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Exhibit A
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
PH GROUP INC.
ARTICLE I
The name of said corporation shall be PH Group Inc.
ARTICLE II
The place in Ohio where its principal office is to be located is in
Columbus, Franklin County, Ohio.
ARTICLE III
The purposes for which it is formed are to engage in any lawful act or
activity for which corporations may be formed under Sections 1701.01 to 1701.98,
inclusive, of the Revised Code.
This corporation reserves the right at any time and from time to time
substantially to change its purpose in the manner now or hereafter permitted by
statute. Any change of the purposes of the corporation which is authorized or
approved by the holders of shares entitling them to exercise the proportion of
the voting power of the corporation now or hereafter required by statue, shall
be binding and conclusive upon every shareholder as if he had voted therefor. No
shareholder, notwithstanding that he may have voted against such change of
purposes or may have objected thereto in writing, shall be entitled to payment
of the fair cash value of his shares.
ARTICLE IV
AUTHORIZED SHARES
Section 1. Number and Class of Shares. The number of shares which the
Corporation is authorized to have issued and outstanding is 12,500,000 shares.
The classes and the aggregate number of shares of each class are as follows:
(a) 10,000,000 Common Shares, without par value; and
(b) 2,500,000 Preferred Shares, without par value.
No holder of Common Shares or Preferred Shares shall have as such, as a
matter of right, the preemptive right to subscribe for or purchase any part of
any new or additional issue of shares of any class whatsoever, or of securities
or other obligations convertible into or exchangeable for any shares of any
class whatsoever or which by warrants or others entitle the holders thereof to
subscribe for or purchase any shares of any class whatsoever, whether now or
hereafter authorized and whether issued for cash or other consideration.
Section 2. Preferred Shares.
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2.1 Issuance in Series. Any unissued or treasury Preferred Shares may
be issued from time to time in one or more series for such consideration as may
be fixed from time to time by the Board of Directors. The Board of Directors is
hereby expressly authorized to adopt amendments to the Articles of Incorporation
in respect of any unissued or treasury Preferred Shares to, among other things,
fix or change (a) the division of Preferred Shares into one or more series, (b)
the designation and authorization number of shares of each series, and (c) the
express terms of each series or Preferred Shares. The express terms of shares of
different series of Preferred Shares shall be identical except that there may be
variations in respect of:
2.1.1 the dividend or distribution rate;
2.1.2 the dates of payments of dividends or distribution and the dates
from which they are cumulative;
2.1.3 redemption rights and price;
2.1.4 liquidation price;
2.1.5 sinking fund requirements;
2.1.6 conversion rights; and
2.1.7 restrictions in the issuance of shares of the same series or of
any other class or series.
2.2 Voting Rights. As to every matter requiring the approval of the
shareholders of the Corporation, every holder of Preferred Shares shall be
entitled to one vote for each Preferred Share standing in his name on the books
of the Corporation, with the same and identical voting rights, except as
otherwise provided herein, as a holder of Common Shares. The Preferred Shares
and Common Shares shall vote together as a single class, except as otherwise
required by law or the Articles of Incorporation.
2.3 Priority of Preferred Shares in Event of Dissolution. In the event
of any dissolution, liquidation or winding up of the affairs of the Corporation,
whether voluntarily or involuntarily, the holders of each series of Preferred
Shares shall be entitled, after payment or provision for payment of the debts
and other liabilities of the Corporation, to receive, out of the net assets of
the Corporation, the amount fixed and determined by the Board of Directors in
any amendment to the Articles of Incorporation providing for the issuance of a
particular series of Preferred Shares, before any distribution shall be made to
the holders of Common Shares. Neither the merger or consolidation of the
Corporation, nor the sale, lease or conveyance of all or part of its assets,
shall be deemed to be a liquidation, dissolution or winding up of the affairs of
the Corporation within the meaning of this Section 2.3.
2.4 Priority of Preferred Shares to Dividends or Other Distributions.
As and when dividends or other distributions payable in cash, property or
capital stock of the Corporation may be declared by the Board of Directors,
holders of Preferred Shares shall be paid a dividend or distribution in an mount
to be determined by the Board of Directors in any amendment to the Articles of
Incorporation before payment of any such dividend or distribution is made to
holder of Common Shares.
ARTICLE V
A. Notwithstanding any provision of the Revised Code of Ohio, now or
hereafter in force, requiring for any purpose the vote of the holders of shares
entitling them to exercise two-thirds or any other proportion of the voting
power of the corporation or of any class or classes of shares thereof, such
action, unless otherwise expressly required by statute, may be taken by the vote
of the holders of shares entitling them to exercise a majority of the voting
power of the corporation or of such class or classes.
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B. The corporation reserves the right to amend, alter, change or repeal
any provision contained in the Articles of Incorporation, in the manner now or
hereafter prescribed or permitted by statute, and all rights conferred upon
shareholders herein are granted subject to this reservation.
C. No person shall be disqualified from being a director of the
corporation because he or she is or may be a party to, and no director of the
corporation shall be disqualified from entering into any contract or other
transaction to which the corporation is or may be party. No contract or other
transaction to which the corporation is or may be a party shall be void or
voidable for the reason that any director or officer or other agent of the
corporation is a party thereto, or otherwise has any direct or indirect interest
in such contract or transaction or in any other party thereto, for reason that
any interested director or officer or other agent of the corporation authorized
or participates in authorization of such contract or transaction, (a) if the
material facts as to such interest are disclosed or are otherwise known to the
Board of Directors at the time the contract or transaction is authorized and at
least a majority of the disinterested members vote for or otherwise take action
authorizing such contract or transaction even though such disinterested
directors as less than quorum, or (b) if the contract or transaction (i) is not
less favorable to the corporation than an arm's length contract or transaction
in which no director or officer or other agent of the corporation has any
interest or (ii) is otherwise fair to the corporation as of the time it is
authorized. Any interested director may be counted in determining the presence
of quorum at any meeting of the Board of Directors which authorized the contract
or transaction.
D. Section 1701.831 of the Ohio revised Code, as amended from time to
time, shall not apply to "control share acquisitions" of shares of stock of the
corporation, as defined in Section 1701.01(Z) of the Ohio Revised Code, as
amended from time to time.
E. No shareholder of the corporation may cumulative voting power in the
election of directors.
ARTICLE VI
The Board of Directors is hereby authorized to determine whether any,
and, if any, what part of the surplus, however created or arising, shall be used
or disposed of or declared in dividends or paid to shareholders, and, without
action of the shareholders, to use and apply such surplus, or any part thereof,
at any time or from time to time, in the purchase or acquisition of shares of
any class now or thereafter authorized, voting-trust certificates for shares,
bonds, debentures, notes, scrip, warrants obligations, evidences of indebtedness
of the corporation, and other securities of the corporation, to such extent or
amount and in such manner and upon such terms as the Board of Directors shall
deem expedient.
ARTICLE VII
The provision of so Section 1701.13(E)(5)(a) of the Ohio Revised Code
or any statue of like tenor or effect which is hereafter enacted shall not apply
to the corporation. The corporation shall, to the fullest extent not prohibited
by any provision of applicable law other than Section 1701.13(E)(5)(a) of the
Ohio Revised Code or any statue or effect which is hereafter enacted, indemnify
each director and officer against any and all costs and expenses (including
attorney fees, judgments, fines, penalties, amounts paid in settlement and other
disbursements) actually and reasonable incurred by or imposed upon such person
in connection with any action, suit, investigation or proceeding (or any claim
or other matter therein), whether civil, criminal, administrative or otherwise
becomes or is threatened to be made a party by reason of being or at anytime
having been, while such a director or officer, an employee or other agent of the
corporation or, at the direction or request of the corporation, a director,
trustee, officer, administrator, manger employee, advisor or other agent of or
fiduciary for any other corporation, partnership, trust venture or other entity
or enterprise including any employee benefit plan.
The corporation shall indemnify any other person to the extent such
person shall be entitled to indemnification under Ohio law by reason of being
successful on the merits or otherwise in defense of an
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action to which such person is named a party by reason of being an employee or
other agent of the corporation and the corporation may further indemnify any
such person if it is determined on a case by case basis by the Board of
Directors that indemnification is proper in the specific case.
Notwithstanding anything to the contrary in these Articles of
Incorporation, no person shall be indemnified to the extent, if any, it is
determined by the Board of Directors or by written opinion of legal counsel
designated by the Board of Directors for such purposes that indemnification is
contrary to applicable law.
ARTICLE VIII
These Amended and Restated Articles of Incorporation supersede and
replace the original articles of PH Group Inc. and its predecessor and all
previously adopted amendments thereto that are in force on the date hereof.