Attached files
file | filename |
---|---|
8-K - FORM 8-K - VALEANT PHARMACEUTICALS INTERNATIONAL | y86905e8vk.htm |
EX-3.2 - EX-3.2 - VALEANT PHARMACEUTICALS INTERNATIONAL | y86905exv3w2.htm |
EX-4.1 - EX-4.1 - VALEANT PHARMACEUTICALS INTERNATIONAL | y86905exv4w1.htm |
EX-4.2 - EX-4.2 - VALEANT PHARMACEUTICALS INTERNATIONAL | y86905exv4w2.htm |
EX-10.1 - EX-10.1 - VALEANT PHARMACEUTICALS INTERNATIONAL | y86905exv10w1.htm |
EX-99.2 - EX-99.2 - VALEANT PHARMACEUTICALS INTERNATIONAL | y86905exv99w2.htm |
EX-99.3 - EX-99.3 - VALEANT PHARMACEUTICALS INTERNATIONAL | y86905exv99w3.htm |
EX-99.1 - EX-99.1 - VALEANT PHARMACEUTICALS INTERNATIONAL | y86905exv99w1.htm |
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
VALEANT PHARMACEUTICALS INTERNATIONAL
FIRST: The name of the corporation (hereinafter called the
Corporation) is Valeant Pharmaceuticals International.
SECOND: The address, including street, number, city, and county, of the registered
office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801 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: The aggregate number of shares which the Corporation shall have authority to
issue is 10,001,000 shares of Common Stock, par value $0.01 per share.
FIFTH: In furtherance and not in limitation of the powers conferred upon it by law,
the Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal the
By-laws of the Corporation.
SIXTH: To the fullest extent permitted by the General Corporation Law of the State of
Delaware as it now exists and as it may hereafter be amended, no director or officer of the
Corporation shall be personally liable to the Corporation or any of its stockholders for monetary
damages for breach of fiduciary duty as a director or officer; provided, however, that nothing
contained in this Article SIXTH shall eliminate or limit the liability of a director or officer (i)
for any breach of the directors or officers 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) pursuant to Section 174 of the General Corporation Law of the
State of Delaware or (iv) for any transaction from which the director or officer derived an
improper personal benefit. No amendment to or repeal of this Article SIXTH shall apply to or have
any effect on the liability or alleged liability of any director or officer of the Corporation for
or with respect to any acts or omissions of such director or officer occurring prior to such
amendment or repeal.
2
SEVENTH: The Corporation shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said Section from and
against any and all of the expenses, liabilities, or other matters referred to in or covered by
said Section. Such indemnification shall be mandatory and not discretionary. The indemnification
provided for herein shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any By-laws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. Any repeal or modification of this Article SEVENTH shall not
adversely affect any right to indemnification of any persons existing at the time of such repeal or
modification with respect to any matter occurring prior to such repeal or modification.
The Corporation shall to the fullest extent permitted by the General Corporation Law of the
State of Delaware advance all costs and expenses (including without limitation, attorneys fees and
expenses) incurred by any director or officer within 15 days of the presentation of same to the
Corporation, with respect to any one or more actions, suits or proceedings, whether civil,
criminal, administrative or investigative, so long as the Corporation receives from the director or
officer an unsecured undertaking to repay such expenses if it shall ultimately be determined that
such director or officer is not entitled to be indemnified by the Corporation under the General
Corporation Law of the State of Delaware. Such obligation to advance costs and expenses shall be
mandatory, and not discretionary, and shall include, without limitation, costs and expenses
incurred in asserting affirmative defenses, counterclaims and cross claims. Such undertaking to
repay may, if first requested in writing by the applicable director or officer, be on behalf of
(rather than by) such director or officer, provided that in such case the Corporation shall have
the right to approve the party making such undertaking.
EIGHTH: Unless and except to the extent that the By-laws of the Corporation shall so
require, the election of directors of the Corporation need not be by written ballot.