Exhibit 3.3
CERTIFICATE OF INCORPORATION
OF
COLONY RIH ACQUISITIONS, INC.
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ARTICLE I.
The name of the corporation (the "Corporation") is: Colony RIH
Acquisitions, Inc.
ARTICLE II.
The address of the registered office of the Corporation in the
State of Delaware is: 2711 Centerville Road, Suite 400, Wilmington, County of
New Castle, Delaware, 19808. The name of the registered agent of the Corporation
at such address is Corporation Service Company .
ARTICLE III.
The nature of the business or purposes to be conducted or
promoted by the 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.
ARTICLE IV.
The total number of shares of stock which the Corporation
shall have authority to issue is 10,000 shares of Common Stock, each of which
shall have a par value of ONE CENT ($0.01) per share.
ARTICLE V.
The name and mailing address of the Incorporator is as
follows:
Adam Turteltaub, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
ARTICLE VI.
In furtherance and not in limitation of the powers conferred
by statute, the by-laws of the Corporation may be made, altered, amended or
repealed by the stockholders or by a majority of the entire board of directors
of the Corporation (the "Board").
ARTICLE VII.
Elections of directors need not be by written ballot.
ARTICLE VIII.
(a) The Corporation shall indemnify to the fullest extent
permitted under and in accordance with the laws of the State of Delaware any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.
(b) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the Corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
(c) Expenses incurred in defending a civil or criminal action,
suit or proceeding shall (in the case of any action, suit or proceeding against
a director of the Corporation) or may (in the case of any action, suit or
proceeding against an officer, trustee, employee or agent) be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board upon receipt of an undertaking by or on
behalf of the indemnified person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article.
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(d) The indemnification and other rights set forth in this
Article IX shall not be exclusive of any provisions with respect thereto in the
by-laws of the Corporation or any other contract or agreement between the
Corporation and any officer, director, employee or agent of the Corporation.
(e) Neither the amendment nor repeal of this Article VIII, nor
the adoption of any provision of this Certificate of Incorporation inconsistent
with Article VIII, shall eliminate or reduce the effect of this Article VIII in
respect of any matter occurring before such amendment, repeal or adoption of an
inconsistent provision or in respect of any cause of action, suit or claim
relating to any such matter which would have given rise to a right of
indemnification or right to receive expenses pursuant to this Article VIII if
such provision had not been so amended or repealed or if a provision
inconsistent therewith had not been so adopted.
(f) No director shall be personally liable to the Corporation
or any stockholder for monetary damages for breach of fiduciary duty as a
director; provided, however, that the foregoing shall not eliminate or limit the
liability of a director:
(i) for any 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) under Section 174 of the General Corporation
Law of the State of Delaware; or
(iv) for any transaction from which the director
derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is
amended after 24 October, 2000 to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended.
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THE UNDERSIGNED, being the Incorporator hereinbefore named,
for the purpose of forming a Corporation pursuant to the General Corporation Law
of the State of Delaware makes this Certificate, hereby declaring and certifying
that this is his act and deed and the facts herein stated are true and,
accordingly, has hereunto set his hand this 24th day of October, 2000.
/s/ Adam Turteltaub
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Adam Turteltaub, Esq.
Sole Incorporator
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