Attached files
| file | filename |
|---|---|
| 8-K - RUBIOS RESTAURANTS INC | v195180_8-k.htm |
| EX-3.3 - RUBIOS RESTAURANTS INC | v195180_ex3-3.htm |
| EX-3.2 - RUBIOS RESTAURANTS INC | v195180_ex3-2.htm |
| EX-99.1 - RUBIOS RESTAURANTS INC | v195180_ex99-1.htm |
CERTIFICATE
OF INCORPORATION
of
RUBIO’S
RESTAURANTS, INC.
FIRST: The
name of the corporation (the “Corporation”) is
Rubio’s Restaurants, Inc.
SECOND:
The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, Wilmington,
Delaware, 19801, County of New Castle, and the name of its registered agent at
such address is The Corporation Trust Company.
THIRD: The
nature of the business or purposes to be conducted or promoted by the
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.
FOURTH: The
total number of shares of capital stock that the Corporation has the authority
to issue shall be 1,000 shares of common stock, par value $0.001 per
share.
FIFTH: In
furtherance of and not in limitation of powers conferred by statute, it is
further provided that:
(a) Subject
to the limitations and exceptions, if any, contained in the by-laws of the
Corporation, such by-laws may be adopted, amended or repealed by the board of
directors of the Corporation;
(b) Elections
of directors need not be by written ballot unless, and only to the extent,
otherwise provided in the by-laws of the Corporation;
(c) Subject
to any applicable requirements of law, the books of the Corporation may be kept
outside the State of Delaware at such location or locations as may be designated
by the board of directors of the Corporation or in the by-laws of the
Corporation; and
(d) Except
as provided to the contrary in the provisions establishing a class of stock, the
number of authorized shares of such class 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 stock of the Corporation entitled to vote,
voting as a single class.
SIXTH: 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 director's 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 hereafter amended to further reduce
or to authorize, with the approval of the corporation's stockholders, further
reductions in the liability of the corporation's directors for breach of
fiduciary duty, then a director of the corporation shall not be liable for any
such breach to the fullest extent permitted by the Delaware General Corporation
Law as so amended. To the extent permitted by applicable law, this
corporation is also authorized to provide indemnification of (and advancement of
expenses to) such agents (and any other persons to which Delaware law permits
this corporation to provide indemnification) through bylaw provisions,
agreements with such agents or other persons, vote of stockholders or
disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the Delaware General
Corporation Law, subject only to limits created by applicable Delaware law
(statutory or non-statutory), with respect to actions for breach of duty to the
corporation, its stockholders and others. Any repeal or modification
of any of the foregoing provisions of this Article SIXTH shall be prospective
and shall not adversely affect any right or protection of a director, officer,
agent or other person 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.
SEVENTH: Whenever
a compromise or arrangement is proposed between this Corporation and its
creditors or any class of them or between this Corporation and its stockholders
or any class of them, any court of equitable jurisdiction within the State of
Delaware may, on the application in a summary way of this Corporation or of any
creditor or stockholder thereof or on the application of any receiver or
receivers appointed for this Corporation under Section 291 of Title 8 of the
Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under Section 279 of Title
8 of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as said court directs. If
a majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
EIGHTH: 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 by the General Corporation Law of the State of Delaware and this
Certificate of Incorporation, and all rights conferred upon stockholders herein
are granted subject to this reservation.