CERTIFICATE OF INCORPORATION
OF
R.A.B. HOLDINGS, INC.
The undersigned, a natural person, for the purpose of
organizing a corporation for conducting the business and promoting the
purposes hereinafter stated, under the provisions and subject to the
requirements of the laws of the State of Delaware (particularly Chapter 1,
Title 8 of the Delaware Code and the acts amendatory thereof and supplemental
thereto, and known, identified and referred to as the "General Corporation Law
of the State of Delaware"), hereby certifies that:
FIRST: The name of the corporation (hereinafter called
the "corporation") is R.A.B. Holdings, Inc.
SECOND: The address, including street, number, city, and
county, of the registered office of the corporation in the State of Delaware
is 1050 South State Street, Dover, Delaware 19903, County of Kent; and the
name of the registered agent of the corporation in the State of Delaware is
Bridge Service Corp.
THIRD: The 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.
FOURTH: The total number of shares which the Corporation
shall have authority to issue is Two Hundred (200), all of which are with One
Cent ($.01) par value. All such shares are of one class and are shares of
Common Stock.
FIFTH: The name and the mailing address of the
incorporator are as follows:
NAME MAILING ADDRESS
Brooke Spiegel c/o Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
SIXTH: The corporation is to have perpetual existence.
SEVENTH: Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or between
this 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 this
corporation or of any creditor or stockholder thereof or on the application of
any receiver of receivers appointed for this corporation under the provisions
of section 291 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this 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 this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as 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.
EIGHTH: For management of the business and for the conduct
of the affairs of the corporation, and in further definition, limitation and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the
affairs of the corporation shall be vested in its Board of
Directors. The number of directors which shall constitute
the whole Board of Directors shall be fixed by, or in the
manner provided in, the Bylaws. The phrase "whole Board"
and the phrase "total number of directors" shall be deemed
to have the same meaning, to wit, the total number of
directors which the corporation would have if there were
no vacancies. No election of directors need be by written
ballot.
2. After the original or other By-laws of the corporation
have been adopted, amended, or repealed, as the case may
be, in accordance with the provisions of Section 109 of
the General Corporation Law of the State of Delaware, and,
after the corporation has received any payment for any of
its stock, the power to adopt, amend, or repeal the Bylaws
of the corporation may be exercised by the Board of
Directors of the corporation; provided, however, that any
provision for the classification of directors of the
corporation for staggered terms pursuant to the provisions
of subsection (d) of Section 141 of the General
Corporation law of the State of Delaware shall be set
forth in an initial Bylaw or in a Bylaw adopted by the
stockholders entitled to vote of the corporation unless
provisions for such classification shall be set forth in
this certificate of incorporation.
3. Whenever the corporation shall be authorized to issue
only one class of stock, each outstanding share shall
entitle the holder thereof to notice of, and the right to
-2-
vote at, any meeting of stockholders. Whenever the
corporation shall be authorized to issue more than one
class of stock, no outstanding share of any class of stock
which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder
thereof to the right to vote at any meeting of
stockholders except as the provisions of paragraph (2) of
subsection (b) of section 242 of the General Corporation
Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is
otherwise denied voting power shall entitle the holder
thereof to vote upon the increase or decrease in the
number of authorized shares of said class.
NINTH: The personal liability of the directors of the
corporation is hereby eliminated to the fullest extent permitted by paragraph
(7) of subsection (b) of Section 102 of the General Corporation Law of the
State of Delaware, as the same may be amended and supplemented.
TENTH: The corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to
in or covered by said section, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
ELEVENTH: From time to time any of the provisions of this
certificate of incorporation may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in
force may be added or inserted in the manner and at the time prescribed by
said laws, and all rights at any time conferred upon the stockholders of the
corporation by this certificate of incorporation are granted subject to the
provisions of this Article ELEVENTH.
IN WITNESS WHEREOF, the undersigned has signed this
certificate and does hereby affirm the statements contained therein as true
under the penalties of perjury this 6th day of May, 1996.
-----------------------------
Brooke Spiegel
Incorporator
-3-