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EXHIBIT 3.105
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED O4:3O PM 07/13/2000
001357105 - 2854589
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PATHSOURCE, INC.
PathSOURCE, Inc., a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:
1. The name of the corporation is PathSOURCE, Inc. The original
Certificate of Incorporation of PathSOURCE, Inc. was filed with the Secretary of
the State of Delaware on February 3, 1998 under the name "PathCor, Inc."
2. Pursuant to Sections 242 and 245 of the Delaware General Corporation
Law this Amended and Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Certificate of
Incorporation, a amended, of PathSOURCE, Inc. This Amended and Restated
Certificate of Incorporation was duly adopted by the Board of Directors and the
sole stockholder of the corporation in accordance with Sections 242 and 245 of
the Delaware General Corporation Law.
3. The text of the Amended and Restated Certificate of Incorporation a
heretofore amended or supplemented is hereby restated and further amended to
read in its entirety as follows:
ARTICLE 1
NAME
The name of the corporation is PathSOURCE, Inc. (the "Corporation").
ARTICLE 2
REGISTERED OFFICE AND AGENT
The registered office of the Corporation in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, State of Delaware 19801. The registered agent of the
Corporation at such address is The Corporation Trust Company.
ARTICLE 3
PURPOSE AND POWERS
The purpose of this Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware (the "Delaware General Corporation Law"). The Corporation
shall have all powers that may now or hereafter be lawful for a corporation to
exercise under the Delaware General Corporation Law.
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ARTICLE 4
CAPITAL STOCK
4.1 AUTHORIZED SHARES
The total number of shares of all classes of stock that the Corporation
shall have the authority to issue is one thousand (1,000), all of which shall be
Common Stock, par value $0.01 per share ("Common Stock").
4.2 COMMON STOCK
4.2.1 RELATIVE RIGHTS
Each share of Common Stock shall have the same relative rights as and
be identical in all respects to all other shares of Common Stock.
4.2.2 DIVIDENDS
Dividends may be paid on Common Stock out of any assets legally
available for the payment of dividends thereon, but only when and as declared by
the Board of Directors of the Corporation.
4.2.3 DISSOLUTION, LIQUIDATION OR WINDING UP
In the event of any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of Common Stock shall
be entitled to participate in the distribution of any assets of the Corporation
remaining after the Corporation shall have paid, or provided for payment of, all
debts and liabilities of the Corporation.
4.2.4 VOTING RIGHTS
The holders of Common Stock shall be entitled to vote on each matter
on which the stockholders of the Corporation shall be entitled to vote
(including, without limitation, the election of one or more directors), and each
such holder shall be entitled to one vote for each share of Common Stock held by
such holder.
ARTICLE 5
BOARD OF DIRECTORS
5.1 NUMBER; ELECTION
The number of directors of the Corporation shall be such number as from
time to time shall be fixed by, or in the manner provided in, the bylaws of the
Corporation. Unless and except to the extent that the bylaws of the Corporation
shall otherwise require, the election of directors of the Corporation need not
be by written ballot. Except as otherwise provided in
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this Certificate of Incorporation, each director of the Corporation shall be
entitled to one vote per director on all matters voted or acted upon by the
Board of Directors.
5.2 MANAGEMENT OF BUSINESS AND AFFAIRS OF THE CORPORATION
The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors.
5.3 LIMITATION OF LIABILITY
No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that this provision shall not eliminate or limit the liability of a
director (a) for any breach of the director's duly of loyalty to the Corporation
or its stockholders; (b) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (c) under Section
174 of the Delaware General Corporation Law or (d) for any transaction from
which the director derived an improper personal benefit. If the Delaware General
Corporation Law hereafter is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended Delaware
General Corporation Law. Any repeal or modification of this Article 5.3 shall be
prospective only and shall not adversely affect any right or protection of, or
any limitation on the liability of, a director of the Corporation existing at,
or arising out of the facts or incidents occurring prior to, the effective date
of such repeal or modification. For purposes of this Article 5.3, "fiduciary
duty as a director" also shall include any fiduciary duty arising out of serving
at the Corporation's request as a director of another corporation, partnership,
limited liability company, joint venture or other enterprise, and "liable to the
Corporation or its stockholders" also shall include any liability to such other
corporation, partnership, limited liability company, joint venture, trust or
other enterprise, and any liability to the Corporation in its capacity as a
security holder, joint venturer, partner, member, beneficiary, creditor, or
investor of or in any such other corporation, partnership, limited liability
company, joint venture, trust or other enterprise.
ARTICLE 6
COMPROMISE OR ARRANGEMENT
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 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 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
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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 a
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 to been made, be binding on all the creditors or class of creditors,
and/or on all the stockholders or class of stockholders, of this Corporation, as
the case may be, and also on this Corporation.
ARTICLE 7
AMENDMENT OF BYLAWS
In furtherance and not in limitation of the powers conferred by the
Delaware General Corporation Law, the Board of Directors of the Corporation is
expressly authorized and empowered to adopt, amend and repeal the bylaws of the
Corporation.
ARTICLE 8
RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION
The Corporation reserves the right at any time, and from time to time, to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of any
nature conferred upon stockholders, directors, or any other persons by and
pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the rights reserved in this Article 8.
ARTICLE 9
SEVERABILITY
In the event that any provision of this Certificate of Incorporation
(including any provision within a single Article, paragraph or sentence) is held
by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, the remaining provisions are severable and shall remain
enforceable to the full extent permitted by law.
IN WITNESS WHEREOF, PathSOURCE, Inc. has caused this Amended and Restated
Certificate of Incorporation to be executed by a duly authorized officer this
30th day of June, 2000.
PATHSOURCE, INC.,
By: /s/ Brian C. Carr
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Brian C. Carr, Chief Executive Officer
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