Attached files
file | filename |
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S-1/A - QLIK TECHNOLOGIES, INC. - QLIK TECHNOLOGIES INC | b80142a4sv1za.htm |
EX-1.1 - EX-1.1 - QLIK TECHNOLOGIES INC | b80142a4exv1w1.htm |
EX-5.1 - EX-5.1 - QLIK TECHNOLOGIES INC | b80142a4exv5w1.htm |
EX-23.1 - EX-23.1 - QLIK TECHNOLOGIES INC | b80142a4exv23w1.htm |
EX-21.1 - EX-21.1 - QLIK TECHNOLOGIES INC | b80142a4exv21w1.htm |
EX-4.3.A - EX-4.3.A - QLIK TECHNOLOGIES INC | b80142a4exv4w3wa.htm |
EX-10.20 - EX-10.20 - QLIK TECHNOLOGIES INC | b80142a4exv10w20.htm |
EX-10.28.A - EX-10.28.A - QLIK TECHNOLOGIES INC | b80142a4exv10w28wa.htm |
EX-10.25.A - EX-10.25.A - QLIK TECHNOLOGIES INC | b80142a4exv10w25wa.htm |
EX-10.26.A - EX-10.26.A - QLIK TECHNOLOGIES INC | b80142a4exv10w26wa.htm |
EX-23.3 - EX-23.3 - QLIK TECHNOLOGIES INC | b80142a4exv23w3.htm |
Exhibit 3.2
RESTATED CERTIFICATE OF INCORPORATION OF
QLIK TECHNOLOGIES INC.
a Delaware corporation
QLIK TECHNOLOGIES INC.
a Delaware corporation
(Pursuant to Sections 242 and 245 of
the Delaware General Corporation Law)
the Delaware General Corporation Law)
Qlik Technologies Inc., a corporation organized and existing under and by virtue of the
provisions of the Delaware General Corporation Law,
DOES HEREBY CERTIFY:
FIRST: That the name of this corporation is Qlik Technologies Inc. and that this corporation
was originally incorporated pursuant to the Delaware General Corporation Law on September 3, 2004
under the name Qlik Technologies Inc.
SECOND: That the Restated Certificate of Incorporation of this corporation shall be amended
and restated to read in full as follows:
ARTICLE I
The name of the corporation is Qlik Technologies Inc. (the Corporation).
ARTICLE II
The address of the registered office of this corporation in the State of Delaware is 1209
Orange Street, Corporation Trust Center, City of Wilmington, County of New Castle, Delaware 19801.
The name of the registered agent of the Corporation in the State of Delaware at such address is The
Corporation Trust Company.
ARTICLE III
The nature of the business or purposes to be conducted or promoted is to engage in any lawful
act or activity for which corporations may be organized under the Delaware General Corporation Law.
ARTICLE IV
The Corporation is authorized to issue two classes of stock to be designated common stock
(Common Stock) and preferred stock (Preferred Stock). The number of shares of Common Stock
authorized to be issued is Three Hundred Million (300,000,000), par value $0.0001 per share, and
the number of shares of Preferred Stock authorized to be issued is Ten Million (10,000,000), par
value $0.0001 per share.
The Board of Directors is authorized, without further stockholder approval and subject to any
limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series,
and by filing a certificate pursuant to the applicable law of the State of Delaware (such
certificate being hereinafter referred to as a Preferred Stock Designation), to establish from
time
to time the number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and any qualifications,
limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be
increased or decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of
the Preferred Stock, or of any series thereof, unless a vote of any such holders is required
pursuant to the terms of any Preferred Stock Designation. In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume the status that
they had prior to the adoption of the resolution originally fixing the number of shares of such
series.
Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each
matter properly submitted to the stockholders of the Corporation for their vote; provided, however,
that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on
any amendment to this Restated Certificate of Incorporation (including any Certificate of
Designations relating to any series of Preferred Stock) that relates solely to the terms of one or
more outstanding series of Preferred Stock if the holders of such affected series are entitled,
either separately or together as a class with the holders of one or more other such series, to vote
thereon pursuant to this Restated Certificate of Incorporation (including any Certificate of
Designations relating to any series of Preferred Stock).
ARTICLE V
The following provisions are inserted for the management of the business and the conduct of
the affairs of the Corporation and for further definition, limitation and regulation of the powers
of the Corporation and of its directors and stockholders:
A. The business and affairs of the Corporation shall be managed by or under the direction of
the Board of Directors. In addition to the powers and authority expressly conferred upon them by
statute or by this Restated Certificate of Incorporation or the Bylaws of the Corporation, the
directors are hereby empowered to exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation.
B. The directors of the Corporation need not be elected by written ballot unless the Bylaws so
provide.
C. Any action required or permitted to be taken by the stockholders of the Corporation must be
effected at a duly called annual or special meeting of stockholders of the Corporation and may not
be effected by any consent in writing by such stockholders.
D. Special meetings of stockholders of the Corporation may be called only by the Chairman of
the Board or the Chief Executive Officer or by the Board of Directors acting pursuant to a
resolution adopted by a majority of the Whole Board. For purposes of this Restated Certificate of
Incorporation, the term Whole Board shall mean the total number of authorized directors whether
or not there exist any vacancies in previously authorized directorships.
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ARTICLE VI
A. Subject to the rights of the holders of any series of Preferred Stock to elect additional
directors under specified circumstances, the number of directors of the Corporation shall be fixed
from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the Whole Board and may not be fixed by any other person(s).
B. The Board of Directors, other than those who may be elected by the holders of any series of
Preferred Stock under specified circumstances, shall be divided into three classes: Class I, Class
II and Class III. Each director shall serve for a term ending on the third annual meeting of
stockholders following the annual meeting of stockholders at which such director was elected;
provided, however, that the directors first elected, assigned or appointed to Class I shall serve
for a term ending on the Corporations first annual meeting of stockholders following the
effectiveness of this Restated Certificate of Incorporation, the directors first elected, assigned
or appointed to Class II shall serve for a term ending on the Corporations second annual meeting
of stockholders following the effectiveness of this Restated Certificate of Incorporation and the
directors first elected, assigned or appointed to Class III shall serve for a term ending on the
Corporations third annual meeting of stockholders following the effectiveness of this Restated
Certificate of Incorporation. The Board of Directors is authorized to assign members of the Board
already in office to such classes as it may determine at the time the classification of the Board
of Directors becomes effective. The foregoing notwithstanding, each director shall serve until
such directors successor shall have been duly elected and qualified, or until such directors
prior death, resignation, retirement, disqualification or other removal.
C. Subject to the rights of the holders of any series of Preferred Stock then outstanding,
newly created directorships resulting from any increase in the authorized number of directors or
any vacancies in the Board of Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall, unless otherwise provided by law or by
resolution of the Board of Directors, be filled only by a majority vote of the directors then in
office, though less than a quorum (and not by stockholders), and directors so chosen shall hold
office for a term expiring at the annual meeting of stockholders at which the term of office of the
class to which they have been chosen expires or until such directors successor shall have been
duly elected and qualified. No decrease in the authorized number of directors shall shorten the
term of any incumbent director.
D. Advance notice of stockholder nominations for the election of directors and of business to
be brought by stockholders before any meeting of the stockholders of the Corporation shall be given
in the manner provided in the Bylaws of the Corporation.
E. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any
director, or the entire Board of Directors, may be removed from office at any time, but only for
cause and only by the affirmative vote of the holders of a majority of the voting power of all of
the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class.
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ARTICLE VII
A director of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except for liability
(i) for any breach of the directors 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 Delaware General Corporation Law, or (iv) for any
transaction from which the director derived any improper personal benefit. If the Delaware General
Corporation Law is amended after approval by the stockholders of this Article VII 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 Delaware General Corporation Law as so amended.
Any repeal or modification of the foregoing provisions of this Article VII by the stockholders
of the Corporation shall not adversely affect any right or protection of a director of the
Corporation existing at the time of, or increase the liability of any director of the Corporation
with respect to any acts or omissions of such director occurring prior to, such repeal or
modification.
ARTICLE VIII
The Board of Directors is expressly authorized to adopt, amend or repeal any or all of the
Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by
the Board of Directors shall require the approval of a majority of the Whole Board. The
stockholders shall also have the power to adopt, amend or repeal the Bylaws of the Corporation as
prescribed by law; provided, however, that, in addition to any vote of the holders of any class or
series of stock of the Corporation required by law or by this Restated Certificate of Incorporation
(including any Preferred Stock Designation), the affirmative vote of the holders of at least
two-thirds of the voting power of all of the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting together as a single
class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation.
ARTICLE IX
In addition to any vote of the holders of any class or series of the stock of this Corporation
required by law or by this Restated Certificate of Incorporation, the affirmative vote of the
holders of a majority of the voting power of all of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors, voting together as a
single class, shall be required to amend or repeal the provisions of this Restated Certificate of
Incorporation; provided however that any amendment or repeal of Sections C or D or any provision of
Article VI, Article VII or this Article IX shall require the affirmative vote of the holders of at
least two-thirds of the voting power of all of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors, voting together as a single
class.
* * * *
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THIRD: That the foregoing Restated Certificate of Incorporation was approved by the holders of
the requisite number of shares of the Corporation in accordance with Section 228 of the Delaware
General Corporation Law.
FOURTH: That said this Restated Certificate of Incorporation, which restates the provisions of
the Corporations heretofore existing Restated Certificate of Incorporation, as amended, in its
entirety, has been duly adopted in accordance with Sections 242 and 245 of the Delaware General
Corporation Law.
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IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed by a duly
authorized officer of the Corporation this 2010.
Lars Björk | ||||
Chief Executive Officer | ||||
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