State of Delaware
Secretary of state
division of corporations
filed 09:00 am 03/06/2003
030150104 - 3633160
CERTIFICATE OF INCORPORATION
OF
NANG, INCORPORATED
THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Laws of the State of Delaware, does hereby certify as follows:
1. The name of the Corporation is:
NANG, INCORPORATED
2. The address of the registered office of the Corporation in the State
of Delaware is:
The Brandywine Building
1000 West Street, 17th Floor
Wilmington, Delaware 19801
New Castle County
3. The registered agent in charge thereof is:
Corporation Guarantee and Trust Company.
4. The purpose of the Corporation is to engage in any lawful act or
activity for which a Corporation may be organized under the General
Corporation Law of Delaware.
5. The Corporation is authorized to issue capital stock to the extent of:
1,000 Shares of Common Stock, $0.001 par value
The Board of Directors shall have the authority to fix, by resolution such
designations, powers, preferences, rights qualifications, limitations or
restrictions of the Preferred Stock that may be desired.
6. The Board of Directors is authorized and empowered to make, alter,
amend and rescind the By-Laws of the Corporation, but By-Laws made by the
Board may be altered or repealed, and new By-Laws made by the stockholders.
7. No contract or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and any other
corporation, partnership, association, or other organization in which one
or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or
solely because the director or officer is present at or participates in the
meeting of the board or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such
purpose, if:
The material facts as to his interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee, and the Board or committee in good faith authorizes the contract
or transaction by a vote sufficient for such purpose without counting the
vote of the interested director or directors; or
The material facts as to his interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good
faith by vote of the stockholders; or
The contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified by the Board of Directors, a
committee thereof, or the stockholders.
Interested Directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.
8. INDEMNIFICATION AND INSURANCE:
(a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party
or is threatened to be made a party or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter 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 employee benefit plans, whether the basis
of such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that
such amendment permits the corporation to
provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorney's fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and
such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her
heirs, executors and administrators, provided, however, that except as
provided in paragraph (b) hereof, initiated by such person only if such
proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this Section
shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition, provided, however, that if the Delaware
General Corporation Law requires, the payment of such expenses incurred by
a director or officer in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
person while a director of officer, including without limitations, service
to an employee benefit plan) 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 advanced if it shall be ultimately determined that such director
or officer is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of its Board of Directors,
provide indemnification to employees and agents of the Corporation with the
same scope and effect as the foregoing indemnification of directors and
officers.
(b) RIGHT OF CLAIMANT TO BRING SUIT:
If a claim under paragraph (a) of this Section is not paid in full by
the Corporation within thirty days after a written claim has been received
by the Corporation, the claimant may at any time thereafter bring suit
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 expense of prosecuting such claim. It shall be a defense to any
action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition
where 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, but the
burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) to have made a determination prior to
the commencement of such action that because he or she has met the
applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to the action
or create a presumption that the claimant has not met the applicable
standard of conduct.
(c) Notwithstanding any limitation to the contrary contained in
sub-paragraphs 8(a) and (b), the Corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and
all persons whom it shall have power to indemnify under said section from
and against any and all of the expenses, liabilities or other matters
referred to in or covered by said liabilities or other matters referred to
in or covered by said section, and the indemnification provided for herein
shall not be deemed exclusive under any By-Law, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action in
his official capacity and as to action in another capacity while holding
office, and shall continue as to a person who has ceased to be director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
(d) INSURANCE:
The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
9. Under Section 102(b)(7) of the Delaware General Corporation Law, and
other provisions of the Delaware Corporation Law, no Director shall be
personally liable to the Corporation or its stockholders for monetary
damages for any breach of fiduciary duty by such director as a director.
Notwithstanding the foregoing sentence, a director shall be liable to the
extent provided by applicable law (i) for breach of the 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) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived
an improper personal benefit. No amendment to or repeal of this Article 9
shall apply to or have any effect on the liability or alleged liability of
any director of the Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment.
10. Election of Directors need not be by written ballot unless so provided
in the By-Laws of the Corporation.
11. Except as otherwise required by statute, the books and records of the
Corporation may be kept outside of the State of Delaware, at such place or
places as provided in the By-Laws of the Corporation or from time to time
designated by the Board of Directors.
12. The name and address of the incorporator is as follows:
NAME ADDRESS
Cecile Coady 111 Presidential Boulevard, Suite 158
Bala Cynwyd, PA 19004
13. The powers of the incorporator shall terminate upon the execution by
said incorporator of a resolution designating and electing the Board of
Directors of this Corporation to hold office for the ensuing year and until
successors are chosen and qualified.
IN WITNESS WHEREOF, the incorporator has hereunder set her hand and seal
this 10th day of February, 2003.
/s/ Cecile T. Coady
-----------------------------
Cecile T. Coady, Incorporator