Attached files
file | filename |
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S-1/A - S-1/A - CTPARTNERS EXECUTIVE SEARCH INC. | l40449csv1za.htm |
EX-21 - EX-21 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv21.htm |
EX-2.1 - EX-2.1 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv2w1.htm |
EX-3.2 - EX-3.2 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv3w2.htm |
EX-10.1 - EX-10.1 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv10w1.htm |
EX-10.7 - EX-10.7 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv10w7.htm |
EX-10.8 - EX-10.8 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv10w8.htm |
EX-23.2 - EX-23.2 - CTPARTNERS EXECUTIVE SEARCH INC. | l40449cexv23w2.htm |
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
CTPARTNERS EXECUTIVE SEARCH INC.
ARTICLE I
The name of the corporation is CTPartners Executive Search Inc.
ARTICLE II
The address of the registered office of the corporation in the State of Delaware is 2711
Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its
registered agent at such address is Corporation Service 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 General Corporation Law of the
State of Delaware (the DGCL).
ARTICLE IV
A. Classes of Stock. The total number of shares of all classes of classes of capital
stock that the corporation shall have authority to issue is Thirty One Million (31,000,000), of
which Thirty Million (30,000,000) shares shall be Common Stock, $0.001 par value per share (the
Common Stock), and One Million (1,000,000) shares shall be Preferred Stock, $0.001 par
value per share (the Preferred Stock). The number of authorized shares of Common Stock
or 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 then outstanding shares of
Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof,
unless a vote of any such Preferred Stock holders is required pursuant to the provisions
established by the Board of Directors of the corporation (the Board of Directors) in the
resolution or resolutions providing for the issue of such Preferred Stock, and if such holders of
such Preferred Stock are so entitled to vote thereon, then, except as may otherwise be set forth in
the certificate of incorporation of the corporation, the only stockholder approval required shall
be the affirmative vote of a majority of the voting power of the Common Stock and the Preferred
Stock so entitled to vote, voting together as a single class.
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B. Preferred Stock. The Preferred Stock may be issued from time to time in one or
more series, as determined by the Board of Directors. The Board of Directors is expressly
authorized to provide for the issue, in one or more series, of all or any of the remaining shares
of Preferred Stock and, in the resolution or resolutions providing for such issue, to establish for
each such series the number of its shares, the voting powers, full or limited, of the shares of
such series, or that such shares shall have no voting powers, and the designations, preferences and
relative, participating, optional or other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof. The Board of Directors is also expressly
authorized (unless forbidden in the resolution or resolutions providing for such issue) to increase
or decrease (but not below the number of shares of such series then outstanding) the number of
shares of any series subsequent to the issuance of shares of that series. In case the number of
shares of any such 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.
C. Common Stock.
1. Relative Rights of Preferred Stock and Common Stock. All preferences, voting
powers, relative, participating, optional or other special rights and privileges, and
qualifications, limitations, or restrictions of the Common Stock are expressly made subject and
subordinate to those that may be fixed with respect to any shares of the Preferred Stock.
2. Voting Rights. Except as otherwise required by law or the certificate of
incorporation of the corporation, each holder of Common Stock shall have one vote in respect of
each share of stock held by such holder of record on the books of the corporation for the election
of directors and on all matters submitted to a vote of stockholders of the corporation.
3. Dividends. Subject to the preferential rights of the Preferred Stock, the holders
of shares of Common Stock shall be entitled to receive, when and if declared by the Board of
Directors, out of the assets of the corporation which are by law available therefor, dividends
payable either in cash, in property or in shares of capital stock.
4. Dissolution, Liquidation or Winding Up. In the event of any dissolution,
liquidation or winding up of the affairs of the corporation, after distribution in full of the
preferential amounts, if any, to be distributed to the holders of shares of the Preferred Stock,
holders of Common Stock shall be entitled, unless otherwise provided by law or the certificate of
incorporation of the corporation, to receive all of the remaining assets of the corporation of
whatever kind available for distribution to stockholders ratably in proportion to the number of
shares of Common Stock held by them respectively.
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ARTICLE V
A. Amendment to Certificate of Incorporation. The corporation may adopt, amend or
repeal this Certificate of Incorporation in the manner now or hereafter authorized by the laws of
the State of Delaware, provided that the affirmative vote of the holders of at least 75% of the
voting power of the shares of the capital stock of the corporation generally entitled to vote in
the election of directors, voting together as a single class, shall be required to amend in any
respect, or repeal, the provisions of (i) Article IV, Paragraph B; (ii) Article V, Paragraph B;
(iii) Article VI, Paragraph C; and (iv) Article VII, Paragraphs A through C.
B. Amendments to Bylaws. The Board of Directors is expressly authorized to adopt,
amend or repeal the bylaws of the corporation, without any action on the part of the stockholders,
by the vote of at least a majority of the directors of the corporation then in office. In
addition to any vote of the holders of any class or series of stock of the corporation required by
law or the certificate of incorporation of the corporation, the bylaws may also be adopted, amended
or repealed by the affirmative vote of the holders of at least 75% of the voting power of the
shares of the capital stock of the corporation generally entitled to vote in the election of
directors, voting as one class.
C. Books and Records. The books of the corporation may be kept at such place within
or without the State of Delaware as the bylaws of the corporation may provide or as may be
designated from time to time by the Board of Directors.
ARTICLE VI
A. Board of Directors. The business and affairs of the corporation shall be managed
by a Board of Directors. Other than those directors elected by the holders of any series of
preferred stock as provided for or fixed pursuant to the provisions of Article IV hereof, each
director shall serve until his successor shall be duly elected and qualified or until his earlier
resignation, removal from office, death or incapacity.
B. Vacancies. 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 be filled solely by a
majority vote of the directors then in office, although less than a quorum, or by a sole remaining
director. If there are no directors in office, then an election of directors may be held in the
manner provided by statute. Directors chosen pursuant to any of the foregoing provisions shall
hold office until their successors are duly elected and qualified or until their earlier
resignation or removal. No decrease in the number of directors constituting the Board of Directors
shall shorten the term of any incumbent director. In the event of a vacancy in the Board of
Directors, the remaining directors, except as otherwise provided by law, or by this certificate of
incorporation or
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the bylaws of the corporation, may exercise the powers of the full board until the vacancy is
filled.
C. Removal. Subject to the rights, if any, of any series of Preferred Stock then
outstanding, any director (including persons elected by directors to fill vacancies in the Board of
Directors) may be removed from office (i) only with cause and (ii) only by the affirmative vote of
the holders of a majority of the voting power of the capital stock issued and outstanding then
entitled to vote at an election of directors. At least forty-five (45) days prior to any annual
or special meeting of stockholders at which it is proposed that any director be removed from
office, written notice of such proposed removal and the alleged grounds thereof shall be sent to
the director whose removal will be considered at the meeting.
ARTICLE VII
A. Stockholder Meetings. No action required or permitted to be taken at any annual or
special meeting of the stockholders may be taken without a meeting and the power of stockholders to
consent in writing, without a meeting, to the taking of any action is specifically denied.
B. Special Meetings. Special meetings of the stockholders of the corporation may be
called only in the manner provided in the bylaws of the corporation, and any power of stockholders
to call a special meeting of stockholders is specifically denied.
C. Notice by Stockholders. 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 and to the extent provided in the bylaws of the
corporation.
D. Venue. Unless the corporation consents in writing to the selection of an
alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive
forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any
action asserting a claim of breach of a fiduciary duty owed by any director, officer or other
employee of the corporation to the corporation or the corporations stockholders, (iii) any action
asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a
claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise
acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice
of and consented to the provisions of this Article VII, Paragraph D.
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ARTICLE VIII
A. Limitation on Liability. To the fullest extent permitted by the DGCL, as the same
exists or as may hereafter be amended, 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. If the DGCL hereafter is amended to further eliminate or limit the liability of
directors, then the liability of a director of the corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent permitted by the amended
DGCL. Any repeal or modification of this paragraph by the stockholders of the corporation shall be
prospective only, and shall not adversely affect any limitation on the personal liability of a
director of the corporation existing at the time of such repeal or modification.
B. Indemnification. Each person who is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust, employee benefit plan or
other enterprise (including the heirs, executors, administrators or estate of such person), shall
be indemnified and advanced expenses by the corporation, in accordance with the bylaws of 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 said law permitted the corporation to
provide prior to such amendment) or any other applicable laws as presently or hereinafter in
effect. The right to indemnification and advancement of expenses hereunder shall not be exclusive
of any other right that any person may have or hereafter acquire under any statute, provision of
the certificate of incorporation or bylaws of the corporation, agreement, vote of stockholders or
disinterested directors or otherwise.
C. Insurance. The corporation may, to the fullest extent permitted by law, purchase
and maintain insurance on behalf of any person who is or was a director, officer, employee or agent
of the corporation or another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against any expense, liability or loss incurred by such person in any such
capacity or arising out of such persons status as such, whether or not the corporation would have
the power to indemnify such person against such expense, liability or loss under the DGCL.
D. Repeal and Modification. Any repeal or modification of the foregoing provisions of
this Article VIII shall not adversely affect any right or protection existing hereunder immediately
prior to such repeal or modification.
ARTICLE IX
The name and mailing address of the directors of the corporation, who shall serve until the
first annual meeting of stockholders or until their successors are duly elected and qualified, is
as follows:
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NAME | MAILING ADDRESS | |
1166 Avenue of the Americas, 3rd Floor New York, NY 10036 |
||
1166 Avenue of the Americas, 3rd Floor New York, NY 10036 |
||
1166 Avenue of the Americas, 3rd Floor New York, NY 10036 |
||
1166 Avenue of the Americas, 3rd Floor New York, NY 10036 |
||
1166 Avenue of the Americas, 3rd Floor New York, NY 10036 |
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IN WITNESS WHEREOF, this Certificate of Incorporation of the corporation has been executed by
its duly authorized officer this [] day of [] 2010.
Name: | ||||
Title: | ||||
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