EXHIBIT 3.26
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/29/1993
713363005 - 2278O21
Restated Certificate of Incorporation of Taco Cabana, Inc.
TACO CABANA, INC. (the "Corporation") is a corporation organized and
existing under the laws of the State of Delaware. The original Certificate of
Incorporation of the Corporation was filed with the Secretary of State of the
State of Delaware on November 5, 1991. This Restated Certificate of
Incorporation restates, integrates, and further amends the original Certificate
of Incorporation of the Corporation, as amended. This Restated Certificate of
Incorporation was duly adopted in accordance with Sections 242 and 245 of the
General Corporation Law of the State of Delaware by the Corporation's Board of
Directors and stockholders.
NOW, THEREFORE, the text of the present Amended and Restated Certificate of
Incorporation of the Corporation is hereby amended and restated to read as
follows:
RESTATED CERTIFICATE OF INCORPORATION
FIRST: The name of the Corporation is TACO CABANA, INC.
SECOND: The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware 19805. The
name of the Corporation's registered agent at such address is Corporation
Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.
FOURTH: The aggregate number of Shares of all Classes of stock which the
Corporation shall have authority to issue is 32,500,000 shares, consisting Of
2,500,000 shares of preferred stock (to be issued from time to time in one or
more series, as described hereunder), $1.00 par value (herein called the
"Preferred Stock"), and 30,000,000 shares of common stock, $.01 par value
(herein called the "Common Stock").
The following is a statement of the designations and the powers,
preferences end rights, and the qualifications, limitations or restrictions
thereof, in respect of each class of stock of the Corporation:
I.
COMMON STOCK
1. Dividends. The holders of shares of Common Stock shall be entitled to
receive such dividends as from time to time may be declared by the Board of
Directors of the Corporation, subject to the rights of holders of Preferred
Stock.
2. Liquidation. In the event of any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, after payment shall have
been made to holders of all shares of Preferred Stock to which they shall be
entitled, the holders of Common Stock
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shall be entitled to share ratably based upon the number of shares of Common
Stock held by them in all remaining assets of the Corporation available for
distribution to its shareholders.
3. Voting Rights. All shares of Common Stock shall be identical with each
other in every respect. The shares of Common Stock shall entitle the holders
thereof to one vote for each share upon all matters upon which shareholders have
the right to vote.
II.
PREFERRED STOCK
Shares of Preferred Stock may be issued from time to time in one or more
series, each such series to have such distinctive designation or title as may be
fixed by the Board of Directors prior to the issuance of any shares thereof.
Each such Series shall have such designations, preferences, limitations, and
relative rights, including voting rights, as shall be stated in the resolution
or resolutions providing for the issuance of such series of Preferred Stock, as
may be adopted from time to time by the Board of Directors prior to the issuance
of any shares thereof, in accordance with the laws of the State of Delaware. The
Board of Directors, in such resolution of resolutions, may increase or decrease
the number of shares within each such series; provided, however, the Board of
Directors may not decrease the number of shares within a series to less than the
number of shares within such series that are then issued.
FIFTH: In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly authorized to
adopt, amend and repeal the Bylaws of the Corporation. Directors need not be
elected by written ballot unless expressly required by the Bylaws of the
Corporation.
SIXTH: A director or the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this Article 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 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 Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
If the Delaware General Corporation Law is amended after the date of filing
of this Certificate of Incorporation to authorize corporate action further
limiting or eliminating the personal liability of a director, then the liability
of the directors of the Corporation shall be limited or eliminated to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of this Article by the stockholders of the
Corporation or otherwise shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
SEVENTH: The number of directors constituting the Board Of Directors from
time to time shall be fixed by, or in the manner provided in, the Bylaws of the
Corporation.
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EIGHTH: The Corporation shall indemnify each of the individuals who may be
indemnified, to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law ("Section 145"), as it may be amended from time to time,
in each and every situation where the Corporation is obligated to make such
indemnification pursuant to Section 145. In addition, the Corporation shall
indemnify each of the Corporation's directors and officers in each and every
situation where, under Section 145, the Corporation is not obligated, but is
permitted or empowered, to make such indemnification. The Corporation may, in
the sole discretion of the Board of Directors, indemnify any other person who
may be indemnified pursuant to Section 145 to the extent the Board of Directors
deems advisable, as permitted by such section. The Corporation shall promptly
make or cause to be made any determination which section 145 requires.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed under the seal of the Corporation this 27th day of December, 1993.
TACO CABANA, INC.
By /s/ James Eliasberg
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James Eliasberg, Senior Vice President
[Seal]
Attest:
/s/ Judith L. Reitzer
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Judith L. Reitzer, Secretary
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