EXHIBIT 3.1
CERTIFICATE OF MERGER
OF
LORAL SATELLITE CORPORATION
INTO
ORION NETWORK SYSTEMS, INC.
The undersigned corporation, organized and existing under and by virtue of
the Delaware General Corporation Law, does hereby certify:
First: That the name and state of incorporation of each constituent
corporations to the Merger are as follows:
Name State of Incorporation
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Loral Satellite Corporation Delaware
Orion Network Systems, Inc. Delaware
SECOND: That an Agreement and Plan of Merger dated as of October 7, 1997,
as amended (the "Merger Agreement"), by and among Loral Satellite Corporation,
Orion Network Systems, Inc., and Loral Space & Communications Ltd., a Bermuda
company, has been approved, adopted, certified, executed and acknowledged by
each of the constituent corporations in accordance with the requirements of
Section 251 of the Delaware General Corporation Law.
THIRD: That the name of the surviving corporation of the merger is Orion
Network Systems, Inc. (the "Surviving Corporation"), which name shall be changed
to Loral Orion Network Systems, Inc.
FOURTH: That the Certificate of Incorporation of the Surviving Corporation
shall be amended and restated in its entirety as set forth on Exhibit A hereto.
FIFTH: That the executed Merger Agreement is on file at an office of the
Surviving Corporation located at 2440 Research Boulevard, Suite 400, Rockville,
Maryland 20850.
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SIXTH: That a copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of the
constituent corporations
IN WITNESS WHEREOF, Orion Network Systems, Inc. has caused this
Certificate of Merger to be signed by David J. Frear, its authorized officer,
this 20th day of March 1998.
ORION NETWORK SYSTEMS, INC.
By:
--------------------------------------
David J. Frear
Senior Vice President, Chief Financial
Officer and Treasurer
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Exhibit A
RESTATED CERTIFICATE OF INCORPORATION
OF
LORAL ORION NETWORK SYSTEMS, INC.
1. The name of the corporation (the "Corporation") is Loral Orion Network
Systems, Inc.
2. The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle.
The name of the registered agent of the Corporation at such address is The
Corporation Trust Company.
3. The nature of the business of, and the purpose to be conducted or promoted
by, the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the Delaware General Corporation Law.
4. The total number of shares of stock which the Corporation shall have
authority to issue is one thousand (1,000) shares of Common Stock, par value
$.01 per share.
5. In furtherance and not in limitation of the power conferred by statute, the
by-laws of the Corporation may be made, altered, amended or repealed by the
stockholders or by a majority of the entire board of directors.
6. 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
Section 291 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 Section 279 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
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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
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.
7. Elections of directors need not be by written ballot.
8. Indemnification.
A. Authorization of Indemnification. Each person who was or is a party or
is threatened to be made a party to or is involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether by or in the right of the Corporation or otherwise (a
"proceeding"), by reason of the fact that he or she, or a person of whom he or
she is the legal representative, is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan, shall be (and shall be deemed to have a contractual right
to be) indemnified and held harmless by the Corporation (and any successor to
the Corporation by merger or otherwise) to the fullest extent authorized by, and
subject to the conditions and (except as provided herein) procedures set forth
in the Delaware General Corporation Law, as the same exists or may hereafter be
amended (but any such amendment shall not be deemed to limit or prohibit the
rights of indemnification hereunder for past acts or omissions of any such
person insofar as such amendment limits or prohibits the indemnification rights
that said law permitted the Corporation to provide prior to such amendment),
against all expenses, liabilities and losses (including attorney's fees,
judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith; provided, however, that the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person (except for a suit or action pursuant to subsection B
only if such proceeding (or part thereof) was authorized by the board of
directors of the Corporation. Persons who are not directors or officers of the
Corporation may be similarly indemnified in respect of such service to the
extent authorized at any time by the board of directors of the Corporation. The
indemnification conferred in this subsection A also shall include the right to
be paid by the Corporation (and such successor) the expenses (including
attorney's fees) incurred in the defense of or other involvement in any such
proceeding in advance of its final disposition (including in the case of a
director or former director expenses of separate legal counsel, up to a maximum
of $50,000, but only in the event that the director or former director as the
indemnified party reasonably determines, assuming an outcome unfavorable to such
indemnified party, that there is a reasonable probability that such proceeding
may materially and adversely affect such indemnified party, or that there may be
legal defenses available to such indemnified
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party that are different from or in addition to those available to the
Corporation); provided, however, that, if and to the extent the Delaware General
Corporation Law requires, the payment of such expenses (including attorney's
fees) incurred by a director or officer in advance of the final disposition of a
proceeding shall be made only upon delivery to the Corporation of an undertaking
by or on behalf of such director or officer to repay all amounts so paid in
advance if it shall ultimately be determined that such director or officer is
not entitled to be indemnified under this subsection A or otherwise; and
provided further, that, such expenses incurred by other employees and agents may
be so paid in advance upon such terms and conditions, if any, as the board of
directors deems appropriate.
B. Right of Claimant to Bring Action against the Corporation. If a claim
under subsection A of this section is not paid in full by the Corporation within
sixty days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring an action against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expenses of prosecuting such
action. It shall be a defense to any such action (other than an action brought
to enforce a claim for expenses incurred in connection with any proceeding in
advance of its final disposition whether the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant has not met
the standards of conduct which make it permissible under the Delaware General
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed or is otherwise not entitled to indemnification under subsection A of
this section but the burden of proving such defense shall be on the Corporation.
The failure of the Corporation (in the manner provided under the Delaware
General Corporation Law) to have made a determination prior to or after the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law shall not be a defense to the
action or create a presumption that the claimant has not met the applicable
standard of conduct. An actual determination by the Corporation (in the manner
provided under the Delaware General Corporation Law) after the commencement of
such action that the claimant has not met such applicable standard of conduct
shall not be a defense to the action, but shall create a presumption that the
claimant has not met the applicable standard of conduct.
C. Non-exclusivity. The rights to indemnification and advance payment of
expenses provided by subsection A of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification and advance payment
of expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.
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D. Survival of Indemnification. The indemnification and advance payment of
expenses and rights thereto provided by, or granted pursuant to, subsection A of
this section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the personal representatives, heirs,
executors and administrators of such person.
E. Insurance. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person or incurred by such person in any such capacity, or
arising out of such person's status as such, and related expenses, whether or
not the Corporation would have the power to indemnify such person against such
liability under the provisions of the Delaware General Corporation Law.
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