EXHIBIT 3.1C
Certificate of Incorporation
of
CRITERION ATLANTIC PROPERTY, INC.
FIRST: The name of the corporation is Criterion Atlantic Property, Inc.
SECOND: The address of its registered office in the State of Delaware is
32 Loockerman Square, Suite L-100 in the City of Dover, County of Kent. The name
of its registered agent at such address is The Prentice-Hall Corporation System,
Inc.
THIRD: The nature of the business or purposes to be conducted or promoted
is to carry on and to engage in any lawful business, act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware; and to possess and exercise all the powers and privileges granted by
the General Corporation Law of the State of Delaware or by any other law of the
State of Delaware or by this Certificate of Incorporation together with any
powers incidental thereto.
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is one thousand (1,000) shares of Common Stock, $.01 par
value (the "Common Stock").
The following is a statement of the designations and the powers,
privileges and rights, and the qualifications, limitations or restrictions
thereof in respect of the Common Stock of the corporation.
4.1 COMMON STOCK.
4.1.1 Voting. The holders of shares of Common Stock are entitled to
one vote for each share held at all meetings of stockholders (and written
actions in lieu of meetings). There shall be no cumulative voting.
4.1.2 Dividends. Dividends may be declared and paid on the Common
Stock from funds lawfully available therefor when and as determined by the Board
of Directors.
4.1.3 Liquidation. Upon the dissolution or liquidation of the
corporation, whether voluntary or involuntary, holders of Common Stock will be
entitled to receive the net assets of the corporation available for distribution
to its stockholders.
FIFTH: The name and mailing address of the incorporator are as follows:
NAME MAILING ADDRESS
Bryan G. Tyson Sullivan & Worcester
One Post Office Square
Boston, Massachusetts 02109
SIXTH: The name and mailing address of the persons who are to serve as
directors until the first annual meeting of stockholders, or until their
successors are elected and qualify, are:
NAME MAILING ADDRESS
C. Richard Reese Schooner Capital Corporation
99 Bedford Street
Boston, Massachusetts 02111
Eugene B. Doggett Schooner Capital Corporation
99 Bedford Street
Boston, Massachusetts 02111
Jas. Murray Howe Sullivan & Worcester
One Post Office Square
Boston, Massachusetts 02109
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: The stockholders of the corporation shall not be personally liable
for the payment of the corporation's debts to any extent whatever.
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NINTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
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 this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of S291 of Title 8 of the Delaware Code or on the application of
trustees in dissolution or of any receiver or receivers appointed for this
corporation under the provisions of S279 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 this 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 this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
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, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
TENTH: No director shall be personally liable to the corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except, in addition to any and all other requirements for such liability, (i)
for any breach of such 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) to the extent
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provided under Section 174 of Title 8 of the Delaware Code (relating to the
General Corporation Law of the State of Delaware) or any amendment thereto or
successor provision thereto, or (iv) for any transaction for which such director
derived an improper personal benefit. Neither the amendment nor repeal of this
Article TENTH, nor the adoption of any provision of this Certificate of
Incorporation inconsistent with this Article TENTH, shall eliminate or reduce
the effect of this Article TENTH in respect of any matter occurring, or any
cause of action, suit or claim that, but for this Article TENTH, would accrue or
arise, prior to such amendment, repeal, or adoption of an inconsistent
provision.
ELEVENTH: The Board of Directors shall have the power to adopt, amend or
repeal the bylaws of 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, and all rights conferred upon
stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate hereby declaring and certifying that
this is my act and deed and the facts herein stated are true, and accordingly
have hereunto set my hand this fifth day of November, 1990.
/s/ Bryan G. Tyson
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Bryan G. Tyson
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