Exhibit 4.2
State of Delaware
[Image material is contained here consisting
of the seal of the State of Delaware]
Office of Secretary of State
____________________
I, MICHAEL HARKINS, SECRETARY OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF THE LIMITED, INC. FILED IN THIS OFFICE ON THE FIRST DAY OF JUNE,
A.D. 1987, AT 10 O'CLOCK A.M.
--------------------
[SEAL OF DELAWARE
DEPARTMENT OF STATE] /s/ Michael Harkins
727152027 -----------------------------------
Michael Harkins, Secretary of State
AUTHENTICATION: 1257804
DATE: 06/02/1987
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
The Limited, Inc., a corporation organized and existing under and by
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of said
corporation, resolutions were duly adopted setting forth proposed amendments
to the Certificate of Incorporation of said corporation, declaring said
amendments to be advisable and calling a meeting of stockholders for
consideration thereof. The resolutions setting forth the proposed amendments
are as follows:
RESOLVED, that a new Section 5 be added to Article Sixth of the
Certificate of Incorporation and approved to read in its entirety as
follows:
Section 5. Elimination of Certain Personal Liability of
Directors. A director of this Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages
for breach of any fiduciary duty as a director, except for liability
(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 derives an improper personal benefit. If the General
Corporation Law of the State of Delaware is amended after approval by
the stockholders of this Section to authorize corporate action
further eliminating or limiting the personal liability of directors,
then the lability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended. The
foregoing limitation on liability shall not apply to acts or
omissions occurring prior to the effective date of this Section.
RESOLVED, that Article Thirteenth of the Certificate of
Incorporation be added and approved to read in its entirety as
follows:
THIRTEENTH.
Section 1. Vote Required for Certain Business Combinations.
The affirmative vote of the holders of not less than 75 percent of
the outstanding shares of "Voting Stock" (as hereinafter defined)
held by stockholders other than an "Interested Person" (as
hereinafter defined) shall be required for the approval or
authorization of any "Business Combination" (as hereinafter defined)
of the Corporation with any Interested Person; provided, however,
that the 75 percent voting requirement shall not be applicable if:
(a) the "Continuing Directors" (as hereinafter defined) of the
Corporation by at least a two-thirds vote (i) have expressly approved
in advance the acquisition of the outstanding shares of Voting Stock
that caused such Interested Person to become an Interested Person, or
(ii) have expressly approved such Business Combination either in
advance of or subsequent to such Interested Person's having become an
Interested Person; or
(b) the cash or fair market value (as determined by at least
two-thirds of the Continuing Directors) of the property, securities
or "Other Consideration to be Received" (as hereinafter defined) per
share by holders of Voting Stock of the Corporation in the Business
Combination is not less than the "Fair Price" (as hereinafter
defined) paid by the Interested Person in acquiring any of its
holdings of the Corporation's Voting Stock.
Section 2. Definitions. Certain words and terms as used in
this Article THIRTEENTH shall have the meanings given to them by the
definitions and descriptions in this Section.
2.1. Business Combination. The term "Business Combination"
shall mean (a) any merger or consolidation of the Corporation or a
subsidiary of the Corporation with or into an Interested Person, (b)
any sale, lease, exchange, transfer or other disposition, including
without limitation, a mortgage or any other security device, of all
or any "Substantial Part" (as hereinafter defined) of the assets
either of the Corporation (including without limitation, any voting
securities of a subsidiary) or of a subsidiary of the Corporation to
an Interested Person, (c) any merger or consolidation of an
Interested Person with or into the Corporation or a subsidiary of the
Corporation, (d) any sale, lease, exchange, transfer or other
disposition, including without limitation, a mortgage or other
security device, of all or any Substantial Part of the assets of an
Interested Person to the Corporation or a subsidiary of the
Corporation, (e) the issuance or transfer by the Corporation or any
subsidiary of any securities of the Corporation or a subsidiary of the
Corporation to an Interested Person, (f) any reclassification of
securities, recapitalization or other comparable transaction
involving the Corporation that would have the effect of increasing
the voting power of any Interested Person with respect to Voting
Stock of the Corporation, and (g) any agreement, contract or other
arrangement providing for any of the transactions described in this
definition of Business Combination.
2.2. Interested Person. The term "Interested Person" shall
mean and include any individual, corporation, partnership or other
person or entity which, together with its "Affiliates" and
"Associates" (as defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934 as in effect at
the date of the adoption of this Article THIRTEENTH by the
stockholders of the Corporation), "Beneficially Owns" (as defined in
Rule 13d-3 of the General Rules and Regulations under the Securities
Exchange Act of 1934 as in effect at the date of the adoption of this
Article THIRTEENTH by the stockholders of the Corporation) in the
aggregate 20 percent or more of the outstanding Voting Stock of the
Corporation, and any Affiliate or Associate of any such individual,
corporation, partnership or other person or entity. Without
limitation, any share of Voting Stock of the Corporation that any
Interested Person has the right to acquire at any time
(notwithstanding that Rule 13d-3 deems such shares to be beneficially
owned only if such right may be exercised within 60 days) pursuant
to any agreement, or upon exercise of conversion rights, warrants or
options, or otherwise, shall be deemed to be Beneficially Owned by
the Interested Person and to be outstanding for purposes of this
definition. An Interested Person shall be deemed to have acquired a
share of the Voting Stock of the Corporation at the time when such
Interested Person became the Beneficial Owner thereof. With respect
to the shares owned by Affiliates, Associates or other persons whose
ownership is attributed to an Interested Person under the foregoing
definition of Interested Person, if the price paid by such Interested
Person for such shares is not determinable by two-thirds of the
Continuing Directors, the price so paid shall be deemed to be the
higher of (a) the price paid upon the acquisition thereof by the
Affiliate, Associate or other person or (b) the market price of the
shares in question at the time when the Interested Person became the
Beneficial Owner thereof.
2.3. Voting Stock. The term "Voting Stock" shall mean all of
the outstanding shares of Common Stock of the Corporation and any
outstanding shares of Preferred Stock entitled to vote on each matter
on which the holders of record of Common Stock shall be entitled to
vote, and each reference to a proportion of shares of Voting Stock
shall refer to such proportion of the votes entitled to be cast by
such shares.
2.4. Continuing Director. The term "Continuing Director"
shall mean a Director who was a member of the Board of Directors of
the Corporation immediately prior to the time that the Interested
Person involved in a Business Combination became an Interested
Person, or a Director who was elected or appointed to fill a vacancy
after the date the Interested Person became an Interested Person by a
majority of the then-current Continuing Directors.
2.5. Fair Price. The term "Fair Price" shall mean the
following: If there is only one class of capital stock of the
Corporation issued and outstanding, the Fair Price shall mean the
highest price that can be determined by a majority of the Continuing
Directors to have been paid at any time by the Interested Person for
any share or shares of that class of capital stock. If there is more
than one class of capital stock of the Corporation issued and
outstanding, the Fair Price shall mean with respect to each class and
series of capital stock of the Corporation, the amount determined by
a majority of the Continuing Directors to be the highest per share
price equivalent of the highest price that can be determined to have
been paid at any time by the Interested Person for any share or
shares of any class or series of capital stock of the Corporation.
In determining the Fair Price, all purchases by the Interested Person
shall be taken into account regardless of whether the shares were
purchased before or after the Interested Person became an Interested
Person. Also, the Fair Price shall include any brokerage
commissions, transfer taxes and soliciting dealers' fees paid by the
Interested Person with respect to the shares of capital stock of the
Corporation acquired by the Interested Person. In the case of any
Business Combination with an Interested Person, a majority of the
Continuing Directors shall determine the Fair Price for each class
and series of the capital stock of the Corporation. The Fair Price
shall also include interest compounded annually from the date an
Interested Person became an Interested Person through the date the
Business Combination is consummated at the publicly announced base
rate of interest of Morgan Guaranty Trust Company of New York less
the aggregate amount of any cash dividends paid, and the fair market
value of any dividends paid in other than cash, on each share of
capital stock in the same time period, in an amount up to but not
exceeding the amount of interest so payable per share of capital
stock.
2.6. Substantial Part. The term "Substantial Part" shall mean
more than 20 percent of the fair market value as determined by
two-thirds of the Continuing Directors of the total consolidated
assets of the Corporation and its subsidiaries taken as a whole as of
the end of its most recent fiscal year ended prior to the time the
determination is being made.
2.7. Other Consideration to be Received. The term "Other
Consideration to be Received" shall include, without limitation,
Common Stock or other capital stock of the Corporation retained by its
existing stockholders other than Interested Persons or other parties
to such Business Combination in the event of a Business Combination
in which the Corporation is the surviving corporation.
Section 3. Determinations by the Continuing Directors. In
making any determinations, the Continuing Directors may engage such
persons, including investment banking firms and the independent
accountants who have reported on the most recent financial statements
of the Corporation, and utilize employees and agents of the
Corporation, who will, in the judgment of the Continuing Directors,
be of assistance to the Continuing Directors. Any determinations
made by the Continuing Directors, acting in good faith on the basis
of such information and assistance as was then reasonably available
for such purposes, shall be conclusive and binding upon the
Corporation and its stockholders, including any Interested Person.
RESOLVED, that Article Fourteenth of the Certificate of
Incorporation be added and approved to read in its entirety as
follows:
FOURTEENTH. The provisions set forth in Article THIRTEENTH and
in this Article FOURTEENTH may not be amended, altered, changed or
repealed in any respect unless such action is approved by the
affirmative vote of the holders of not less than 75 percent of the
outstanding shares of Voting Stock (as defined in Article THIRTEENTH)
of the Corporation at a meeting of the stockholders duly called for
the consideration of such amendment, alteration, change or repeal;
provided, however, that if there is an Interested Person (as defined
in Article THIRTEENTH), such action must also be approved by the
affirmative vote of the holders of not less than 75 percent of the
outstanding shares of Voting Stock held by the stockholders other
than the Interested Person.
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the stockholders of said corporation was duly
called and held, upon notice and in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary
number of shares as required by statute were voted in favor of the amendments.
THIRD: That the aforesaid amendments were duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, The Limited, Inc. has caused this certificate to
be signed by Leslie H. Wexner, its Chairman of the Board, and attested by
Robert H. Morosky, its Assistant Secretary, this 19th day of May, 1987.
THE LIMITED, INC.
By /s/ Leslie Wexner______________
Leslie H. Wexner, Chairman of
the Board
ATTEST:
/s/ Robert H. Morosky
Robert H. Morosky
Assistant Secretary
State of Delaware
[Image material is contained here consisting
of the seal of the state of Delaware]
Office of Secretary of State
____________________
I, MICHAEL HARKINS, SECRETARY OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF THE LIMITED, INC. FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY
OF MAY, A.D. 1986, AT 10 O'CLOCK A.M.
| | | | | | | | | | |
[SEAL OF THE DELAWARE
DEPARTMENT OF STATE] /s/ Michael Harkins________________
726147058 Michael Harkins, Secretary of State
AUTHENTICATION: 10832776
DATE: 05/28/1986
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
The Limited, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "GCL"), DOES HEREBY
CERTIFY that the following amendment to Section 1 of Article FOURTH of its
certificate of incorporation has been duly adopted in accordance with the
provisions of Section 242 of the GCL and amends such Section 1 in its entirety
to read as follows:
"Section 1. Capital Stock. The Corporation shall be
authorized to issue two classes of stock to be designated,
respectively, "Preferred Stock" and "Common Stock"; the total number
of shares which the Corporation shall have authority to issue is Five
Hundred Ten Million (510,000,000); the total number of shares of
Preferred Stock shall be Ten Million (10,000,000) and each such share
shall have a par value of One Dollar ($1.00); and the total number of
shares of Common Stock shall be Five Hundred Million (500,000,000)
and each such share shall have a par value of Fifty Cents ($.50)."
IN WITNESS WHEREOF, The Limited, Inc. has caused this certificate to
be signed by Leslie H. Wexner, its Chairman of the Board, and attested by
Robert H. Morosky, its Assistant Secretary, this 19th day of May, 1986.
THE LIMITED, INC.
By /s/ Leslie H. Wexner____________
Leslie H. Wexner, Chairman of the
Board
ATTEST:
/s/ Robert H. Morosky
Robert H. Morosky
Assistant Secretary
[Image material is contained here consisting
of the seal of the State of Delaware]
State
of
Delaware
Office of SECRETARY OF STATE
____________________
I, Glenn C. Kenton, Secretary of State of the State of Delaware, do hereby
certify that THE LIMITED, INC. is duly incorporated under the laws of the
State of Delaware and is in good standing and has a legal corporate existence
so far as the records of this office show, as of the date below shown.
[SEAL OF THE DELAWARE
DEPARTMENT OF STATE] /s/ Glenn C. Kenton________________
Glenn C. Kenton, Secretary of State
BY: /s/ M. Toon____________________
DATE: March 16, 1982_______________
CERTIFICATE OF INCORPORATION
THE LIMITED, INC.
FIRST. The name of the corporation is:
THE LIMITED, INC.
SECOND. The address of the registered office of the Corporation in
the State of Delaware is 100 West Tenth Street in the City of Wilmington,
County of New Castle, and 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 Delaware.
FOURTH.
Section 1. Capital Stock. The Corporation shall be authorized to
issue two classes of stock to be designated, respectively, "Preferred Stock"
and "Common Stock"; the total number of shares which the Corporation shall have
authority to issue is Fifty-five Million (55,000,000); the total number of
shares of Preferred Stock shall be Five Million (5,000,000) and each such
share shall have a par value of One Dollar ($1.00); and the total number of
shares of Common Stock shall be Fifty Million (50,000,000) and each such share
shall have a par value of Fifty Cents ($.50).
Section 2. Preferred Stock.
2.1. Series and Limits of Variations between Series. Any unissued
or treasury shares of the Preferred Stock may be issued from time to time in
one or more series for such consideration as may be fixed from time to time by
the Board of Directors and each share of a series shall be identical in all
respects with the other shares of such series, except that, if the dividends
thereon are cumulative, the date from which they shall be cumulative may
differ. Before any shares of Preferred Stock of any particular series shall be
issued, a certificate shall be filed with the Secretary of State of Delaware
setting forth the designation, rights, privileges, restrictions, and
conditions to be attached to the Preferred Stock of such series and such other
matters as may be required, and the Board of Directors shall fix and
determine, and is hereby expressly empowered to fix and determine, in the
manner provided by law, the particulars of the shares of such series (so far
as not inconsistent with the provisions of this Article applicable to all
series of Preferred Stock), including, but not limited to, the following:
2.1.1 the distinctive designation of such series and the
number of shares which shall constitute such series, which number may be
increased (except where 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;
2.1.2 the annual rate of dividends payable on shares of such
series, the conditions upon which such dividends shall be payable and the date
from which dividends shall be cumulative in the event the Board of Directors
determines that dividends shall be cumulative;
2.1.3 whether such series shall have voting rights, in
addition to the voting rights provided by law and, if so, the terms of such
voting rights;
2.1.4 whether such series shall have conversion privileges
and, if so, the terms and conditions of such conversion, including, but not
limited to, provision for adjustment of the conversion rate upon such events
and in such manner as the Board of Directors shall determine;
2.1.5 whether or not the shares of such series shall be
redeemable and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;
2.1.6 whether such series shall have a sinking fund for the
redemption or purchase of shares of that series and, if so, the terms and
amount of such sinking fund;
2.1.7 the rights of the shares of such series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares
of that series; and
2.1.8 any other relative rights, preferences and limitations
of such series.
Section 3. Common Stock.
3.1. Issuance and Consideration. Any unissued or treasury shares of
the Common Stock may be issued for such consideration as may be fixed in
accordance with applicable law from time to time by the Board of Directors.
3.2. Voting Rights. At every meeting of the stockholders every
holder of Common Stock shall be entitled to one vote, in person or by proxy,
for each share of Common Stock standing in the name of such stockholder on the
books of the Corporation, on each matter on which the Common Stock is entitled
to vote.
3.3. Dividends. Subject to the rights of holders of the Preferred
Stock, the holders of the Common Stock shall be entitled to receive, when and
as declared by the Board of Directors, out of the assets of the Corporation
which are by law available therefor, dividends payable either in cash, in
property, or in shares of stock and the holders of the Preferred Stock shall
not be entitled to participate in any such dividends (unless otherwise
provided by the Board of Directors in any resolution providing for the issue
of a series of Preferred Stock).
3.4. Rights in Event of Dissolution. In the event of any
dissolution, liquidation or winding up of the affairs of the Corporation,
either voluntarily or involuntarily, the holders of the Common Stock shall be
entitled, after payment or provision for payment of the debts and other
liabilities of the Corporation and the amounts to which the holders of the
Preferred Stock shall be entitled, to share ratably in the remaining a~sets of
the Corporation to the exclusion of the Preferred Stock (unless otherwise
provided by the Board of Directors in any resolution providing for the issue
of a series of Preferred Stock). Neither the merger or consolidation of the
Corporation, nor the sale, lease or conveyance of all or part of its assets,
shall be deemed to be a liquidation, dissolution or winding up of the affairs
of the Corporation within the meaning of this Section 3.4.
Section 4. No Preemptive Rights. No holder of shares of this
Corporation of any class shall be entitled, as such, as a matter of right, to
subscribe for or purchase shares of any class now or hereafter authorized, or
to purchase or subscribe for securities convertible into or exchangeable for
shares of the Corporation or to which there shall be attached or appertain any
warrants or rights entitling the holders thereof to purchase or subscribe for
shares.
FIFTH.
Section 1. Amendment of Bylaws by Directors. In furtherance and not
in limitation of the powers conferred by statute, the Board of Directors is
expressly authorized to make, repeal, alter, amend and rescind the bylaws of
the Corporation.
Section 2. Amendment of Bylaws by the Stockholders. The bylaws
shall not be made, repealed, altered, amended or rescinded by the stockholders
of the Corporation except by the vote of the holders of not less than 75
percent of the outstanding shares of the Corporation entitled to vote thereon.
Any amendment to the Certificate of Incorporation which shall contravene any
bylaw in existence on the record date of the stockholders meeting at which
such amendment is to be voted upon by the stockholders shall require the vote
of the holders of not less than 75 percent of the outstanding shares entitled
to vote thereon.
SIXTH.
Section 1. Classified Board. Effective immediately upon the
issuance of more than 1,000 shares of Common Stock of the Corporation, the
Board of Directors (exclusive of directors to be elected by the holders of any
one or more series of Preferred stock voting separately as a class or classes)
shall be divided into three classes, Class A, Class B, and Class C. The
number of directors in each class shall be the whole number contained in the
quotient arrived at by dividing the authorized number of directors by three,
and if a fraction is also contained in such quotient, then if such fraction is
one-third, the extra director shall be a member of Class A and if the fraction
is two-thirds, one of the extra directors shall be a member of Class A and the
other shall be a member of Class B. Each director shall serve for a term
ending on the date of the third annual meeting following the annual meeting at
which such director was elected; provided, however, that the directors first
elected to Class A shall serve for a term ending on the date of the annual
meeting next following the end of the calendar year 1982, the directors first
elected to Class B shall serve for a term ending on the date of the second
annual meeting next following the end of the calendar year 1982, and the
directors first elected to Class C shall serve for a term ending on the date
of the third annual meeting next following the end of the calendar year 1982.
Notwithstanding the foregoing formula provisions, in the event that, as a
result of any change in the authorized number of directors, the number of
directors in any class would differ from the number allocated to that class
under the formula provided in this Article immediately prior to such change,
the following rules shall govern:
(a) each director then serving as such shall nevertheless continue
as a director of the class of which he is a member until the expiration of his
current term, or his prior death, resignation or removal;
(b) at each subsequent election of directors, even if the number of
directors in the class whose term of office then expires is less than the
number then allocated to that class under said formula, the number of
directors then elected for membership in that class shall not be greater than
the number of directors in that class whose term of office then expires,
unless and to the extent that the aggregate number of directors then elected
plus the number of directors in all classes.then duly continuing in office
does not exceed the then authorized number of directors of the Corporation;
(c) at each subsequent election of directors, if the number of
directors in the class whose term of office then expires exceeds the number
then allocated to that class under said formula, the Board of Directors shall
designate one or more of the directorships then being elected as directors of
another class or classes in which the number of directors then serving is less
than the number then allocated to such other class or classes under said
formula;
(d) in the event of the death, resignation or removal of any
director who is a member of a class in which the number of directors serving
immediately preceding the creation of such vacancy exceeded the number then
allocated to that class under said formula, the Board of Directors shall
designate the vacancy thus created as a vacancy in another class in which the
number of directors then serving is less than the number then allocated to
such other class under said formula;
(e) in the event of any increase in the authorized number of
directors, the newly created directorships resulting from such increase shall
be apportioned by the Board of Directors to such class or classes as shall, so
far as possible, bring the composition of each of the classes into conformity
with the formula in this Article, as it applies to the number of directors
authorized immediately following such increase; and
(f) designation of directorships or vacancies into other classes and
apportionments of newly created directorships to classes by the Board of
Directors under the foregoing items (c), (d) and (e) shall, so far as possible,
be effected so that the class whose term of office is due to expire next
following such designation or apportionment shall contain the full number of
directors then allocated to said class under said formula.
Notwithstanding any of the foregoing provisions of this Article, each director
shall serve until his successor is elected and qualified or until his death,
resignation or removal.
Section 2. Election by Holders of Preferred Stock. During any
period when the holders of any Preferred Stock or any one or more series
thereof, voting as a class, shall be entitled to elect a specified number of
directors, by reason of dividend arrearages or other provisions giving them the
right to do so, then and during such time as such right continues (i) the then
otherwise authorized number of directors shall be increased by such specified
number of directors, and the holders of such Preferred Stock or such series
thereof, voting as a class, shall be entitled to elect the additional
directors so provided for, pursuant to the provisions of such Preferred Stock
or series; (ii) each such additional director shall serve for such term, and
have such voting powers, as shall be stated in the provisions pertaining to
such Preferred Stock or series; and (iii) whenever the holders of any such
Preferred Stock or series thereof are divested of such rights to elect a
specified number of directors, voting as a class, pursuant to the provisions
of such Preferred Stock or series, the terms of office of all directors
elected by the holders of such Preferred Stock or series, voting as a class
pursuant to such provisions or elected to fill any vacancies resulting from
the death, resignation or removal of directors so elected by the holders of
such Preferred Stock or series, shall forthwith terminate and the authorized
number of directors shall be reduced accordingly.
Section 3. Ballots. Elections of directors at an annual or special
meeting of stockholders need not be by written ballot unless the bylaws of the
Corporation shall provide otherwise.
Section 4. Initial Directors. The directors of the Corporation
shall initially be Leslie H. Wexner, One Limited Parkway, P.O. Box 16528,
Columbus, Ohio 43216, who shall initially be a Class A director and Robert H.
Morosky, One Limited Parkway, P.O. Box 16528, Columbus, Ohio 43216, who shall
initially be a Class B director.
SEVENTH. After the issuance of more than 1,000 shares of Common
Stock of the Corporation, no action shall be taken by the stockholders except
at an annual or special meeting of stockholders.
EIGHTH. The affirmative vote of the holders of not less than 75
percent of the outstanding shares of the Corporation entitled to vote thereon
shall be required for the approval of any proposal that (1) the Corporation
merge or consolidate with any other corporation or any affiliate of such other
corporation if such other corporation and its affiliates singly or in the
aggregate are directly or indirectly the beneficial owners of more than five
percent of the outstanding shares of any class of stock of the Corporation
entitled to vote in the election of directors (such other corporation and any
affiliate thereof being herein referred to as a "Related Corporation"), or (2)
the Corporation sell, lease or exchange all or substantially all of its assets
or business to or with such Related Corporation, or (3) the Corporation issue
or deliver any stock or other securities of its issue in exchange or payment
for any properties or assets of any such Related Corporation or securities
issued by any such Related Corporation or in a merger of any affiliate of the
Corporation with or into any such Related Corporation, or (4) the Corporation
dissolve, and to effect such transaction the approval of stockholders of the
Corporation is required by law or by any agreement between the Corporation and
any national securities exchange; provided, however, that the foregoing
clauses (1), (2), (3) and (4) shall not apply (i) to any such merger,
consolidation, sale, lease, or exchange, or issuance or delivery of assets or
other securities which was approved by resolution of the Board of Directors of
the Corporation prior to the acquisition of the beneficial ownership of more
than five percent of the outstanding Common Stock by the Related Corporation,
(ii) to any such transaction solely between the Corporation and another
corporation 50 percent or more of the voting power of which is owned by the
Corporation provided that the Certificate of Incorporation of the surviving
corporation contains provisions substantially similar to those provided in
Articles FIFTH, SIXTH, Section 1, SEVENTH, EIGHTH, NINTH, TENTH, and ELEVENTH,
(iii) to any transaction between this Corporation and either (a) any
stockholder who owned in excess of 10 percent of the Common Stock of the
Corporation immediately after the merger of Limited Interim Ohio, Inc., an
Ohio corporation, into The Limited Stores, Inc. an Ohio corporation or (b) any
affiliate from time to time organized, established, or incorporated of a
stockholder referred to in (iii) (a) above. For the purposes hereof, an
"affiliate" is any person (including a corporation, partnership, association,
trust, business entity, estate or individual) who directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, the person specified; "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise; and in computing the percentage of
outstanding Common Stock beneficially owned by any person, the shares
outstanding and the shares owned shall be determined as of the record date
fixed to determine the stockholders entitled to vote or express consent with
respect to such proposal. The stockholder vote, if any, required for mergers,
consolidations, sales, leases, or exchanges of assets or issuances of stock or
other securities not expressly provided for in this Article, shall be such as
may be required by applicable law.
NINTH. The Board of Directors of the Corporation, when evaluating
any offer of another party to (1) make a tender or exchange offer for any
equity security of the Corporation, (2) merge or consolidate the Corporation
with another corporation, or (3) purchase or otherwise acquire all or
substantially all of the properties and assets of the Corporation, shall in
connection with the exercise of its judgment in determining what is in the
best interests of the Corporation and its stockholders, give due consideration
to all relevant factors, including without limitation the social and economic
effects on the employees, customers, suppliers and other constituents of the
Corporation and its subsidiaries and on the communities in which the
Corporation and its subsidiaries operate or are located.
TENTH. Any director may be removed at any annual or special
stockholders' meeting upon the affirmative vote of the holders of not less
than 75 percent of the outstanding shares of voting stock of the Corporation
at that time entitled to vote thereon; provided, however, that such director
may be removed only for cause and shall receive a copy of the charges against
him, delivered to him personally or by mail at his last known address at least
10 days prior to the date of the stockholders' meeting; provided further, that
directors who shall have been elected by the holders of a series or class of
Preferred Stock, voting separately as a class, shall be removed only pursuant
to the provisions establishing the rights of such series or class to elect
such directors.
ELEVENTH.
Section 1. Amendment of Certain Articles. The provisions set forth
in this Article ELEVENTH and in Article FIFTH (dealing with the amendment of
bylaws), SIXTH, Section 1 (dealing with the classified Board), SEVENTH
(dealing with the prohibition against stockholder action without meetings),
EIGHTH (dealing with the 75 percent vote of stockholders required for certain
reorganizations), NINTH (dealing with certain matters to be considered by the
Board in evaluating certain offers), and TENTH (dealing with the removal of
any director) may not be amended, altered, changed, or repealed in any respect
unless such repeal or amendment is approved by the affirmative vote of the
holders of not less than 75 percent of the outstanding shares of the
Corporation entitled to vote thereon.
Section 2. Amendments Generally. Subject to the provisions of
Section 1 of this Article ELEVENTH, the corporation reserves the right to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred on stockholders herein are granted subject to this
reservation.
TWELFTH. The name and mailing address of the incorporator of the
Corporation are:
Name Address
Robert H. Morosky One Limited Parkway
P. O. Box 16528
Columbus, Ohio 43216
THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and without the
State of Delaware and in pursuance of the Delaware General Corporation Law,
does make and file this Certificate hereby declaring and certifying that the
facts herein,stated are true, and accordingly has hereunto set his hand this
8th day of March, 1982.
/s/ Robert H. Morosky
Robert H. Morosky
STATE OF OHIO
COUNTY OF FRANKLIN, SS:
Be it remembered that on this 8th day of March, 1982, personally came
before me, the subscriber, a Notary Public for the State and County aforesaid,
Robert H. Morosky, known to me personally to be such person, and acknowledged
the said Certificate of Incorporation to be his act and deed and that the
facts therein stated are truly set forth.
Given under my hand and seal of office the day and year aforesaid.
/s/ James S. Graham
Notary Public
[Image material is contained here consisting
of the seal of the State of Delaware]
State
of
Delaware
Office of SECRETARY OF STATE
I, Michael Harkins, Secretary of State of the State of Delaware, do
hereby certify that above and foregoing is a true and correct copy of
Certificate of Change of Location of Registered Office of the companies
represented by "The Corporation Trust Company", as it applies to "THE LIMITED,
INC." as received and filed in this office the twenty-seventh day of July,
A.D. 1984, at 4:30 o'clock P.M.
In Testimony Whereof, I have hereunto set my hand and
official seal at Dover this twenty-ninth day of May in
the year of our Lord one thousand nine hundred and
eighty-five.
/s/ Michael Harkins________________
Michael Harkins, Secretary of State
CERTIFICATE OF CHANGE OF ADDRESS OF
REGISTERED OFFICE AND OF REGISTERED AGENT
PURSUANT TO SECTION 134 OF TITLE 8 OF THE DELAWARE CODE
To: DEPARTMENT OF STATE
Division of Corporations
Townsend Building
Federal Street
Dover, Delaware 19903
Pursuant to the provisions of Section 134 of Title 8 of the Delaware
Code, the undersigned Agent for service of process, in order to change the
address of the registered office of the corporations for which it is
registered agent, hereby certifies that:
1. The name of the agent is: The Corporation
Trust Company
2. The address of the old registered office was:
100 West Tenth Street
Wilmington, Delaware 19801
3. The address to which the registered office is to be changed is:
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
The new address will be effective on July 30, 1984.
4. The names of the corporations represented by said agent are set
forth on the list annexed to this certificate and made a part
hereof by reference.
IN WITNESS WHEREOF, said agent has caused this
certificate to be signed on its behalf by its Vice-President
and Assistant Secretary this 25th day of July, 1984.
THE CORPORATION TRUST COMPANY
(Name of Registered Agent)
By /s/ Virginia Colwell______
(Vice-President)
ATTEST:
/s/ Mary G. Murray________
(Assistant Secretary)
PAGE 918
STATE OF DELAWARE - DIVISION OF CORPORATIONS
CHANGE OF ADDRESS FILING FOR
CORPORATION TRUST AS OF JULY 27, 1984
DOMESTIC
0933796 THE LIMITED, INC. 03/16/1982 D DE