Attached files
| file | filename |
|---|---|
| 8-K - SONIC SOLUTIONS/CA/ | v190255_8k.htm |
| EX-3.2 - SONIC SOLUTIONS/CA/ | v190255_ex3-2.htm |
Exhibit
3.1
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
SONIC
SOLUTIONS
DAVID C.
HABIGER and Mary C. Sauer certify that:
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1.
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They
are the President and Secretary, respectively, of Sonic Solutions, a
California corporation (the
“corporation”).
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2.
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There
are no shares of Series A Preferred Stock, Series B Preferred
Stock, Series C Preferred Stock, Series D Preferred Stock,
Series E Preferred Stock, and Series F Preferred Stock outstanding
and said classes of Preferred Stock are all hereby cancelled in accordance
with Section 510(c) of the California Corporations Code and all references
in the Articles of Incorporation of the corporation are hereby
eliminated.
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3.
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The
Articles of Incorporation of the corporation, amended and restated as of
the date of filing this certificate, including amendments set forth herein
but not separately filed (and with the omissions required by Section
510(f) and Section 910 of the California Corporations Code), are restated
in their entirety as set forth in Exhibit 1 attached hereto and made a
part hereof by this reference.
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4.
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The
Amended and Restated Articles of Incorporation set forth herein have been
duly approved by the Board of Directors alone of the corporation in
accordance with Section 510(f), Section 905(d), and Section 910
of the California Corporations
Code.
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The
undersigned further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct to our knowledge.
Dated:
July 6, 2010
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/s/ David C. Habiger
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David
C. Habiger, President
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/s/ Mary C. Sauer
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Mary
C. Sauer, Secretary
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Exhibit
1
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
SONIC
SOLUTIONS
ARTICLE
I
The name
of the Corporation is Sonic Solutions.
ARTICLE
II
The
purpose of the Corporation is to engage in any lawful act or activity for which
a corporation may be organized under the General Corporation Law of California
other than the banking business, the trust company business, or the practice of
a profession permitted to be incorporated by the California Corporations
Code.
ARTICLE
III
Section
1. The liability of the directors of the Corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
Unless applicable law otherwise provides, any amendment, repeal or modification
of this Article IV shall not adversely affect any right or protection of a
director under this Article IV that existed at or prior to the time of such
amendment, repeal or modification. If, after the effective date of this Article,
California law is amended in a manner that permits a corporation to limit the
monetary or other liability of its directors or to authorize indemnification of,
or advancement of defense expenses to, its directors or other persons, in any
such case to a greater extent than is permitted on such effective date, the
references in this Article to “California law” shall to that extent be deemed to
refer to California law so amended.
Section
2. The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) through bylaw
provisions, agreements with the agents, vote of shareholders or disinterested
directors, or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to the limits
set forth in Section 204 of the California Corporations Code with respect
to actions for breach of duty to the Corporation or its
shareholders. The Corporation is further authorized to provide
insurance for agents as set forth in Section 317 of the California
Corporations Code, provided that, in cases where the Corporation owns all or a
portion of the shares of the company issuing the insurance policy, the company
and/or the policy must meet one of the two sets of conditions set forth in
Section 317, as amended.
ARTICLE
IV
Section
1. The Corporation is authorized to issue only two classes of shares,
designated “Common Stock” and “Preferred Stock,” respectively, both of which
shall have no par value. The number of shares of Common Stock authorized to be
issued is 100,000,000 shares. The number of Preferred Stock authorized to be
issued is 10,000,000 shares. The class of shares designated as
Series A through Series F Preferred Stock, representing all series of
designated Preferred Stock, are hereby cancelled. There are no shares
of Preferred Stock outstanding.
Section
2. The Board of Directors of the corporation may designate, fix the number
of shares of, and determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon, any wholly unissued series of Preferred
Stock. As to any series of Preferred Stock, the number of shares of which is
authorized to be fixed by the Board, the Board may, within any limits and
restrictions stated in the resolutions of the Board originally fixing the number
of shares constituting such series, increase or decrease (but not below the
number of shares of such series then outstanding) the number of shares of any
such series subsequent to the issue of shares of that series. Any new series of
Preferred Stock may be designated, fixed and determined as provided herein
without further approval of the holders of Common Stock or Preferred Stock, or
any series thereof.
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