Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TSI INTERNATIONAL SOFTWARE LTD.
Constance Galley and Ira Gerard, President and Secretary, respectively, of
TSI International Software Ltd., a corporation organized and existing under the
General Corporation Law of the State of Delaware, in accordance with the
provisions of Section 242 and 245 thereof, DO HEREBY CERTIFY:
FIRST: The name of the corporation is TSI International Software Ltd. TSI
International Software Ltd. was originally incorporated under the same name, and
the original Certificate of Incorporation of the corporation was filed with the
Secretary of State of the State of Delaware on September 9, 1993.
SECOND: That this amendment and restatement of the corporation's Restated
Certificate of Incorporation set forth in the following resolution has been
approved by the corporation's Board of directors and stockholders and was duly
adopted in accordance with the provisions of Section 242 and 245 of the General
Corporation Law of the State of Delaware, and written notice of the adoption of
this Amended and Restated Certificate of Incorporation has been given as
provided by Section 228 of the General Corporation Law of the State of Delaware
to every stockholder entitled to such notice.
NOW, THEREFORE, BE IT RESOLVED, that the Restated Certificate of
Incorporation of this corporation be, and it hereby is, amended and restated to
read in its entirety as follows:
ARTICLE I
The name of the corporation is TSI International Software Ltd.
ARTICLE II
The address of the registered office of the corporation in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle. The name
of its registered agent at that address is The Prentice-Hall Corporation System,
Inc.
ARTICLE III
The purpose of the corporation is to engage in any lawful act of activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.
ARTICLE IV
The total number of shares of all classes of stock which the corporation
has authority to issue is 75,000,000 shares, consisting of two classes:
70,000,000 shares shall be denominated Common Stock, $0.01 par value per share,
and 5,000,00 shares shall be denominated Preferred Stock, $0.01 par value per
share.
The Board of Directors is authorized subject to any limitations prescribed
by the law of the State of Delaware, to provide for the issuance of the shares
of Preferred Stock in one or more series, and, by filing a Certificate of
Designation pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in each such
series, to fix the designation, powers, preferences and rights of the shares of
each such series and any qualifications, limitations or restrictions thereof,
and to increase or decrease the number of shares of any such series (but not
below the number of shares of such series then outstanding). The number of
authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the stock of the corporation entitled to vote,
unless a vote of any other holders is required pursuant to a Certificate or
Certificates establishing a series of Preferred Stock.
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Except as otherwise expressly provided in any Certificate of Designation
designating any series of Preferred Stock pursuant to the foregoing provisions
of this Article IV, any new series of Preferred Stock may be designated, fixed,
and determined as provided herein by the Board of Directors without approval of
the holders of Common stock or the holders of Preferred Stock, or any series
thereof, and any such new series may have powers, preferences and rights,
including without limitation, voting rights, dividend rights, liquidation
rights, redemption rights and conversion rights, senior to junior to or pari
passu with the right sot the Common stock, the Preferred Stock, or any future
class or series of Preferred Stock or Common Stock.
ARTICLE V
The Board of Directors of the corporation shall have the power to adopt,
amend or repeal Bylaws of the corporation.
ARTICLE VI
Election of directors need not be by written ballot unless the Bylaws of
the corporation shall so provide.
ARTICLE VII
To the fullest extent permitted by law, no director of the corporation
shall be personally liable for monetary damages for breach of fiduciary duty as
a direct. Without limiting the effect of the preceding sentence, if the Delaware
General Corporation Law is hereafter amended to authorize the further
elimination or limitation of the liability of a director, then the liability of
a director of the corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware Corporation Law, as so amended.
Neither any amendment nor repeal of this Article VII, nor the adoption of
any provision of this Certificate of Incorporation inconsistent with this
Article VII, shall eliminate, reduce or otherwise adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such amendment, repeal or adoption of such an inconsistent
provision.
IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
has been executed on behalf of the corporation by Constance Galley, its
President, and Ira Gerard, its Secretary, this 26/th/ day of March 1999.
TSI International Software Ltd.
By: /s/ Constance Galley
-------------------------
Name: Constance Galley
Title: President
By: /s/ Ira Gerard
-------------------------
Name: Ira Gerard
Title: Secretary
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TSI INTERNATIONAL SOFTWARE LTD.
* * * * * *
TSI International Software Ltd., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That, by unanimous written consent dated February 1, 2000 in
accordance with Section 141(f) of the General Corporation Law of the State of
Delaware, the Board of Directors of the Corporation, duly adopted a resolution
setting forth a proposed amendment to the Amended and Restated Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable and
directed that the matter be submitted to the stockholder of the Corporation for
the approval of said amendment.
SECOND: That said amendment would amend the Amended and Restated
Certificate of Incorporation of the Corporation by amending and restating in its
entirety Article FIRST and substituting in lieu thereof the following new
paragraph of Article FIRST:
"FIRST: The name of the corporation is Mercator Software, Inc. (the
"Corporation")."
THIRD: That the foregoing amendment to the Amended and Restated Certificate
of Incorporation of the Corporation was duly adopted by the stockholders of the
Corporation at a Special Meeting in accordance with the applicable provisions of
Sections 222 and 242(b) of the General Corporation Law of the State of Delaware.
FOURTH: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FIFTH: That the above referenced name change shall be effective as of
April 3, 2000.
IN WITNESS WHEREOF, said TSI International Software Ltd. has caused this
certificate to be signed by Ms. Galley, its President, and attested by Mr.
Gerard, its Secretary, this 29th day of March, 2000.
TSI INTERNATIONAL SOFTWARE LTD.
BY: /s/ Constance F. Galley
-----------------------
President
ATTEST:
BY: /s/ Ira Gerard
---------------------
Secretary
CERTIFICATE OF OWNERSHIP AND MERGER
OF
BRAID GROUP LIMITED
a Bermuda corporation
INTO
MERCATOR SOFTWARE, INC.
a Delaware corporation
_________________________
Pursuant to the provisions of Section 253 of the General Corporate Law of
the state of Delaware the undersigned Company DOES HEREBY CERTIFY THAT:
FIRST: Mercator Software, Inc. (the "Company") is a business corporation
organized under the General Corporation Law of the State of Delaware.
SECOND: The Company is the owner of all of the issued and outstanding
shares of each class of stock of Braid Group Limited ("Braid"), a business
corporation organized under the Laws of Bermuda.
THIRD: The laws of the jurisdiction of organization of Braid permit the
merger of a business corporation of that jurisdiction with a business
corporation of another jurisdiction.
FOURTH: That the Board of Directors of the Company on February 1, 2000
unanimously agreed by written consent in lieu of a meeting to merge Braid into
the Company, and did adopt the following resolutions:
RESOLVED: That this Company is the owner of all of the issued and outstanding
shares of each class of stock of Braid, a business corporation
organized under the Laws of Bermuda, and that Braid be merged into
this Company, and that all of the estate, property, rights,
privileges, powers, and franchises of Braid be vested in and
enjoyed by this Company as fully and entirely and without change or
diminution as the same were before held and enjoyed by Braid in its
name.
RESOLVED: That this Company assume all of the obligations of Braid.
RESOLVED: That the separate existence of Braid shall cease upon the effective
date of the merger pursuant to the provisions of the Laws of
Bermuda; and this Company shall continue its existence as the
surviving corporation pursuant to the provisions of the General
Corporation Law of the State of Delaware.
RESOLVED: That the issued and outstanding shares of capital stock of Braid
shall not be converted in any manner, but each said share which is
issued as of the effective date of the merger shall be surrendered
and extinguished.
RESOLVED: That the proper officers of this Company be and they are, and each
of them singly is, hereby authorized and directed to execute,
deliver and acknowledge a Certificate of Ownership and Merger and
to cause the same to be filed in the office of the Secretary of the
State of Delaware, and to do all acts and things whatsoever,
whether within or
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without Bermuda or the State of Delaware, which may be necessary or
proper to effect said merger.
RESOLVED: That the merger shall become effective upon the effective filing of
all documents or instruments necessary to perfect such merger
pursuant to the requirements of the Laws of Bermuda and the General
Corporation Law of the State of Delaware.
RESOLVED: That the officers of the Company are, and each of them is, hereby
authorized and empowered, for and on behalf of the Company, to
execute and deliver any and all other documents, papers or
instruments and to do or cause to be done any and all such acts and
thing as they, or any of them, may deem necessary, appropriate or
desirable in order to enable the Company fully and promptly to
carry out the purposes and intents of the foregoing resolutions.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned Company has caused this
Certificate of Ownership and Merger to be duly executed as of this 18th day of
April, 2000.
MERCATOR SOFTWARE, INC.
A Delaware Corporation
By: /s/ Constance F. Galley
-----------------------
Name: Constance F. Galley
Title: President
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MERCATOR SOFTWARE, INC.
Mercator Software, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by unanimous written
consent on April 20, 2000, in accordance with the provisions of
Section 141(f) of the General Corporation Law of Delaware, duly
adopted a resolution setting forth a proposed amendment to the Amended
and Restated Certificate of Incorporation of the Company (the
"Certificate of Amendment"). The resolutions setting forth the
proposed amendment are as follows:
RESOLVED: That, subject to stockholder approval, the Amended and Restated
Certificate of Incorporation of the Corporation (the "Certificate
of Incorporation") be, and it hereby is, amended to increase the
number of authorized shares of common stock, $.01 par value per
share (the "Common Stock") of the Corporation, from 70,000,000
shares to 190,000,000 shares, and that such amendment is deemed
advisable and is hereby recommended to the stockholders of the
Corporation for their approval.
RESOLVED: That, subject to stockholder approval of the preceding
resolution, the President and any Vice President of the
Corporation be, and each of them acting singly hereby is,
authorized in the name and on behalf of the Corporation to
prepare, execute, affix the Corporation's seal to, and file the
appropriate Certificate of Amendment with the Secretary of State
of the State of Delaware in order to effect the amendment to the
Certificate of Incorporation set forth in the preceding
resolution.
SECOND: That the stockholders of the Corporation duly adopted such resolutions
at an annual meeting of stockholders held on June 19, 2000 in
accordance with the provisions of Section 216 of the General
Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted by such written consent
of the Board of Directors of the Corporation and at an annual meeting
of the stockholders of the Corporation in accordance with the
applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware, and the first paragraph of Article FOURTH of
the Certificate of Incorporation is hereby deleted in its entirety and
replaced in its entirety to read as follows:
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"ARTICLE IV:
The total number of shares of all classes of stock which the
corporation has the authority to issue is 195,000,000 shares,
consisting of two classes: 190,000,000 shares shall be denominated
Common Stock, $0.01 par value per share, and 5,000,000 shares shall be
denominated Preferred Stock, $0.01 par value per share."
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, said Mercator Software, Inc. has caused this
certificate to be signed by Constance Galley, its President, and Gerald Klein,
its Secretary, this 30th day of October, 2000.
MERCATOR SOFTWARE, INC.
BY: /s/ Constance Galley
---------------------------
Name: Constance Galley
Title: President
BY: /s/ Gerald Klein
----------------------
Name: Gerald Klein
Tittle: Secretary