EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
HANOVER COMPRESSOR HOLDING CO.
FIRST: The name of the corporation (hereinafter the "corporation") is
Hanover Compressor Holding Co.
SECOND: The Registered Office of the corporation is to be located at 1209
Orange Street, in the City of Wilmington, in the County of New Castle, in the
State of Delaware, 19801. The name of its Registered Agent at that address is
The Corporation Trust Company.
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 of stock which the corporation shall
have authority to issue, itemized by class, series and par value, is:
NUMBER OF
PAR VALUE SHARES
CLASS SERIES PER SHARE AUTHORIZED
- --------------------------------------- -------------------- ----------------- -------------------
Common................................. Undesignated $.001 100,000,000
Preferred.............................. Undesignated $ .01 3,000,000
FIFTH: The Board of Directors is authorized to provide from time to time
for the issuance of shares of preferred stock of the corporation (the "Preferred
Stock") and to fix from time to time, before issuance, the designation,
preferences and privileges of the shares of Preferred Stock and the restrictions
or qualifications thereof, including, without limiting the generality of the
foregoing, the following:
(a) The serial designation and authorized number of shares;
(b) The dividend rate, the date or dates on which such dividends will be
payable and the extent to which such dividends may be cumulative;
(c) The amount or amounts to be received by the holders thereof in the event of
voluntary or involuntary dissolution or liquidation of the corporation;
(d) Whether such shares may be redeemed, and if so, the price or prices at
which the shares may be redeemed and any terms, conditions and limitations
upon such redemption;
(e) Any sinking fund provisions for redemption or purchase of such shares;
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(f) The terms and conditions, if any, on which shares may be converted, at the
election of the holders thereof, into shares of other capital stock or of
other series of Preferred Stock of the corporation; and
(g) The voting rights, if any.
The Board of Directors may also from time to time:
(h) Alter, without limitation or restriction, the rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock; and
(i) Within the limits or restrictions stated in any resolution or resolutions
of the Board of Directors originally fixing the number of shares
constituting any series, increase or decrease (but not below the number of
shares then outstanding) the number of shares of any such series subsequent
to the issuance of shares of that series.
Each series of Preferred Stock may, in preference to the common stock of
the corporation, be entitled to dividends from funds or other assets legally
available therefor, at such rates, payable at such times and cumulative to such
extent as may be determined and fixed by the Board of Directors pursuant to the
authority herein conferred upon it.
Each series of Preferred Stock may be subject to redemption in whole or in
part at such price or prices and on such terms, conditions and limitations as
may be determined and fixed by the Board of Directors prior to the issuance of
such series. Unless otherwise determined by the Board of Directors by
authorizing resolution, if less than all of the shares of any series of the
Preferred Stock are to be redeemed, they will be redeemed pro rata in accordance
with the then holders interests in the Preferred Stock being redeemed. Nothing
herein contained is to limit any right of the corporation to purchase or
otherwise acquire any shares of any series of Preferred Stock. Any shares of
Preferred Stock redeemed or otherwise acquired by the corporation will have the
status of authorized and unissued shares, undesignated as to series, and may
thereafter, in the discretion of the Board of Directors and to the extent
permitted by law, be sold or reissued from time to time as part of another
series or (unless prohibited by the terms of such series as fixed by the Board
of Directors) of the same series, subject to the terms and conditions herein set
forth.
SIXTH: The Board of Directors and/or the stockholders of the corporation
are expressly empowered to make, alter, amend or repeal the By-Laws of the
corporation in the manner to be determined by the terms of the By-Laws then in
existence.
SEVENTH: The corporation shall have perpetual existence.
EIGHTH: The corporation shall indemnify all officers and directors of the
corporation, and advance expenses reasonably incurred by such officers and
directors in defending any civil, criminal, administrative or investigative
action, suit or proceeding, in accordance with and to the
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fullest extent permitted by Section 145 of the General Corporation Law of
Delaware, as amended from time to time.
NINTH: 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 Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
corporation under the provisions of Section 279 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 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 (3/4) 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 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.
TENTH: To the fullest extent permitted by the General Corporation Law of
Delaware, as amended from time to time, a director of the corporation shall not
be liable to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director.
ELEVENTH: The name and mailing address of the incorporator is:
Janis I. Rohrer
Latham & Watkins
233 S. Wacker Drive, Suite 5800
Chicago, IL 60606
Dated: December 3, 1999.
/s/ JANIS I. ROHRER
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Janis I. Rohrer, Incorporator
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