Attached files
file | filename |
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10-Q - FORM 10-Q - TENNECO INC | c61059e10vq.htm |
EX-12 - EX-12 - TENNECO INC | c61059exv12.htm |
EX-15.1 - EX-15.1 - TENNECO INC | c61059exv15w1.htm |
EX-32.1 - EX-32.1 - TENNECO INC | c61059exv32w1.htm |
EX-31.1 - EX-31.1 - TENNECO INC | c61059exv31w1.htm |
EX-10.2 - EX-10.2 - TENNECO INC | c61059exv10w2.htm |
EX-31.2 - EX-31.2 - TENNECO INC | c61059exv31w2.htm |
EX-10.1 - EX-10.1 - TENNECO INC | c61059exv10w1.htm |
EX-15.2 - EX-15.2 - TENNECO INC | c61059exv15w2.htm |
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TENNECO INTERNATIONAL HOLDING CORP.
The name of the corporation is Tenneco International Holding Corp. The corporation was
originally incorporated as Tenneco Norge Inc. pursuant to a Certificate of Incorporation filed with
the Secretary of State of the State of Delaware on October 19, 1979. A Restated Certificate of
Incorporation of the corporation (the Restated Certificate) was filed with the Secretary of State
of the State of Delaware on December 29, 1994. Pursuant to the unanimous written consent of the
stockholders and in accordance with Section 228, Section 242 and Section 245 of the General
Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation
further amends and restates the provisions of the Restated Certificate, as amended prior to the
date hereof, to (i) delete the Certificate of Designation, Preferences and Rights of Preferred
Stock by Resolution of the Board of Directors providing for an Issue of 100,000 Shares of Junior
Preferred Stock Designated $8.00 Junior Preferred Stock, (ii) delete the Certificate of
Designation, Preferences and Rights of Preferred Stock by Resolution of the Board of Directors
providing for an Issue of 12,000,000 Shares of Preferred Stock Designated Variable Rate Voting
Participating Preferred Stock, as amended, and (iii) reflect a reduction in the authorized capital
shares of the corporation.
The text of the Restated Certificate is hereby amended and restated in its entirety to read as
set forth below:
1. The name of the corporation is Tenneco International Holding Corp. (the Corporation).
2. The address of the Corporations registered office in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the
Corporations registered agent at such address is The Corporation Trust Company.
3. 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 (the DGCL).
4. The total number of shares of stock which the Corporation shall have authority to issue is
one thousand (1,000) shares of common stock, at par value $0.01 per share.
5. The Corporation is to have perpetual existence.
6. In furtherance and not in limitation of the powers conferred by the DGCL, the board of
directors of the Corporation is expressly authorized to adopt, alter, amend or repeal the By-Laws
of the Corporation.
7. Meetings of the stockholders of the Corporation may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the DGCL) outside the State of Delaware at such place
or places as may be designated from time to time by the board of directors of the Corporation or in
the By-Laws of the Corporation. Elections of directors of the Corporation need not be by written
ballot unless the By-Laws of the Corporation shall so provide.
8. The Corporation reserves the right to amend, alter, change, add to or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the
DGCL, and all rights conferred herein upon stockholders of the Corporation are granted subject to
this reservation.
9. (a) A director of the Corporation shall have no personal liability to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a director, except (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 DGCL, as it may from time to time be amended, or any successor
provision thereto, or (iv) for any transaction from which the director derived an improper personal
benefit.
(b) The Corporation shall indemnify, in accordance with and to the fullest extent now or
hereafter permitted by the DGCL, any person who is or was a party, or is or was threatened to be
made a party, to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including, without limitation, an action by or in the
right of the Corporation), by reason of the fact that he or she is or was a director or officer of
the Corporation (and the Corporation, in the sole discretion of the board of directors of the
Corporation, may so indemnify a person who is or was a party, or is or was threatened to be made a
party, to any such action, suit or proceeding by reason of the fact that he or she is or was an
employee or agent of the Corporation or is or was serving at the request of the Corporation in any
other capacity for or on behalf of the Corporation) against any liability or expense actually and
reasonably incurred by such person in respect thereof; provided, however, the Corporation shall be
required to indemnify a director or officer of the Corporation in connection with an action, suit
or proceeding initiated by such person only if such action, suit or proceeding was authorized by
the board of directors of the Corporation. Such indemnification is not exclusive of any other
right to indemnification provided by the DGCL or otherwise. The right to indemnification conferred
by this Article 9(b) shall be deemed to be a contract between the Corporation and each person
referred to herein.
(c) No amendment to or repeal of these provisions shall apply to or have any effect on the
liability or alleged liability of any person for or with respect to any acts or omissions of such
person occurring prior to such amendments.
IN WITNESS WHEREOF, Tenneco International Holding Corp., a Delaware corporation, has caused
this Amended and Restated Certificate of Incorporation to be signed by its Senior Vice President
this 29th day of April, 2010.
TENNECO INTERNATIONAL HOLDING CORP. |
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By: | /s/ James D. Harrington | |||
Name: | James D. Harrington | |||
Title: | Senior Vice President | |||