Attached files
file | filename |
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S-1 - S-1 - Chart Acquisition Corp. | d28740.htm |
EX-10.6 - EX-10.6 - Chart Acquisition Corp. | d28740_ex10-6.htm |
EX-10.7 - EX-10.7 - Chart Acquisition Corp. | d28740_ex10-7.htm |
EX-10.4 - EX-10.4 - Chart Acquisition Corp. | d28740_ex10-4.htm |
EX-23.1 - EX-23.1 - Chart Acquisition Corp. | d28740_ex23-1.htm |
EX-10.5 - EX-10.5 - Chart Acquisition Corp. | d28740_ex10-5.htm |
Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
CHART ACQUISITION CORP.
OF
CHART ACQUISITION CORP.
The undersigned, for the purposes of
forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as
follows:
FIRST: The name of the corporation is
Chart Acquisition Corp. (the Corporation).
SECOND: The address of the
Corporations registered office in the State of Delaware is Vcorp Services, LLC, 1811 Silverside Road, Wilmington, DE 19810, New Castle County.
The name of the Corporations registered agent at such address is Vcorp Services, LLC.
THIRD: The purpose of the Corporation
is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law, as amended from time to
time (the DGCL).
FOURTH: The total number of shares of
all classes of capital stock which the Corporation shall have authority to issue is 101,000,000, of which 100,000,000 shares shall be Common Stock of
the par value of $.0001 per share and 1,000,000 shares shall be Preferred Stock of the par value of $.0001 per share.
A. Preferred Stock. The
Board of Directors is expressly granted authority to issue shares of the Preferred Stock, in one or more series, and to fix for each such series such
voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issue of such series (a Preferred Stock Designation) and as may be permitted by the DGCL. The number of authorized shares
of 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 voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless
a vote of any such holders is required pursuant to any Preferred Stock Designation.
B. Common Stock. Except as
otherwise required by law or as otherwise provided in any Preferred Stock Designation, the holders of the Common Stock shall exclusively possess all
voting power and each share of Common Stock shall have one vote.
FIFTH: The name and mailing address of
the sole incorporator of the Corporation are as follows:
Name: |
Edwin
Opoku, Esq. |
|||||
Address: |
c/o
Ellenoff Grossman & Schole LLP 150 East 42nd Street New York, NY 10017 |
SIXTH: The following provisions are
inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and
regulation of the powers of the Corporation and of its directors and stockholders:
A. Election of directors
need not be by ballot unless the by-laws of the Corporation so provide.
B. The Board of Directors
shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal the by-laws of the
Corporation.
C. The directors in their
discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders
called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the
holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided
that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the
stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be
open to legal attack because of directors interests, or for any other reason.
D. In addition to the powers
and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all
such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this
Certificate of Incorporation, and to any by-laws from time to time made by the stockholders; provided, however, that no by-law so made shall invalidate
any prior act of the directors which would have been valid if such by-law had not been made.
SEVENTH: A. A director of the
Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such
director as a director, except for liability (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, or (iv)
for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this paragraph A by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or
modification.
B. The Corporation, to the
full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto.
Expenses (including attorneys fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action,
suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby.
EIGHTH: Whenever a compromise or
arrangement is proposed between this Corporation and its creditors or any class of them and/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 the 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.
IN WITNESS WHEREOF, the undersigned
incorporator has executed this Certificate of Incorporation this 22th day of July, 2011.
/s/ Edwin Opoku
Edwin Opoku
Sole Incorporator
Edwin Opoku
Sole Incorporator