EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
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I
The name of this Corporation is:
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II
The purpose of this Corporation is to engage in any lawful act or activity for
which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business, or the
practice of a profession permitted to be incorporated by the California
Corporation Code.
III
This Corporation is authorized to issue two classes of shares, designated
"Common Stock," and "Preferred Stock." The total number of shares which this
Corporation is authorized to issue is 201,000,000. The number of shares of
Preferred Stock which this Corporation is authorized to issue is 1,000,000. The
number of shares of Common Stock which this Corporation is authorized to issue
is 200,000,000. The Preferred Stock authorized by this Amendment of Articles of
Incorporation shall be issued in one or more series. The Board of Directors of
the Corporation is authorized to determine or alter the rights, preferences,
privileges and restrictions granted or imposed upon any wholly unissued series
of Preferred Stock, and within the limitations or restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of shares constituting any series, to increase or decrease (but not below the
number of shares of any such series then outstanding) the number of shares of
any such series subsequent to the issue of shares of that series, to determine
the designation and par value of any series and to fix the numbers of shares of
any series.
IV
(a) The liability of the directors of this Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
(b) This Corporation is authorized to provide, whether by bylaw, agreement or
otherwise, for the indemnification of agents (as defined in Section 317 of the
General Corporation Law of California (the "GCL")) of this Corporation in excess
of that expressly permitted for those agents by Section
317 of the GCL, for breach of duty to this Corporation and its shareholders to
the extent permissible under California law (as now or hereafter in effect). In
furtherance and not in limitation of the powers conferred by statute: (i) this
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of this Corporation, or is serving
at the request of this Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise (each an "Indemnified Party"), against any liability asserted
against him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not this Corporation would have the
power to indemnify against such liability under the provisions of law; and (ii)
this Corporation may create a trust fund, grant a security interest and/or use
other means (including, without limitation, letters of credit, surety bonds
and/or other similar arrangements), as well as enter into contracts providing
indemnification, to the fullest extent authorized or permitted by law and
including as part thereof provisions with respect to any or all of the foregoing
to ensure the payment of such amounts as may become necessary to effect
indemnification as provided therein, or elsewhere. No such agreement or other
form of indemnification shall be interpreted as limiting in any manner the
rights which such agents would have to indemnification in the absence of such
bylaw, agreement or other form of indemnification.
(c) Any repeal or modification of the foregoing provisions of this Article IV
by the shareholders of this Corporation shall not adversely affect any right or
protection of a current or former Indemnified party existing at the time of such
repeal of modification.
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V
The right of the shareholders of the Corporation to take action by written
consent is hereby expressly eliminated.
VI
Cumulative voting for the election of directors of the Corporation shall be
eliminated effective upon the date when the Corporation becomes, and for as long
as the Corporation is, a "listed corporation" within the meaning of Section
301.5 of the GCL.
VII
Amendment to Articles III, V and VI of the Amended and Restated Articles of
Incorporation of this Corporation shall require the vote of 66-2/3% of the
issued and outstanding shares of stock voting as a whole.
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