CERTIFICATE OF INCORPORATION
OF
LEISURE TRAVEL GROUP, INC.
Pursuant to Section 102 of the
Delaware General Corporation Law
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The undersigned, in order to form a corporation pursuant to Section 102 of
the Delaware General Corporation Law, does hereby certify:
FIRST: The name of the corporation is "Leisure Travel Group, Inc."
(the "Corporation").
SECOND: The address, including street, number, city and county, of the
registered office of the Corporation in the State of Delaware is 1013
Centre Road in the City of Wilmington, in the County of New Castle,
Delaware 19805; and the name of the registered agent of the Corporation in
the State of Delaware at such address is Corporation Service 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 aggregate number of shares of capital stock which the
Corporation shall have authority to issue is 30,000,000 shares of capital
stock consisting of:
(a) 25,000,000 shares of common stock, par value $0.001 per share
(the "Common Stock"); and
(b) 5,000,000 shares of preferred stock, par value $0.001 per
share (the "Preferred Stock").
COMMON STOCK
(a) Each share of Common Stock issued and outstanding shall be identical in
all respects one with the other, and no dividends shall be paid on any shares of
Common Stock unless the same dividend is paid on all shares of Common Stock
outstanding at the time of such payment.
(b) Except for and subject to those rights expressly granted to the holders
of the Preferred Stock, or except as may be provided by the Delaware General
Corporation Law, the holders of Common Stock shall have exclusively all other
rights of stockholders including, but not by way of limitation, (i) the right to
receive dividends, when, as and if declared by the Board of Directors out of
assets lawfully available therefor, and (ii) in the event of any distribution of
assets upon liquidation, dissolution or winding up of the Corporation or
otherwise, the right to receive ratably and equally all the assets and funds of
the Corporation remaining after payment to the holders of the Preferred Stock of
the Corporation of the specific amounts which they are entitled to receive upon
such liquidation, dissolution or winding up of the Corporation as herein
provided.
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(c) In the event that the holder of any shares of Common Stock shall
receive any payment of any dividend on, liquidation of, or other amounts payable
with respect to, any shares of Common Stock, which he is not then entitled to
receive, he will forthwith deliver the same in the form received to the holders
of shares of the Preferred Stock as their respective interests may appear, or
the Corporation if no shares of Preferred Stock are then outstanding, and until
so delivered will hold the same in trust for such holders or the Corporation.
(d) Each holder of shares of Common Stock shall be entitled to one vote for
each share of such Common Stock held by him, and voting power with respect to
all classes of securities of the Corporation shall be vested solely in the
Common Stock, other than as specifically provided in the Corporation's
Certificate of Incorporation, as it may be amended, or in a certificate of
designation, preferences and rights with respect to the Preferred Stock.
(e) No stockholder shall be entitled to any preemptive right to purchase or
subscribe for any unissued stock of any class or any additional shares of any
class to be issued by reason of any increase in the authorized capital stock of
the Corporation.
PREFERRED STOCK
Authority is hereby vested in the Board of Directors of the Corporation to
provide for the issuance of Preferred Stock and in connection therewith to fix
by resolution providing for the issue of such series, the number of shares to be
included and such of the preferences and relative participating, optional or
other special rights and limitations of such series, including, without
limitation, rights of redemption or conversion into Common Stock, to the fullest
extent now or hereafter permitted by the Delaware General Corporation Law.
FIFTH: The name and mailing address of the Incorporator is as follows:
Name Address
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Anthony J. Marsico c/o Greenberg Traurig, LLP
200 Park Avenue
15th Floor
New York, New York 10166
SIXTH: The Corporation is to have a perpetual existence.
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SEVENTH: The Corporation expressly elects to be subject to the provisions
of Section 203 of the Delaware General Corporation Law.
EIGHTH: The board of directors is expressly authorized to adopt, amend or
repeal the by-laws of the Corporation.
NINTH: Elections of directors need not be by written ballot unless the
by-laws of the Corporation shall otherwise provide.
TENTH: Special meetings of the stockholders of the Corporation may only be
called by the board of directors of the Corporation upon the request of any two
directors, by the holders of one-third or more of the outstanding Common Stock,
or by the duly elected officers of the Corporation.
ELEVENTH: 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 in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
the Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which said application has been made, be binding on all the
creditors or class of creditors, and/or on all of the stockholders or class of
stockholders of the Corporation, as the case may be, and also on the
Corporation.
TWELFTH: 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 or by this Certificate of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.
THIRTEENTH: No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of 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 derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware is hereafter amended to permit further elimination or limitation of the
personal liability of directors, then the liability 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. Any repeal
or modification of this Article THIRTEENTH by the stockholders of the
Corporation or otherwise shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
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FOURTEENTH: Except as may otherwise be specifically provided in this
Certificate of Incorporation, no provision of this Certificate of Incorporation
is intended by the Corporation to be construed as limiting, prohibiting, denying
or abrogating any of the general or specific powers or rights conferred under
the General Corporation Law upon the Corporation, upon its stockholders,
bondholders and security holders, and upon its directors, officers and other
corporate personnel, including, in particular, the power of the Corporation to
furnish indemnification to directors and officers in the capacities defined and
prescribed by the General Corporation Law and the defined and prescribed rights
of said persons to indemnification as the same are conferred under the General
Corporation Law. The Corporation shall, to the fullest extent permitted by the
laws of the State of Delaware, including, but not limited to Section 145 of the
General Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all directors and officers of the Corporation
and may, in the discretion of the board of directors, indemnify any and all
other persons whom it shall have power to indemnify under said Section or
otherwise under Delaware law, from and against any and all of the expenses,
liabilities or other matters referred to or covered by said Section. The
indemnification provisions contained in the Delaware General Corporation Law
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any By-Law, agreement, resolution of stockholders or
disinterested directors, or otherwise, and shall continue as to a person who has
ceased to be a director, officer, employee or agent, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall inure to the benefit of the heirs, executors and
administrators of such person.
FIFTEENTH: The number of directors constituting the Board of Directors
shall be determined by the Board of Directors, subject to the by-laws of the
Corporation. Any vacancy in the Board of Directors, whether arising from death,
resignation, removal (with or without cause), an increase in the number of
directors or any other cause, may be filled by the vote of either a majority of
the directors then in office, though less than a quorum, or by the stockholders
at the next annual meeting thereof or at a special meeting called for such
purpose. Stockholders may not apply to request that the Delaware Court of
Chancery summarily order an election to be held to fill any vacancies in the
Board of Directors whether or not, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole Board of Directors as constituted immediately prior
to any such vacancy or increase. Each director so elected shall hold office
until the next meeting of the stockholders in which the election of directors is
in the regular order of business and until his successor shall have been elected
and qualified.
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IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of February,
2000 and I affirm that the foregoing certificate is my act and deed and that the
facts stated herein are true.
/s/ ANTHONY J. MARSICO
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Anthony J. Marsico, Incorporator
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