Attached files
| file | filename |
|---|---|
| 8-K - WINDTREE THERAPEUTICS INC /DE/ | v168626_8k.htm |
Exhibit
3.1
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
OF
DISCOVERY
LABORATORIES, INC.
The
Corporation was originally incorporated on November 6, 1992, under the name
“Ansan, Inc.”
FIRST: The
name of the corporation (hereinafter called the "Corporation") is Discovery
Laboratories, Inc.
SECOND: The
address, including street, number, city, and county, of the registered office of
the Corporation in the State of Delaware is 1209 Orange Street, City of
Wilmington, County of New Castle; and the name of the registered agent of the
Corporation in the State of Delaware at such address is The Corporation Trust
Company.
THIRD: The
purpose of 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: Authorization.
The total number of shares of all classes of stock which the Corporation shall
have authority to issue is 385,000,000 consisting of 380,000,000 shares of
common stock, par value $.001 per share (the “Common Stock”), and 5,000,000
shares of preferred stock, par value $.001 per share (the “Preferred
Stock”).
The Board
of Directors may divide the Preferred Stock into any number of series, fix the
designation and number of shares of each such series, and determine or change
the designation, relative rights, preferences, and limitations of any series of
Preferred Stock. The Board of Directors (within the limits and
restrictions of any resolutions adopted by it originally fixing the number of
any shares of any series of Preferred Stock) may increase or decrease the number
of shares initially fixed for any series, but no such decrease shall reduce the
number below the number of shares then outstanding and shares duly reserved for
issuance.
FIFTH: In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors shall have the power, both before and after receipt of any payment
for any of the Corporation's capital stock, to adopt, amend, repeal or otherwise
alter the Bylaws of the Corporation without any action on the part of the
stockholders; provided, however, that the grant of such power to the Board of
Directors shall not divest the stockholders of nor limit their power to adopt,
amend, repeal, or otherwise alter the Bylaws.
SIXTH: Elections
of directors need not be by written ballot unless the Bylaws of the Corporation
shall so provide.
SEVENTH: The
Corporation reserves the rights to adopt, repeal, rescind or amend in any
respect any provisions contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by applicable law, and all rights conferred
on stockholders herein are granted subject to this reservation.
EIGHTH: A
director of the Corporation shall, to the fullest extent permitted by the
General Corporation Law of the State of Delaware as it now exists or as it may
hereafter be amended, not be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Neither
any amendment nor repeal of this Article EIGHTH, nor the adoption of any
provision of this Amended and Restated Certificate of Incorporation inconsistent
with this Article EIGHTH, shall eliminate or reduce the effect of this Article
EIGHTH in respect of any matter occurring or any cause of action, suit or claim
that, but for this Article EIGHTH, would accrue or arise prior to such
amendment, repeal or adoption of an inconsistent provision.
NINTH: This
Amended and Restated Certificate of Incorporation was duly adopted in accordance
with the provisions of Section 245 of the General Corporation Law of the State
of Delaware.
IN
WITNESS WHEREOF, Discovery Laboratories, Inc., has caused this Amended and
Restated Certificate of Incorporation to be signed by its duly authorized
officer this 9th day of December 2009.
| DISCOVERY LABORATORIES, INC. | |||
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By:
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/s/ W. Thomas Amick | |
| Name: W. Thomas Amick | |||
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Title: Chairman
of the Board and interim Chief Executive Officer
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