Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
INTERACTIVE DATA CORPORATION(1)
FIRST: The name of the corporation is Interactive Data Corporation (the
"Corporation").(2)
SECOND: The address of the registered office of the Corporation in the
State of Delaware is Corporation Trust Center, 1209 Orange 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: The aggregate number of shares which the Corporation shall have
authority to issue is two hundred and five million (205,000,000) shares, of
which two hundred million (200,000,000) shares, par value once cent ($.01) per
share, shall be designated as "Common Stock," and of which five million
(5,000,000) shares, par value once cent ($.01) per share, shall be designated as
"Preferred Stock."(3)
FIFTH: Subject to the provisions hereof and the limitations prescribed by
law, the Board of Directors of the Corporation is hereby expressly authorized at
any time, and from time to time, to provide for the issuance of shares of
Preferred Stock in one or more series, with such voting powers, full or limited,
and with such designations, preferences and relative, participating, optional or
other rights, and qualifications, limitation or restrictions thereof, as shall
be stated and expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issue thereof and the certificate of designations
filed under the General Corporation Law of Delaware setting forth such
resolution or resolutions, including (without limiting the generality thereof)
the following as to each such series:
a. the distinctive serial designation of such series and the number of
shares constituting such series;
b. the dividends, if any, payable with respect to such series, any
conditions and dates upon which such dividends shall be payable, the
preferences, if any, of such dividends, and whether such dividends shall be
cumulative, and, if so, from which date or dates;
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(1) The name of the corporation was changed from Data Broadcasting
Corporation to Interactive Data Corporation on June 15, 2001.
(2) (amended on June 15, 2001)
(3) (amended on July 14, 1994, further amended on February 25, 2000)
c. whether shares of Preferred Stock shall be redeemable at the option
of the Board of Directors or the holder, or both, upon the happening of a
specified event and, if redeemable whether for cash, property or rights,
including securities of the Corporation, the time, prices or rates and any
adjustment and other terms and conditions of such redemption;
d. the terms and amounts of any sinking, retirement or purchase fund
provided for the purchase or redemption of such series;
e. whether shares of such series shall be convertible into or
exchangeable for shares of any other class or classes at the option of the
Corporation or of the holder, or both, or upon the happening of a specific
event and, if so, the terms and conditions thereof, including the prices,
rates, or adjustments, if any;
f. whether the shares of such series shall have any voting rights, in
addition to the voting rights provided by law and, if so, the terms of such
rights;
g. the restrictions, if any, on the issue or reissue of shares of
Preferred Stock of such series or any other series;
h. the extent, if any, to which the holders of shares of Preferred
Stock of such series shall be entitled to preemptive rights; and
i. the rights of such series upon the occurrence of any voluntary or
involuntary liquidation, dissolution, or winding up of the Corporation.
SIXTH: No nonvoting equity securities of the Corporation shall be issued;
this provision is included in this Certificate of Incorporation in compliance
with Section 1123 of the Bankruptcy Code, 11 U.S.C. ss. 1123, and shall have no
further force and effect beyond that required by such Section as in effect and
applicable to the Corporation.
SEVENTH: The total number of directors shall be at least seven (7) but
shall not be greater than fifteen (15). Subject to such limitations, the number
of directors shall be fixed in the by-laws of the Corporation.(4)
EIGHTH: 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.
NINTH: The name and mailing address of the incorporator of the Corporation
is:
David H. Kennedy
Gibson, Dunn & Crutcher
1050 Connecticut Ave., N.W.
Washington, D.C. 20036
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(4) (amended on June 29, 1995)
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TENTH: 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.
ELEVENTH: Elections of directors need not be by written ballot unless the
bylaws of the Corporation shall so provide.
TWELFTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them 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
ss. 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 ss. 279 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, or 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, or of the stockholders or class of stockholders
of the Corporation, as the case may be, agrees 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, or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.
THIRTEENTH: The directors and officers of the Corporation shall be
indemnified by the Corporation to the extent allowed under the bylaws of the
Corporation. The directors of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages except for liability:
for any breach of the duty of loyalty to the Corporation or its stockholders,
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, for actions described under ss. 174 of the
Delaware General Corporation Law, or for any transaction from which the director
derived any improper personal benefit.
FOURTEENTH: To the fullest extent permitted by the Delaware General
Corporation Law, the Corporation shall not be governed by the provisions of
Section 203 of the Delaware General Corporation Law, or by any successor or
similar statute.
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.
DATED: May 22, 1992.
Name: /s/ David H. Kennedy
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David H. Kennedy, Incorporator
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