Attached files
file | filename |
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8-K - FORM 8-K - Double-Take Software, Inc. | c03750e8vk.htm |
EX-99.1 - EXHIBIT 99.1 - Double-Take Software, Inc. | c03750exv99w1.htm |
EX-3.2 - EXHIBIT 3.2 - Double-Take Software, Inc. | c03750exv3w2.htm |
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
DOUBLE-TAKE SOFTWARE, INC.
OF
DOUBLE-TAKE SOFTWARE, INC.
ARTICLE ONE
The name of the corporation is Double-Take Software, Inc.
ARTICLE TWO
The address of the corporations registered office in the State of Delaware is 1209 Orange
Street, City of Wilmington, New Castle County, Delaware 19801. The name of its registered agent at
such address is The Corporation Trust Company.
ARTICLE THREE
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 General Corporation Law of the
State of Delaware.
ARTICLE FOUR
The total number of shares of stock which the corporation has authority to issue is one
thousand (1,000) shares of Common Stock, par value one cent ($0.01) per share.
ARTICLE FIVE
The corporation is to have perpetual existence.
ARTICLE SIX
In furtherance and not in limitation of the powers conferred by statute, the board of
directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the
corporation.
ARTICLE SEVEN
Meetings of stockholders may be held within or without the State of Delaware, as the by-laws
of the corporation may provide. The books of the corporation may be kept outside the State of
Delaware at such place or places as may be designated from time to time by the board of directors
or in the by-laws of the corporation. Election of directors need not be by written ballot unless
the by-laws of the corporation so provide.
ARTICLE EIGHT
A director of the corporation shall not be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the extent such exemption
from liability or limitation thereof is not permitted under the General
Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any
amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or
protection of a director of the corporation hereunder in respect of any act or omission occurring
prior to the time of such amendment, modification or repeal.
ARTICLE NINE
The corporation reserves the right to amend, alter, change or repeal any provision contained
in this certificate of incorporation in the manner now or hereafter prescribed herein and by the
laws of the State of Delaware, and all rights conferred upon stockholders herein are granted
subject to this reservation.
ARTICLE TEN
To the maximum extent permitted from time to time under the laws of the State of Delaware, the
Corporation renounces any interest or expectancy of the Corporation in, or in being offered an
opportunity to participate in, business opportunities that are from time to time presented to its
officers, directors or stockholders, other than those officers, directors or stockholders who are
employees of the Corporation. No amendment or repeal of this ARTICLE TEN shall apply to or have
any effect on the liability or alleged liability of any officer, director or stockholder of the
Corporation for or with respect to any opportunities or which such officer, director, or
stockholder becomes aware prior to such amendment or repeal.
* * * * *