Exhibit 3.1
CERTIFICATE OF AMENDMENT
ALLIED RESEARCH CORPORATION
Allied Research Corporation, a corporation organized and existing under
the Delaware General Corporation Law (the "Corporation"), by virtue of a
Certificate of Incorporation filed with the Secretary of State of Delaware on
July 20, 1961, which Certificate has been subsequently amended from time to
time, does hereby certify that:
FIRST: The charter of the Corporation is hereby amended by
deleting the first paragraph in Article FOURTH in its entirety and by
substituting in lieu thereof the following:
The total number of shares of stock which the
Corporation has authority to issue is thirty-one million
(31,000,000) shares, thirty million (30,000,000) of
which shall be Common Stock of the par value of ten
cents ($0.10) per share, and one million (1,000,000) of
which shall be Preferred Stock without par value.
SECOND: The foregoing amendment of the Corporation's charter was duly
adopted by the Corporation's board of directors and stockholders pursuant to the
requirements of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, ALLIED RESEARCH CORPORATION has caused these
presents to be signed in its name and on its behalf by its President and its
corporate seal to be hereunder affixed and attested by its Secretary on this
6/th/ day of June, 2002.
ATTEST: ALLIED RESEARCH CORPORATION
_____________________________ By: _____________________________________
John G. Meyer, Jr., Secretary J. H. Binford Peay, III
Chairman of the Board,
President and Chief Executive Officer
CERTIFICATE OF AMENDMENT
ALLIED RESEARCH ASSOCIATES, INC.
Allied Research Associates, Inc., a corporation organized and existing
under the Delaware General Corporation Law (the "Corporation"), by virtue of a
Certificate of Incorporation filed with the Secretary of State of Delaware on
July 20, 1961, which Certificate has been subsequently amended from time to time
(most recently by a Restated Certificate of Incorporation filed with the
Secretary of State of Delaware on June 29, 1984, and a Certificate of Amendment
filed with the Secretary of State of Delaware on June 3, 1987), does hereby
certify that:
FIRST: The charter of the Corporation is hereby amended by deleting
Article FIRST in its entirety and by substituting in lieu thereof the following:
FIRST: The name of the Corporation is Allied Research Corporation.
SECOND: The foregoing amendment to the Corporation's charter was duly
adopted by the Corporation's board of directors and stockholders pursuant to the
requirements of Section 242 of the Delaware General Corporation law.
IN WITNESS WHEREOF, ALLIED RESEARCH ASSOCIATES, INC. has caused these
presents to be signed in its name and on its behalf of its President and its
corporate seal to be hereunder affixed and attested by its secretary on this
24/th/ day of May, 1988.
ATTEST: ALLIED RESEARCH ASSOCIATES, INC.
_________________________________(SEAL) By: _______________________________
Reinald W. Carter, M. B. Ruffin, President
Secretary
CERTIFICATE OF AMENDMENT
ALLIED RESEARCH ASSOCIATES, INC.
Allied Research Associates, Inc., a corporation organized and existing
under the Delaware General Corporation Law (the "Corporation"), by virtue of a
Certificate of Incorporation filed with the Secretary of State of Delaware on
July 20, 1961, which Certificate has been subsequently amended from time to time
(most recently by a Restated Certificate of Incorporation filed with the
Secretary of State of Delaware on June 29, 1984), does hereby certify that:
FIRST: The charter of the Corporation is hereby amended by adding the
following as Article SIXTEENTH thereof:
SIXTEENTH: A director of the Corporation shall not be
liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from
liability or limitation thereof is not permitted under
the Delaware General Corporation Law as the same exists
or may hereafter be amended from time to time. Any
repeal or modification of the foregoing by the
stockholders of the Corporation shall not adversely
affect any right or protection of a director existing at
the time of such repeal or modification.
SECOND: The foregoing amendment to the Corporation's charter was duly
adopted by the Corporation's board of directors and stockholders pursuant to the
requirements of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, ALLIED RESEARCH ASSOCIATES, INC. has caused these
presents to be signed in its name and on its behalf by its President and its
corporate seal to be hereunder affixed and attested by its Secretary on this
28th day of May, 1987.
ATTEST: ALLIED RESEARCH ASSOCIATES, INC.
______________________________(SEAL) By: _______________________________
Reinald W. Carter, M. B. Ruffin, President
Secretary
RESTATED CERTIFICATE OF INCORPORATION
ALLIED RESEARCH ASSOCIATES, INC.
ALLIED RESEARCH ASSOCIATES, INC., a corporation organized and existing
under the Delaware General Corporation Law (the "Corporation"), by virtue of a
Certificate of Incorporation filed with the Secretary of State of Delaware on
July 20, 1961, which Certificate has been subsequently amended from time to
time, does hereby certify that:
FIRST: The Corporation desires to restate its charter as currently in
effect. The following provisions are all of the provisions of the charter of the
Corporation currently in effect:
"FIRST: The name of the Corporation is ALLIED RESEARCH
ASSOCIATES, INC.
SECOND: Its principal office in the State of Delaware is
located at 129 South State Street, in the City of Dover, County of
Kent. The name and address of its resident agent is United States
Corporation Company, 129 South State Street, Dover, Delaware.
THIRD: The nature of the business, or objects or purposes to
be transacted, promoted or carried on are:
To engage in research, development, analysis, design,
engineering, investigation and consultation in any and all
scientific or technological fields, including but not limited
to the fields of aeronautics, applied mathematics, applied
mechanics, astronautics, chemistry, electronics,
instrumentation, geophysics, materials, mechanical design,
physics, production, propulsion, shock, vibration and systems.
To manufacture, create, construct, assemble or otherwise
produce, design, prepare, engineer, use, test, develop,
experiment with, remodel, install, operate, purchase or
otherwise acquire, invest in, own, mortgage, sell, lease,
assign or otherwise dispose of, trade or deal in or with,
instruments, controls, materials, equipment and property of
every character in any and all scientific or technological
fields, including but not limited to the fields of
aeronautics, applied mathematics, applied mechanics,
astronautics, chemistry, electronics, instrumentation,
geophysics, materials, mechanical design, physics, production,
propulsion, shock, vibration and systems.
To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise
dispose of, trade, deal in and deal with equipment, machinery,
appliances, materials, goods, wares and merchandise and
personal property of every class and description.
To buy, exchange, contract for, lease, and in any and all
other ways, acquire, take, hold and own, and to deal in, sell,
mortgage, lease or otherwise dispose of real property, and
rights and interests in and to real property, and to manage,
operate, maintain, improve and develop the same.
To acquire, and pay for in cash, stock, or bonds of the
Corporation or otherwise, the good will, rights, assets and
property, and to undertake or assume the whole or any part of
the obligations or liabilities of any person, firm,
association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage or otherwise dispose of letters patent of
the United States or any foreign country, patent rights,
licenses and privileges, inventions, improvements and
processes, copyrights, trade marks and trade names, relating
to or useful in connection with any business of this
Corporation.
To acquire by purchase, subscription or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange,
transfer, mortgage, pledge or otherwise dispose of or deal in
or with any of the shares of capital stock, or any voting
trust certificates in respect of shares of capital stock, or
any script, warrants, rights, bonds, debentures, notes, trust
receipts, obligations, evidences of indebtedness or interest
or other securities or choses in action, issued or created by
any corporations, joint stock companies, syndicates,
associations, firms, trusts or persons, public or private, or
by the government of the United States of America, or by any
foreign government, or by any state, territory, province,
municipality or other political subdivision or by any
governmental agency, and as owner thereof to possess and
exercise all the rights, powers, and privileges of ownership,
including the right to execute consents and vote thereon, and
to do any and all acts and things necessary or advisable for
the preservation, protection, improvement and enhancement in
value thereof.
To enter into, make and perform contracts of every kind and
description with any person, firm, association, corporation,
municipality, county, state, body politic or government or
colony or dependency thereof.
To borrow or raise moneys for any of the purposes of the
Corporation and, from time to time, without limit as to
amount, to draw, make, accept, endorse, execute and issue
promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of
any thereof and of the interest thereon by mortgage upon or
pledge, conveyance or assignment in trust of the whole or any
part of the property of the Corporation, whether at the time
owned or thereafter acquired, or by assignment of the
proceeds, applicable to the Corporation's interest, in any,
and all oil, gas and other hydrocarbons or minerals produced
from any properties in which the Corporation may own any
interest or by assignment of any moneys owing or to be owing
to the Corporation, or otherwise and to sell, pledge or
otherwise dispose of such bonds or other obligations of the
Corporation for its corporate purposes.
To buy, sell or otherwise deal in notes, open accounts, and
other similar evidences of debt; to loan and advance money or
give credit, upon or without interest, and with or without
security for the repayment thereof, and on such terms as may
seem expedient; to form, promote and subsidize companies,
syndicates and partnerships of all kinds; to give any
guarantee for the payment of money or the performance of any
obligation or undertaking, and to become surety for any
person, firm or corporation.
To purchase, hold, sell and transfer the shares of its own
capital stock; provided it shall not use its funds or property
for the purchase of its own shares of capital stock when such
use would cause any impairment of its capital except as
otherwise permitted by law, and provided further that shares
of its own capital stock belonging to it shall not be voted
upon directly or indirectly.
To have one or more offices, to carry on all or any of its
operations and business and, without restriction or limit as
to amount, to purchase or otherwise acquire, hold, own,
mortgage, sell, convey or otherwise dispose of real and
personal property of every class and description in any of the
States, districts, territories or colonies of the United
States, and in any and all foreign countries, subject to the
laws of such State, district, territory, colony or country.
In general, to carry on any other business in connection with
the foregoing, and to have and exercise all the powers
conferred by the laws of Delaware upon corporations formed
under the act hereinafter referred to, and to do any or all of
the things hereinafter
referred to, and to do any or all of the things hereinbefore
set forth to the same extent as natural persons might or could
do; provided, however, that nothing herein contained shall be
deemed to authorize this Corporation to carry on within the
State of Delaware any public utility business.
The objects and purposes specified in the foregoing clauses
shall, except where otherwise expressed, be in nowise limited
or restricted by reference to, or influence from, the terms of
any other clause in this certificate of incorporation, but the
objects and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent
objects and purposes.
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is Eleven Million
(11,000,000) shares of all classes of stock; of which Ten Million
(10,000,000) shares shall be Common Stock and have a par value of ten
cents ($0.10) per share and One Million (1,000,000) shares shall be
Preferred Stock and be without par value.
The Preferred Stock may from time to time be divided into and
issued for one or more series. The different series shall be
established and designated, and the variations in the relative rights
and preferences as between the different series shall be fixed and
determined, by the Board of Directors as herein provided. In all other
respects all shares of Preferred Stock shall be identical.
The Preferred Stock may be issued from time to time by
authority of the Board of Directors for such consideration as from time
to time may be fixed by resolution or resolutions of the Board of
Directors providing for the issue of such stock.
The Board of Directors is hereby expressly authorized, subject
to the provisions of this Certificate of Incorporation, to establish
one or more series of Preferred Stock and, with respect to each series,
to fix and determine by resolution or resolutions providing for the
issue of such stock.
(a) the number of shares to constitute such series and the
distinctive designation thereof;
(b) the dividend rate, if any, on the shares of such
series, the dividend payment dates, and whether or not the
dividends are cumulative;
(c) whether or not the shares of such series shall be
redeemable and, if redeemable, the redemption prices which
the shares of such series shall be entitled to receive and
the terms and manner of redemption;
(d) the preferences, if any, and the amounts which the
shares of such series shall be entitled to receive and all
other special or relative rights of the shares of such
series, upon the voluntary and involuntary liquidation of,
or upon any distribution of the assets of, the Corporation;
(e) whether or not the shares of such series shall be
subject to the operation of retirement or sinking funds to
be applied for redemption of such shares and, if such
retirement or sinking fund or funds be established, the
annual amount thereof and the terms and provisions relative
to the operation thereof;
(f) whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of any other
class or classes or of any other series of the same or any
other class or classes of stock of the corporation and the
conversion price or prices or ratio or ratios or the rate
or rates at which such exchange may be made, with such
adjustments, if any, as shall be stated in such resolution;
(g) whether or not the shares of such series shall have
voting rights, full or limited or no voting rights, and if
any voting rights, the conditions under which the shares of
such series shall vote as a separate class; and
(h) such other designations, preferences and relative,
participating, optional or other special rights and
qualifications, limitations or restrictions of such series
to the full extent now or hereafter permitted by the laws
of the State of Delaware.
Notwithstanding the fixing of the number of shares
constituting a particular series, the Board of Directors may at any
time thereafter authorize the issuance of additional shares of the same
series.
No holder of any shares of any class of stock of the
Corporation now or hereafter authorized shall have any preferential or
pre-emptive right to subscribe for, purchase or receive stock,
obligations, warrants, rights to subscribe to stock or other securities
of the Corporation of any class whether now or hereafter authorized.
FIFTH: The minimum amount of capital with which the
Corporation will commence business is $1,000.
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.
EIGHTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized:
To make, alter or repeal the by-laws of the Corporation.
To authorize and cause to be executed mortgages and liens upon
the real and personal property of the Corporation.
To set apart out of any of the funds of the Corporation
available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserve in the manner in which
it was created.
By resolution or resolutions passed by a majority of the whole
Board to designate one or more committees, each committee to
consist of two or more of the directors of the Corporation,
which, to the extent provided in said resolution or
resolutions or in the by-laws of the Corporation, shall have
and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation and
may have power to authorize the seal of the Corporation to be
affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in
the by-laws of the Corporation or as may be determined from
time to time by resolution adopted by the Board of Directors.
When and as authorized by the affirming vote of the holders of
a majority of the stock issued and outstanding having voting
power given at a stockholders' meeting duly called for that
purpose, or when authorized by the written consent of the
holders of a majority of the voting stock issued and
outstanding, to sell, lease or exchange all of the property
and assets of the Corporation, including its good will and its
corporate franchises, upon such terms and conditions and for
such consideration, which may be in whole or in part shares of
stock in, and/or other securities of, any other corporation or
corporations, as its Board of Directors shall deem expedient
and for the best interests of the Corporation.
NINTH: Each director and each officer of the Corporation and
each person who shall serve at the request of the Corporation as a
director or officer of another corporation in which the Corporation
owns shares of capital stock or of which it is a creditor, including,
in each instance, a former director or officer and the heirs, legatees,
devisees and personal representatives of a deceased director or
officer, shall be indemnified by the Corporation against expenses
(including attorneys' fees and, to the extent permitted by
law, any amount paid in settlement) actually and necessarily
incurred by them in connection with the defense of any action,
suit or proceeding (including any appeal therein) in which
they or any of them are made parties or a party by reason of
being or having been directors or officers or a director or
officer of the Corporation or of any such other corporation,
except in relation to matters as to which any such director or
officer or former director or officer shall be adjudged in
such action, suit or proceeding to be liable for negligence or
misconduct in the performance of his duties as such director
or officer. The foregoing right of indemnification shall not
be deemed to be exclusive of any other rights to which those
indemnified may be entitled as a matter of law or under any
by-law, agreement, vote of stockholders, or otherwise, and
shall be in addition to such compensation for services
rendered and reimbursed for expenses incurred as shall be
determined from time to time by the Board of Directors of the
Corporation.
TENTH: No contract or other transaction between the
Corporation and any other corporation shall be affected or invalidated
by the fact that any one or more of the directors of this Corporation
is or are interested in or is or are a director or directors or officer
or officers of such other corporation, and no contract or other
transaction between the Corporation and any other person or firm shall
be affected or invalidated by the fact that any one or more directors
of this Corporation is a party to, or are parties to, or interested in,
such contract or transaction; provided that in each such case the
nature and extent of the interest of such director or directors in such
contract or other transaction and/or the fact that such director or
directors is or are a director or directors or officer or officers of
such other corporation is disclosed at the meeting of the Board of
Directors at which such contract or other transaction is authorized.
ELEVENTH: 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
creditors or stockholders 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 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 shall, if sanctioned by the court to which the said
application has been made, be binding on all 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.
TWELFTH: Except as otherwise provided herein or by law, each
stockholder shall be entitled to one vote for each share of the capital
stock of the Corporation having voting power held by such stockholder.
THIRTEENTH: Meetings of stockholders and the Board of
Directors may be held without the State of Delaware, if the by-laws so
provide. The books of the Corporation may be kept (subject to any
provision contained in the statutes) outside of the State of Delaware
at such place or places as may be from time to time designated by the
Board of Directors or in the by-laws of the corporation.
FOURTEENTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this certificate of
incorporation, in the manner now or hereafter prescribed by statute,
and all rights conferred upon stockholders herein are granted subject
to this reservation.
FIFTEENTH: A. As used in this Article FIFTEENTH:
(1) "Affiliate" means a Person that directly or
indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common
control with, the Person specified.
(2) "Associate" when used to indicate a relationship
with any Person, means (i) any corporation or
organization (other than the Corporation or a
majority-owned subsidiary of the Corporation) of which
such Person is an officer, director or partner or is,
directly or indirectly, the beneficial owner of 10% or
more of any class of equity securities; (ii) any trust
or other estate in which such Person has a substantial
beneficial interest or as to which such Person serves as
trustee or in a similar fiduciary capacity; and (iii)
any relative or spouse of such Person, or any relative
of such spouse, who has the same home as such Person or
who is a director or officer of the Corporation or any
of its parents or subsidiaries.
(3) "Beneficial Owner" shall mean:
(i) Any Person who, directly or indirectly,
through any contract, arrangement, understanding,
relationship, or otherwise has or shares (a) voting
power which includes the power to vote, or to direct the
voting of, such security and/or (b) investment power
which includes the power to dispose, or to direct the
disposition, of such security;
(ii) Any Person who, directly or indirectly,
creates or uses a trust, proxy, power of attorney,
pooling arrangement or any other contract, arrangement,
or device with the purpose or effect of divesting such
Person of beneficial ownership of a security or
preventing the vesting of such beneficial ownership as
part of a plan or scheme to evade the reporting
requirements of the Federal securities acts shall be
deemed to be the Beneficial Owner of such security; and
(iii) A Person is also deemed to be the Beneficial
Owner of a security if that Person has the right to
acquire beneficial ownership of such security within
sixty days, including but not limited to any right to
acquire (a) through the exercise of any option, warrant
or right; .(b) through a conversion of a security; (c)
pursuant to the power to revoke a trust, discretionary
account, or similar arrangement; or (d) pursuant to the
automatic termination of a trust, discretionary account
or similar arrangement; provided, however, any Person
who acquires a security or power specified in paragraphs
(a), (b) or (c) of this subparagraph, with the purpose
or effect of changing or influencing the control of the
Corporation, or in connection with or as a participant
in any transaction having such purpose or effect,
immediately upon such acquisition shall be deemed to be
the Beneficial Owner of the security which may be
acquired through the exercise or conversion of such
security or power.
(4) "Business Combination" shall include:
(i) Any merger or consolidation of the Corporation
with or into any Dominant Stockholder;
(ii) The sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a
series of transactions) to or with any Dominant
Stockholder of any assets of the Corporation or any
subsidiary thereof which assets have an aggregate fair
market value of 10% or more of the Corporation's net
worth as of the end of its most recently ended fiscal
quarter as determined by its independent auditors;
(iii) The issuance or transfer by the Corporation
or any subsidiary thereof (in one transaction or a
series of transactions) of any securities of the
Corporation or any
subsidiary thereof to
any Dominant Stockholder which securities have
immediately prior to such transaction an aggregate fair
market value of 5% or more of the total fair market
value of the Corporation's outstanding capital stock;
(iv) The adoption of any plan or proposal for the
liquidation or dissolution of the Corporation either
voted for, proposed by or on behalf of, or by which any
consideration other than cash will be received by, any
Dominant Stockholder;
(v) Any reclassification or recapitalization of
securities of the Corporation if the effect, directly or
indirectly, of such transaction is to increase the
relative voting power of any Dominant Stockholder; or
(vi) Any proposed transaction which fails to
qualify as a Business Combination under the preceding
clauses (i) thru (v) solely because the proposed
transaction does not involve any Person who is a
Dominant Stockholder, if any Person so involved was a
Dominant Stockholder either (a) at the time the
definitive agreement or other arrangements relating to
such proposed transaction were entered into or (b) at
the record date for the determination of stockholders
entitled to notice of and to vote on such proposed
transaction.
(5) "Dominant Stockholder" shall mean (i) any Person
who, individually or together with any Affiliate or
Associate of such Person, is the Beneficial Owner,
directly or indirectly, of shares of stock of the
Corporation representing ten percent (10%) or more of
all votes entitled to be cast in elections of directors
(considered for the purposes hereof as one class) and
(ii) any Affiliate or Associate of any Person classified
as a Dominant Stockholder by the preceding clause 5(i);
but excluding any Person who, on the effective date this
Article FIFTEENTH becomes a part of this Certificate of
Incorporation, as amended, would be a Dominant
Stockholder under the preceding definition.
(6) "Non-Affiliated Shares" means all shares of capital
stock of the Corporation entitled to be cast in
elections of directors, considered for purposes hereof
as one class, which are not beneficially owned-by a
Dominant Stockholder.
(7) "Person" shall include any individual, corporation,
partnership, person or other entity.
(8) The terms "Affiliate", "Associate" and "Beneficial
Owner" shall be interpreted and construed consistent
with the definitions of those terms stated in the
regulations adopted pursuant to the Securities Exchange
Act of 1934, as amended, in effect on March 31, 1984.
B. In addition to any voting and other
requirements under applicable law, and notwithstanding
anything contained in this Certificate of Incorporation,
as amended, unless the conditions set forth in paragraph
C are satisfied, the affirmative vote of either (i) not
less than seventy-five percent (75%) of the outstanding
shares of stock of the Corporation entitled to be cast
in elections of directors or (ii) not less than
sixty-six and two-thirds percent (66 2/3%) of the
outstanding shares of stock of the Corporation entitled
to be cast in elections of directors and not less than a
majority of the Non-Affiliated Shares, shall be required
for the adoption or authorization of a Business
Combination. For the purposes hereof, all voting stock
shall be considered as being of one class.
C. The affirmative vote requirements of
paragraph B shall not be applicable if all of the
following conditions are satisfied:
(1) The cash and fair market value of the property,
securities or other consideration (including, without
limitation, capital stock of the Corporation retained by
its existing public stockholders in the event of a
Business Combination in which the Corporation is the
surviving corporation) to be received per share by the
holders of each class or series of stock of the
Corporation in a Business Combination, is not less than
the highest per share price (including any brokerage
commissions, transfer taxes or soliciting dealers' fees)
paid by such Dominant Stockholder in acquiring any
shares of such class or series during the three year
period immediately prior to the effective date of the
Business Combination;
(2) The consideration to be received by holders of each
class or series of stock shall be in cash or in the same
form as the Dominant Stockholder has previously paid for
shares
of such class or series of stock. If the Dominant
Stockholder has paid for shares of any class or series
of stock with varying forms of consideration, the form
of consideration for such class or series of stock shall
be either in cash or in the form used to acquire the
largest number of shares of such class or series of
stock previously acquired by the Dominant Stockholder;
(3) After a Person has become a Dominant Stockholder and
prior to the consummation of a Business Combination,
there shall have been no reduction in the annual rate of
dividends paid on shares of stock of the Corporation
(except as necessary to reflect any subdivision of such
shares); and
(4) Prior to the consummation of the Business
Combination, the Dominant Stockholder shall not have (i)
received the benefit, directly or indirectly (except
proportionately as a stockholder), of any loans,
advances, guarantees, pledges or other financial
assistance or tax credits provided by the Corporation or
(ii) made or caused to have been made any material
change in the Corporation's business or equity capital
structure.
D. No amendment to this Certificate of
Incorporation, as amended, shall amend, alter, change or
repeal any of the provisions of this Article FIFTEENTH,
unless the amendment effecting such amendment,
alteration, change or repeal shall receive the
affirmative vote of either (i) not less than
seventy-five percent (75%) of the outstanding shares of
stock of the Corporation entitled to be cast in
elections of directors or (ii) not less than sixty-six
and two-thirds percent (66 2/3%) of the outstanding
shares of stock of the Corporation entitled to be cast
in elections of directors and not less than a majority
of the Non-Affiliated Shares. For the purposes hereof,
all voting stock shall be considered as being of one
class."
SECOND: This Restated Certificate of Incorporation (i) has been duly
adopted by the board of directors of the Corporation in accordance with Section
245 of the Delaware General Corporation Law and (ii) only restates and
integrates and does not further amend the provisions
of the Corporation's charter and there is no discrepancy between those
provisions and the provisions of this Restated Certificate of Incorporation.
IN WITNESS WHEREOF, ALLIED RESEARCH ASSOCIATES, INC. has caused these
presents to be signed in its name and on its behalf by its President and its
corporate seal to be hereunder affixed and attested by its Secretary on this
28th day of June, 1984.
ATTEST: ALLIED RESEARCH ASSOCIATES, INC.
__________________________________ _____________________________________
Linda C. Carter M. B. Ruffin, President
Secretary
STATE OF MARYLAND )
ss:
CITY OF BALTIMORE )
I HEREBY CERTIFY that on this 28th day of June, 1984, personally came
before me, a Notary Public for the State of Maryland, M.B. RUFFIN and LINDA C.
CARTER, known to me personally to be the President and Secretary of Allied
Research Associates, Inc., respectively, and severally acknowledged the said
Restated Certificate to be the act and deed of Allied Research Associates, Inc.
and that the facts therein stated are truly set forth.
GIVEN under my hand and seal of office the day and year aforesaid.
___________________________________
Notary Public
My Commission Expires:
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