kind except as required by law and except
for such voting rights, if any, full, special or limited, as may
be given to shares of any one or more series of Preferred Stock in
the resolution or resolutions providing for the issue thereof
adopted by the Board of Directors as herein provided.
DIVISION B - COMMON STOCK
1. Dividend Rights. After full cumulative dividends on the
Preferred Stock shall have been paid or declared and set apart for
payment in accordance with Paragraph 2 of Division A above for all
past dividend periods and the then current dividend period, then
out of any funds lawfully available therefor under the laws of the
State of Delaware, dividends may be paid upon the Common Stock and
upon any other junior shares, to the exclusion of the Preferred
Stock, if, when and as declared by the Board of Directors in its
discretion, and any junior shares may be purchased, redeemed or
otherwise acquired by the Corporation.
2. Distribution of Assets. In the event of any liquidation,
dissolution or winding up of the Corporation, or any reduction of
its capital, resulting in a distribution of its assets to its
stockholders, whether voluntary or involuntary, after there shall
have been paid or set apart for the holders of Preferred Stock the
full preferential amounts to which they are respectively entitled
under the provisions of Paragraph 3 of Division A above, the
holders of the Common Stock shall be entitled to receive as a
class, pro rata, to the exclusion of the Preferred Stock, the
remaining assets of the Corporation available for distribution to
its stockholders.
3. Voting Power. The holders of the Common Stock shall, subject
to the provision of the By-laws of the Corporation and of the
statutes of the State of Delaware relating to the fixing of a
record date, be entitled to one vote for each share of Common
Stock held by them respectively, for the election of Directors and
for all other purposes.
DIVISION C - GENERAL PROVISIONS
1. No Preemptive Rights. Unless expressly conferred by the terms
of this Certificate of Incorporation, as amended from time to
time, or by the terms of a valid agreement to which the
Corporation is a party, or by the terms of the securities issued
by the Corporation, no holder of stock, or of rights or options to
purchase stock, of the Corporation of any class, as such, shall
have any preemptive or preferential right of subscription to any
shares of stock, or rights or options to purchase stock, of the
Corporation of any class whether now or hereafter authorized, or
to any obligations convertible into stock, or into rights or
options to purchase stock, of the Corporation (including any
notes, bonds or other evidences of indebtedness to which are
attached or with which are issued warrants or other rights to
purchase any stock of the Corporation), issued or sold, or any
right of subscription to any thereof other than such, if any, as
the Board of Directors in its discretion may from time to time fix
pursuant to the authority conferred by this Certificate of
Incorporation. Shares of stock, rights or options to purchase
stock, or obligations convertible into stock or into rights or
options to purchase stock, of the Corporation may from time to
time be issued and sold to such parties, whether stockholders or
others, as the Board of Directors in its sole discretion may
determine.
FIFTH: The minimum amount of capital with which the Corporation
shall commence business is $1,000.
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.
EIGHTH: The number of directors which shall constitute the whole
Board of Directors of the Corporation shall be such as from time
to time shall be fixed by, or in the manner provided in, the By-
laws, provided, however, that initially such number shall be
sixteen, and provided further, that in no case shall such number
be less than seven. Vacancies in the Board of Directors, whether
created by an increase in the number of Directors or otherwise,
shall be filled in the manner provided in the By-laws.
NINTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors shall, subject to the
laws of the State of Delaware, have the following powers:
(a) To make, alter, amend and repeal the By-laws of the
Corporation, and to set apart out of any funds of the Corporation
available for dividends a reserve or reserves for working capital
or any other proper purpose, and to abolish any such reserve in
the manner in which it was created.
(b) To appoint from among their number an Executive Committee of
five or more, which Committee, to the extent and in the manner
provided in the By-laws of the Corporation, shall have any may
exercise all the powers of the Board of Directors in the
management of the business and affairs of the Corporation, during
the intervals between the meetings of the Board of Directors.
(c) From time to time, to determine whether and to what extent,
and at what time and places, and under what conditions and
regulations, the accounts and books of the Corporation (other than
the stock ledger) or any of them, shall be open to the inspection
of stockholders, and no stockholder shall have any right to
inspect any book or account or document of the Corporation, except
as conferred by the laws of the State of Delaware or authorized by
a resolution of the stockholders or directors.
(d) To appoint one or more Vice-Presidents, one or more Assistant
Treasurers, and one or more Assistant Secretaries, and to provide
that the persons so appointed shall have and may exercise any of
the powers of the President, of the Treasurer, and of the
Secretary, respectively.
TENTH: All meetings of stockholders and directors may be held
either within or without the State of Delaware, and the
Corporation may have one or more offices and may keep the books of
the Corporation (except such books as are required by law to be
kept at the office of the Corporation in the State of Delaware)
outside of the State of Delaware, and at any such place or places,
as may from time to time be designated by the Board of Directors.
ELEVENTH: No contract or other transaction between the
Corporation and any other corporation shall be affected or
invalidated by reason of the fact that any one or more of the
directors or officers of the Corporation is or are interested in,
or is a director or officer or are directors or officers of, such
other corporation; and any director or directors or officer or
officers, individually or jointly, may be a party or parties to,
or may be interested in, any contract or transaction of the
Corporation or in which the Corporation is interested and no
contract, act or transaction of the Corporation with any person or
persons, firm, association or corporation, shall be affected or
invalidated by reason of the fact that any director or directors
or officer or officers of the Corporation is a party or are
parties to, or interested in, such contract, act or transaction,
or in any way connected with such person or persons, firm,
association or corporation, and each and every person who may
become a director or officer of the Corporation is hereby relieved
from any liability that might otherwise exist from thus
contracting with the Corporation for the benefit of himself or any
firm, association or corporation in which he may be in anywise
interested.
TWELFTH: The Corporation reserves the right to amend, alter,
change or repeal any provision herein contained in the manner now
or hereafter authorized or permitted by law, and all rights
conferred upon stockholders are subject to this provision.
IN WITNESS WHEREOF, I FRANK MARKOE, JR. have made this certificate
under the seal of said WARNER-LAMBERT COMPANY and have signed the
same as Senior Vice President thereof this seventh day of
November, 1972.
[CORPORATE SEAL]
FRANK MARKOE, JR.
Frank Markoe, Jr.
Senior Vice President
Attest: JOSEPH B. CAIN
Joseph B. Cain
Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
WARNER-LAMBERT COMPANY
The undersigned, FRANK MARKOE, JR., an Executive Vice President of
Warner-Lambert Company, a corporation duly organized and existing
under the laws of the State of Delaware (hereinafter generally
referred to as the "Corporation"), does hereby certify that the
following amendment of the Certificate of Incorporation of the
Corporation, as heretofore amended, has been duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware, said amendment being
effected by deleting the introductory paragraph of Article FOURTH
of said Certificate of Incorporation, as heretofore amended, and
substituting in lieu thereof a new introductory paragraph reading
as follows:
"FOURTH: The total number of shares of all classes of stock which
the Corporation shall have authority to issue is One Hundred
Fifty-Five Million (155,000,000) shares consisting of One Hundred
Fifty Million (150,000,000) shares of Common Stock of the par
value of One Dollar ($1) per share (hereinafter called the 'Common
Stock') and Five Million (5,000,000) shares of Preferred Stock of
the par value of One Dollar ($1) per share (hereinafter called the
'Preferred Stock')."
IN WITNESS WHEREOF, the undersigned has made this certificate
under the seal of the Corporation and has signed the same as
Executive Vice President thereof this 24th day of April, 1973.
FRANK MARKOE, JR.
Frank Markoe, Jr.
Executive Vice President
[Corporate Seal]
Attest: JOSEPH B. CAIN
Joseph B. Cain
Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
WARNER-LAMBERT COMPANY
The undersigned, Robert J. Dircks, Executive Vice President and
Chief Financial Officer of Warner-Lambert Company, a corporation
duly organized and existing under the laws of the State of
Delaware (hereinafter generally referred to as the "Corporation"),
does hereby certify that the following amendment of the
Certificate of Incorporation of the Corporation, as heretofore
amended, has been duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of
Delaware, said amendment being effected by
(i) adding the following Article, which Article shall be and read
as follows:
"TWELFTH: No director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty by such director as a director;
provided, however, that this Article TWELFTH shall not eliminate
the liability of a director (unless otherwise permitted by
applicable law), (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 an improper
personal benefit. No amendment to or repeal of this Article
TWELFTH shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior
to such amendment or repeal."
and (ii) renumbering the current Article TWELFTH as Article
THIRTEENTH.
IN WITNESS WHEREOF, the undersigned has made this certificate
under the seal of the Corporation and has signed the same as its
Executive Vice President and Chief Financial Officer this 28th day
of April, 1987.
[Corporate Seal] ROBERT J. DIRCKS
Robert J. Dircks
Executive Vice President and
Chief Financial Officer
Attest Rae G. Paltiel
Rae G. Paltiel
Secretary
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
WARNER-LAMBERT COMPANY
The undersigned, Robert J. Dircks, Executive Vice President and
Chief Financial Officer of Warner-Lambert Company, a corporation
duly organized and existing under the laws of the State of
Delaware (hereinafter generally referred to as the "Corporation"),
does hereby certify that the following amendment of the Restated
Certificate of Incorporation of the Corporation, as heretofore
amended, has been duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of
Delaware, said amendment being effected by deleting the
introductory paragraph of Article FOURTH and substituting in lieu
thereof a new introductory paragraph reading as follows:
"FOURTH: The total number of shares of all classes of stock which
the Corporation shall have authority to issue is Three Hundred
Five Million (305,000,000) shares consisting of Three Hundred
Million (300,000,000) shares of Common Stock of the par value of
One Dollar ($1) per share (hereinafter called the 'Common Stock')
and Five Million (5,000,000) shares of Preferred Stock of the par
value of One Dollar ($1) per share (hereinafter called the
'Preferred Stock')."
IN WITNESS WHEREOF, the undersigned has made this certificate
under the seal of the Corporation and has signed the same as its
Executive Vice President and Chief Financial Officer this 24th day
of April, 1990.
[Corporate Seal] Robert J. Dircks
Robert J. Dircks
Executive Vice President and
Chief Financial Officer
Attest Rae G. Paltiel
Rae G. Paltiel
Secretary
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
WARNER-LAMBERT COMPANY
The undersigned, Ernest J. Larini, Vice President and Chief
Financial Officer of Warner-Lambert Company, a corporation duly
organized and existing under the laws of the State of Delaware
(hereinafter generally referred to as the "Corporation"), does
hereby certify that the following amendment of the Restated
Certificate of Incorporation of the Corporation, as heretofore
amended, has been duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of
Delaware, said amendment being effected by deleting the
introductory paragraph of Article FOURTH and substituting in lieu
thereof a new introductory paragraph reading as follows:
"FOURTH: The total number of shares of all classes of stock which
the Corporation shall have authority to issue is Five Hundred Five
Million (505,000,000) shares consisting of Five Hundred Million
(500,000,000) shares of Common Stock of the par value of One
Dollar ($1) per share (hereinafter called the `Common Stock') and
Five Million (5,000,000) shares of Preferred Stock of the par
value of One Dollar ($1) per share (hereinafter called the
`Preferred Stock')."
IN WITNESS WHEREOF, the undersigned has made this certificate
under the seal of the Corporation and has signed the same as its
Vice President and Chief Financial Officer this 23rd day of April,
1996.
[Corporate Seal] ERNEST J. LARINI
Ernest J. Larini
Vice President and
Chief Financial Officer
Attest RAE G. PALTIEL
Rae G. Paltiel
Secretar
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
WARNER-LAMBERT COMPANY
The undersigned, Ernest J. Larini, Vice President and Chief
Financial Officer of Warner-Lambert Company, a corporation duly
organized and existing under the laws of the State of Delaware
(hereinafter generally referred to as the "Corporation"), does
hereby certify that the following amendment of the Restated
Certificate of Incorporation of the Corporation, as heretofore
amended, has been duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of
Delaware, said amendment being effected by deleting the
introductory paragraph of Article FOURTH and substituting in lieu
thereof a new introductory paragraph reading as follows:
"FOURTH: The total number of shares of all classes of stock which
the Corporation shall have authority to issue is One Billion Two
Hundred and Five Million (1,205,000,000) shares consisting of One
Billion Two Hundred Million (1,200,000,000) shares of Common Stock
of the par value of One Dollar ($1) per share (hereinafter called
the 'Common Stock') and Five Million (5,000,000) shares of
Preferred Stock of the par value of One Dollar ($1) per share
(hereinafter called the 'Preferred Stock')."
IN WITNESS WHEREOF, the undersigned has made this certificate
under the seal of the Corporation and has signed the same as its
Vice President and Chief Financial Officer this 28th day of April,
1998.
[Corporate Seal] ERNEST J. LARINI
Ernest J. Larini
Vice President and
Chief Financial Officer
Attest RAE G. PALTIEL
Rae G. Paltiel
Secretary