AMENDED AND RESTATED
ARTICLES OF INCORPORATION
FIRST. The name of the corporation is THE O'GARA COMPANY (the
"Corporation").
SECOND. The place in the State of Ohio where the Corporation's principal
office is to be located is the City of Fairfield in Butler County, Ohio.
THIRD. The purpose for which the Corporation is organized shall be to
engage in any lawful act or activity for which corporations may be formed under
the Ohio General Corporation Law, Ohio Revised Code Sections, 1701.01 et seq.
FOURTH. The aggregate number of shares of stock which the Corporation shall
have authority to issue is [Fifteen Million One Hundred Thousand (15,100,000)]
shares, which shall be divided into two classes, consisting of:
(a) [Fifteen Million (15,000,000)] shares of common stock ("Common
Stock") with a par value of $.01 per share.
(b) One Hundred Thousand (100,000) shares of preferred stock
("Preferred Stock") with a par value of $.01 per share.
PART ONE: COMMON STOCK
The shares of Common Stock may be issued at any time or from time to
time for such amount of lawful consideration as may be fixed by the Board of
Directors. Each holder of Common Stock shall be entitled to one (1) vote for
each share of Common Stock held by such holder.
PART TWO: PREFERRED STOCK
Clause 1. Except as otherwise provided by this Article Fourth or by the
amendment or amendments adopted by the Board of Directors providing for the
issue of any series of Preferred Stock, the Preferred Stock may be issued at any
time or from time to time in any amount, not exceeding in the aggregate,
including all shares of any and all series thereof theretofore issued, the One
Hundred Thousand (100,000) shares of Preferred Stock hereinabove authorized, as
Preferred Stock of one or more series, as hereinafter provided, and for such
lawful consideration as shall be fixed from time to time by the Board of
Directors.
Clause 2. Authority is hereby expressly granted to the Board of Directors
from time to time to adopt amendments to these Articles of Incorporation
providing for the issue in one
more series of any unissued or treasury shares of the Preferred Stock, and
providing, to the fullest extent now or hereafter permitted by the laws of the
State of Ohio and notwithstanding the provisions of any other Article of these
Articles of Incorporation of the Corporation, in respect of the matters set
forth in the following subdivisions (i) to (ix), inclusive, as well as any other
rights or matters pertaining to such series:
(i) The designation and number of shares of such series;
(ii) Voting rights (to the fullest extent now or hereafter permitted
by the laws of the State of Ohio);
(iii) The dividend rate or rates of such series (which may be a
variable rate and which may be cumulative);
(iv) The dividend payment date or dates of such series;
(v) Redemption rights (to the fullest extent now or hereafter
permitted by the laws of the State of Ohio), including the price or prices
at which shares of such series may be redeemed;
(vi) The amount of the sinking fund, if any, to be applied to the
purchase or redemption of shares of such series and the manner of its
application;
(vii) The liquidation price or prices of such series;
(viii) Whether or not the shares of such series shall be made
convertible into, or exchangeable for, shares of any other class or classes
or of any other series of the same class of stock of the Corporation or any
other property, and if made so convertible or exchangeable, the conversion
price or prices, or the rates of exchange at which such conversation or
exchange may be made and the adjustments thereto, if any; and,
(ix) Whether or not the issue of any additional shares of such series
or any future series in addition to such series shall be subject to any
restrictions and, if so, the nature of such restrictions.
Any of the voting rights, dividend rate or rates, dividend payment date or
dates, redemption rights and price or prices, sinking fund requirements,
liquidation price or prices, conversion or exchange rights and restrictions on
issuance of shares of any such series of Preferred Stock may, to the fullest
extent now or hereafter permitted by the laws of the State of Ohio, be made
dependent upon facts ascertainable outside these Articles of Incorporation or
outside the amendment or amendments providing for the issue of such Preferred
Stock adopted by the Board of Directors pursuant to authority expressly vested
in it by this Article Fourth. If the then-applicable laws of the State of Ohio
do not permit the Board of Directors to fix, by the
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amendment creating a series of Preferred Stock, the voting rights of shares of
such series, each holder of a share of such series of Preferred Stock shall,
except as may be otherwise provided by law, be entitled to one (1) vote for each
share of Preferred Stock of such series held by such holder.
Clause 3. Before any dividends shall be declared or paid upon or set apart
for, or distribution made on, the Common Stock and before any sum shall be paid
or set apart for the purchase or redemption of Preferred Stock of any series or
for the purchase of the Common Stock, the holders of Preferred Stock of each
series shall be entitled to receive accrued dividends declared by the Board of
Directors, payable at the rate or rates fixed for such series in accordance with
the provisions of this Article Fourth, and no more, from the dividend payment
date thereof, or preceding dividend payment date or dates fixed from time to
time by the Board of Directors.
Clause 4. If upon any dissolution, liquidation or winding up of the
Corporation or reduction of its capital stock, the assets so to be distributed
among the holders of the Preferred Stock pursuant to the provisions of this
Article Fourth or of the amendment or amendments providing for the issue of such
Preferred Stock adopted by the Board of Directors pursuant to authority
expressly vested in it by this Article Fourth shall be insufficient to permit
the payment to such holders of the full preferential amounts aforesaid, then the
entire assets of the Corporation shall be distributed ratably among the holders
of the Preferred Stock in proportion to the full preferential amounts to which
they are respectively entitled as aforesaid.
Clause 5. The term "accrued dividends", whenever used herein with respect
to the Preferred Stock of any series, shall be deemed to mean that amount which
would have been paid as dividends declared on the Preferred Stock of such series
to date had full dividends been paid thereon at the rate fixed for such series
in accordance with the provisions of this Article Fourth, less in each case the
amount of all dividends declared paid upon the shares of such series.
FIFTH. The Corporation shall have the right to amend, alter, change or
repeal any provision contained in these Articles of Incorporation or any
provision that may be added or inserted in these Articles of Incorporation,
provided that:
(a) Such amendment, alteration, change, repeal, addition or insertion
is consistent with law and is accomplished in the manner now or hereafter
prescribed by statute or these Articles; and
(b) Any provision of these Articles of Incorporation which requires,
or the change of which requires, the vote or consent of all or a specific
number or percentage of the holders of shares of any class or series shall
not be amended, altered changed or repealed by any lesser amount, number or
percentage of votes or consents of such
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class or series. Any rights at any time conferred upon the shareholders of
the Corporation are granted subject to the provisions of this Article.
SIXTH. Subject to the provisions of Article Fifth hereof, the affirmative
vote of shareholders entitled to exercise a majority of the voting power of the
Corporation shall be required to amend these Articles of Incorporation, approve
mergers and to take any other action which by law must be approved by a
specified percentage of the voting power of the Corporation or of all
outstanding shares entitled to vote.
SEVENTH. No holder of any shares of the Corporation shall have any
preemptive rights to subscribe for or to purchase any shares of the Corporation
of any class, whether such shares or such class be now or hereafter authorized,
or to purchase or subscribe for any security convertible into, or exchangeable
for, shares of any class or to which shall be attached or appertained any
warrants or rights entitling the holder thereof to purchase or subscribe for
shares of any class.
EIGHTH. Subject to the provisions of Article Fourth hereof, the
Corporation, through its Board of Directors, shall have the right and power to
purchase any of its outstanding shares at such price and upon such terms as may
be agreed upon between the Corporation and any selling shareholder.
NINTH. No shareholder shall have the right to vote cumulatively in the
election of directors.
TENTH. These Amended and Restated Articles of Incorporation shall take the
place of and supersede the existing Articles of Incorporation.
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