Attached files
| file | filename |
|---|---|
| 8-K - SPORT SUPPLY GROUP, INC. | v192480_8k.htm |
| EX-3.2 - SPORT SUPPLY GROUP, INC. | v192480_ex3-2.htm |
| EX-99.1 - SPORT SUPPLY GROUP, INC. | v192480_ex99-1.htm |
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
SPORT
SUPPLY GROUP, INC.
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
SPORT
SUPPLY GROUP, INC.
Dated
as of August 5, 2010
This
Amended and Restated Certificate of Incorporation of Sport Supply Group, Inc.,
(the “Corporation”) has
been duly executed and is being filed by the undersigned, as an authorized
officer of the Corporation, in accordance with Sections 8-242 and 8-245 of the
General Corporation Law of the State of Delaware (the “DGCL”) and amends and
restates in its entirety the Certificate of Incorporation of the Corporation,
originally filed on December 15, 1998 under the name “CoPa Delaware Inc.”, as
amended on January 18, 2000.
ARTICLE
I
The name
of the corporation is Sport Supply Group, Inc.
ARTICLE
II
The
address of the Corporation’s registered office in the State of Delaware is 160
Greentree Drive, Suite 101, City of Dover, County of Kent, 19904. The
name of the registered agent of the Corporation at such address is National
Registered Agents, Inc.
ARTICLE
III
The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the DGCL.
ARTICLE
IV
The total
number of shares of all classes of stock that the Corporation shall have
authority to issue is 100 shares of Common Stock having the par value of $0.01
per share.
ARTICLE
V
The
number of directors of the Corporation shall be fixed from time to time by
resolution adopted by the Board of Directors of the Corporation.
ARTICLE
VI
In
furtherance and not in limitation of the powers conferred upon it by law, the
Board of Directors of the Corporation is expressly authorized to adopt, amend or
repeal the Bylaws of the Corporation.
ARTICLE
VII
Unless
and except to the extent that the Bylaws of the Corporation so require, the
election of directors of the Corporation need not be by written
ballot.
ARTICLE
VIII
To the
fullest extent from time to time permitted by law, no director of the
Corporation shall be personally liable to any extent to the Corporation or its
stockholders for monetary damages for breach of his fiduciary duty as a
director.
ARTICLE
IX
A. Right to
Indemnification. Each person who was or is made a party to or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a “proceeding”), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
“indemnitee”),
whether the basis of such proceeding is alleged action in an official capacity
as a director or officer or in any other capacity while serving as a director or
officer, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the DGCL, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
permitted prior thereto), against all expense, liability and loss (including,
without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties
and amounts paid or to be paid in settlement) incurred or suffered by such
indemnitee in connection therewith, and such indemnification shall continue with
respect to an indemnitee who has ceased to be a director or officer and shall
inure to the benefit of the indemnitee’s heirs, executors and administrators;
provided, however, that, except
as provided in paragraph (B) hereof with respect to proceedings to enforce
rights to indemnification, the Corporation shall indemnify any such indemnitee
in connection with a proceeding initiated by such indemnitee only if such
proceeding was authorized by the Board of Directors of the Corporation. The
right to indemnification conferred in this Article IX shall be a
contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an “advancement of
expenses”); provided, however, that, if the
DGCL requires, an advancement of expenses incurred by an indemnitee shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
“undertaking”),
by or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a “final adjudication”)
that such indemnitee is not entitled to be indemnified for such expenses under
this Article IX
or otherwise.
B. Right of Indemnitee to Bring
Suit. If a claim under paragraph (A) of this Article IX is not
paid in full by the Corporation within sixty days after a written claim has been
received by the Corporation (except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days), the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, the indemnitee shall also be entitled to be paid the expense of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit by the Corporation to recover an advancement
of expenses pursuant to the terms of an undertaking, the Corporation shall be
entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met the applicable standard of conduct set forth in the DGCL. Neither
the failure of the Corporation (including its Board of Directors, independent
legal counsel or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the DGCL, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder or
by the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the burden of proving that the indemnitee is not entitled
under this Article
IX or otherwise to be indemnified, or to such advancement of expenses,
shall be on the Corporation.
C. Non-Exclusivity of
Rights. The rights to indemnification and to the advancement
of expenses conferred in this Article IX shall not
be exclusive of any other right which any person may have or hereafter acquire
under this Amended and Restated Certificate of Incorporation or any bylaw,
agreement, vote of stockholders or disinterested directors or
otherwise.
D. Insurance. The
Corporation may maintain insurance, at its expense, to protect itself and any
indemnitee against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the DGCL.
E. Indemnity of Employees and
Agents of the Corporation. The Corporation may, to the extent
authorized from time to time by the Board of Directors of the Corporation, grant
rights to indemnification and to the advancement of expenses to any employee or
agent of the Corporation to the fullest extent of the provisions of this Article IX or as
otherwise permitted under the DGCL with respect to the indemnification and
advancement of expenses of directors and officers of the
Corporation.
* * * * *