CERTIFICATE OF INCORPORATION
OF
NDC OF CANADA, INC.
ARTICLE 1
NAME
The name of the corporation is NDC of Canada, 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 Laws"). The
Corporation shall have all powers that may now or hereafter be lawful for a
corporation to exercise under the Delaware General Corporation Law.
ARTICLE 4
CAPITAL STOCK
4.1 Authorized Shares
The total number of shares of all classes of stock that the Corporation
sha11 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
INCORPORATOR
The name and mailing address of the incorporator (the
"Incorporator") are Sam K. Kaywood, Jr., Alston & Bird LLP, 1201 West Peachtree
Street, Atlanta, Georgia 30309-3424. The powers of the Incorporator shall
terminate upon the filing of this Certificate of Incorporation.
ARTICLE 6
BOARD OF DIRECTORS
6.1 Initial Directors; Number; Election
The following person, having the following mailing address, shall serve
as the initial director of the Corporation until the first annual meeting of the
stockholders of the Corporation or until his successor is elected and qualified
or until his earlier death, resignation or removal:
Name Mailing Address
---- ---------------
Walter M. Hoff c/o NDCHealth Corporation
NDC Plaza
Atlanta, Georgia 30329
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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 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.
6.2 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.
6.3 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 duty 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 6.3
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 6.3,
"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 7
AMENDMENT OF BYLAWS
In furtherance and not in limitation of the powers conferred by the
Delaware General Corporation Law, the Board or Directors of the Corporation is
expressly authorized and empowered to adopt, amend and repeal the bylaws of the
Corporation.
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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 9.
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 bylaw.
IN WITNESS WHEREOF, the undersigned, being the Incorporator hereinabove
named, for the purpose of forming a corporation pursuant to the Delaware
General Corporation Law, hereby certifies that the facts hereinabove stated are
truly set forth, and accordingly executes this Certificate of Incorporation this
12th day of June, 2002.
/s/ Sam K. Kaywood, Jr.
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Sam K. Kaywood, Jr., Incorporator
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