Exhibit 99.A6
CERTIFICATE OF INCORPORATION
OF
INVESTMENT PRODUCT SERVICES, INC.
FIRST: The name of the corporation is INVESTMENT PRODUCT SERVICES, INC.
SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, State
of Delaware in the County of New Castle, 19801. The name of its registered agent
at that address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or
promoted 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 1,000 and the par value of each of such shares is $.01
amounting in the aggregate to $10.00.
FIFTH: The Board of Directors is authorized to make, alter or repeal the
By-Laws of the Corporation, as provided in the By-Laws. A Director of this
Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as director, except to the extent
that such exemption from liability or limitation thereof is not permitted under
the General Corporation Law of the State of Delaware as the same exists or may
hereafter be amended. Any repeal or modification of the foregoing shall not
adversely affect any right or protection of a Director of the Corporation
existing hereunder with respect to any act or omission occurring prior to such
repeal or modification. Election of directors need not be by ballot.
SIXTH: The name and mailing address of the Incorporator is: David M.
Mahle, Esq., c/o Jones, Day, Reavis & Pogue, 599 Lexington Avenue, New York,
New York 10022
THE UNDERSIGNED, being the Incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, does make this certificate, hereby declaring and certifying that this
is his act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 6th day of August, 1998
/s/ David M. Mahle
--------------------------------
David M. Mahle, Incorporator
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION BEFORE PAYMENT OF
ANY PART OF THE CAPITAL
OF
INVESTMENT PRODUCT SERVICES, INC.
Investment Product Services, Inc. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That the Corporation has not received any payment for any of its
stock.
SECOND: The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article FIRST thereof and by substituting in lieu of
said Article the following new Article FIRST:
"FIRST: The name of the corporation (the "Corporation") is
NASDAQ-AMEX INVESTMENT PRODUCT SERVICES, INC."
THIRD: That the amendment of the Certificate of Incorporation of the
Corporation herein certified was duly adopted, pursuant to Section 241 of the
General Corporation Law of the State of Delaware, by at least a majority of the
directors who have been elected and qualified.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by John L. Jacobs, its Executive Vice President, this 17 day of
December, 1998.
INVESTMENT PRODUCT SERVICES, INC.
By: /s/ John L. Jacobs
--------------------
John L. Jacobs
Executive Vice President
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
NASDAQ-AMEX INVESTMENT PRODUCT SERVICES, INC.
NASDAQ-AMEX INVESTMENT PRODUCT SERVICES, INC., a Delaware corporation
(the "Corporation"), hereby certifies as follows:
1. That the Board of Directors of the Corporation adopted a resolution
setting forth and declaring advisable the following amendment to the
Certificate of Incorporation of the Corporation.
2. That in lieu of a meeting and vote of the stockholders, the sole
stockholder of the Corporation has given its unanimous written consent to such
amendment in accordance with Section 228 of the General Corporation Law of the
State of Delaware.
3. That Article FIRST of the Certificate of Incorporation of the
Corporation, which sets forth the name of the Corporation, is hereby amended to
read as follows:
FIRST: The name of the Corporation (the "Corporation") is
NASDAQ INVESTMENT PRODUCT SERVICES, INC.
4. That such amendment has been duly adopted in accordance with Section
242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed by the undersigned this 22 day of October, 1999.
NASDAQ-AMEX INVESTMENT PRODUCT SERVICES, INC.
By: /s/ John L. Jacobs
------------------
John L. Jacobs
Executive Vice President
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION BEFORE RECEIPT FOR
PAYMENT OF STOCK OF
NASDAQ INVESTMENT PRODUCT SERVICES, INC.
Nasdaq Investment Product Services, Inc. (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That the Certificate of Incorporation of the Corporation is
hereby amended by striking out Article FIRST thereof and by substituting in
lieu of said Article the following new Article FIRST:
FIRST: THE NAME OF THE CORPORATION (THE "CORPORATION") IS
NASDAQ FINANCIAL PRODUCTS SERVICES, INC.
SECOND: That the amendment of the Certificate of Incorporation of the
Corporation herein certified, was duly adopted pursuant to Section 241 of the
General Corporation Law of the State of Delaware, by at least a majority of the
directors who have been elected and qualified.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by John L. Jacobs, its President, this 28th day of June, 2001.
NASDAQ INVESTMENT PRODUCT SERVICES, INC.
By: /s/ John L. Jacobs
--------------------
John L. Jacobs
President