Attached files
file | filename |
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S-1/A - FORM S-1/A - Targa Resources Corp. | h75749a3sv1za.htm |
EX-4.1 - EX-4.1 - Targa Resources Corp. | h75749a3exv4w1.htm |
EX-5.1 - EX-5.1 - Targa Resources Corp. | h75749a3exv5w1.htm |
EX-3.2 - EX-3.2 - Targa Resources Corp. | h75749a3exv3w2.htm |
EX-8.1 - EX-8.1 - Targa Resources Corp. | h75749a3exv8w1.htm |
EX-10.1 - EX-10.1 - Targa Resources Corp. | h75749a3exv10w1.htm |
EX-10.3 - EX-10.3 - Targa Resources Corp. | h75749a3exv10w3.htm |
EX-10.2 - EX-10.2 - Targa Resources Corp. | h75749a3exv10w2.htm |
EX-10.66 - EX-10.66 - Targa Resources Corp. | h75749a3exv10w66.htm |
EX-10.93 - EX-10.93 - Targa Resources Corp. | h75749a3exv10w93.htm |
EX-10.46 - EX-10.46 - Targa Resources Corp. | h75749a3exv10w46.htm |
EX-10.92 - EX-10.92 - Targa Resources Corp. | h75749a3exv10w92.htm |
EX-10.11 - EX-10.11 - Targa Resources Corp. | h75749a3exv10w11.htm |
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
TARGA RESOURCES CORP.
The original Certificate of Incorporation of Targa Resources Corp. (the Corporation)
was filed with the Secretary of State of the State of Delaware on October 27, 2005. The
Corporations name under which it was originally incorporated was Targa Resources Investments
Inc.
This Amended and Restated Certificate of Incorporation (this Certificate of
Incorporation) has been declared advisable by the board of directors of the Corporation (the
Board), duly adopted by the stockholders of the Corporation and duly executed and
acknowledged by the officers of the Corporation in accordance with Sections 103, 228, 242 and 245
of the General Corporation Law of the State of Delaware (the DGCL).
The text of the Certificate of Incorporation of the Corporation is hereby amended and restated
to read in its entirety as follows:
FIRST: The name of the corporation is Targa Resources Corp. (the Corporation).
SECOND: The address of the Corporations registered office in the State of Delaware is at
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name of the
Corporations registered agent for service of process in the State of Delaware at such address is
The Corporation Trust Company.
THIRD: 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 DGCL.
FOURTH: The total number of shares of stock which the Corporation shall have authority to
issue is 400 million shares of capital stock, classified as (i) 100 million shares of preferred
stock, par value $0.001 per share (Preferred Stock), and (ii) 300 million shares of
common stock, par value $0.001 per share (Common Stock).
The designations and the powers, preferences, rights, qualifications, limitations and
restrictions of the Preferred Stock and Common Stock are as follows:
1. Provisions Relating to the Preferred Stock.
(a) The Preferred Stock may be issued from time to time in one or more classes or series, the
shares of each class or series to have such designations and powers, preferences, and rights, and
qualifications, limitations, and restrictions thereof, as are stated and
expressed herein and in the resolution or resolutions providing for the issue of such class or
series adopted by the Board as hereafter prescribed (a Preferred Stock Designation).
(b) Authority is hereby expressly granted to and vested in the Board to authorize the issuance
of the Preferred Stock from time to time in one or more classes or series, and with respect to each
class or series of the Preferred Stock, to fix and state by the resolution or resolutions from time
to time adopted providing for the issuance thereof the designation and the powers, preferences,
rights, qualifications, limitations and restrictions relating to each class or series of the
Preferred Stock, including, but not limited to, the following:
(i) whether or not the class or series is to have voting rights, full, special or limited, or
is to be without voting rights, and whether or not such class or series is to be entitled to vote
as a separate class either alone or together with the holders of one or more other classes or
series of stock;
(ii) the number of shares to constitute the class or series and the designations thereof;
(iii) the preferences, and relative, participating, optional or other special rights, if any,
and the qualifications, limitations or restrictions thereof, if any, with respect to any class or
series;
(iv) whether or not the shares of any class or series shall be redeemable at the option of the
Corporation or the holders thereof or upon the happening of any specified event, and, if
redeemable, the redemption price or prices (which may be payable in the form of cash, notes,
securities or other property), and the time or times at which, and the terms and conditions upon
which, such shares shall be redeemable and the manner of redemption;
(v) whether or not the shares of a class or series shall be subject to the operation of
retirement or sinking funds to be applied to the purchase or redemption of such shares for
retirement, and, if such retirement or sinking fund or funds are to be established, the annual
amount thereof, and the terms and provisions relative to the operation thereof;
(vi) the dividend rate, whether dividends are payable in cash, stock of the Corporation or
other property, the conditions upon which and the times when such dividends are payable, the
preference to or the relation to the payment of dividends payable on any other class or classes or
series of stock, whether or not such dividends shall be cumulative or noncumulative, and if
cumulative, the date or dates from which such dividends shall accumulate;
(vii) the preferences, if any, and the amounts thereof which the holders of any class or
series thereof shall be entitled to receive upon the voluntary or involuntary dissolution of, or
upon any distribution of the assets of, the Corporation;
(viii) whether or not the shares of any class or series, at the option of the Corporation or
the holder thereof or upon the happening of any specified event, shall be convertible into or
exchangeable for, the shares of any other class or classes or of any other series of the same or
any other class or classes of stock, securities or other property of the Corporation and the
conversion price or prices or ratio or ratios or the rate or rates at which such
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exchange may be made, with such adjustments, if any, as shall be stated and expressed or
provided for in such resolution or resolutions; and
(ix) such other special rights and protective provisions with respect to any class or series
as may to the Board seem advisable.
(c) The shares of each class or series of the Preferred Stock may vary from the shares of any
other class or series thereof in any or all of the foregoing respects. The Board may increase the
number of shares of the Preferred Stock designated for any existing class or series by a resolution
adding to such class or series authorized and unissued shares of the Preferred Stock not designated
for any other class or series. The Board may decrease the number of shares of the Preferred Stock
designated for any existing class or series by a resolution subtracting from such class or series
authorized and unissued shares of the Preferred Stock designated for such existing class or series,
and the shares so subtracted shall become authorized, unissued, and undesignated shares of the
Preferred Stock.
2. Provisions Relating to the Common Stock.
(a) Each share of Common Stock of the Corporation shall have identical rights and privileges
in every respect. The Common Stock shall be subject to the express terms of the Preferred Stock
and any series thereof. Except as may otherwise be provided in this Certificate of Incorporation,
in a Preferred Stock Designation or by applicable law, the holders of shares of Common Stock shall
be entitled to one vote for each such share upon all questions presented to the stockholders, the
holders of shares of Common Stock shall have the exclusive right to vote for the election of
directors and for all other purposes, and the holders of Preferred Stock shall not be entitled to
vote at or receive notice of any meeting of stockholders.
(b) Notwithstanding the foregoing, except as otherwise required by law, holders of Common
Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation
(including any certificate of designations relating to any series of Preferred Stock) that relates
solely to the terms of one or more outstanding series of Preferred Stock if the holders of such
affected series are entitled, either separately or together with the holders of one or more other
such series, to vote thereon pursuant to this Certificate of Incorporation (including any
certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.
(c) Subject to the prior rights and preferences, if any, applicable to shares of the Preferred
Stock or any series thereof, the holders of shares of the Common Stock shall be entitled to receive
such dividends (payable in cash, stock or otherwise) as may be declared thereon by the Board at any
time and from time to time out of any funds of the Corporation legally available therefor.
(d) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation, after distribution in full of the preferential amounts, if any, to be distributed to
the holders of shares of the Preferred Stock or any class or series thereof, the holders of shares
of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation
available for distribution to its stockholders, ratably in proportion to the number
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of shares of the Common Stock held by them. A liquidation, dissolution or winding-up of the
Corporation, as such terms are used in this Paragraph (d), shall not be deemed to be occasioned by
or to include any consolidation or merger of the Corporation with or into any other corporation or
corporations or other entity or a sale, lease, exchange or conveyance of all or a part of the
assets of the Corporation.
3. General.
(a) Subject to the foregoing provisions of this Certificate of Incorporation and any
then-existing Preferred Stock Designation, the Corporation may issue shares of its Preferred Stock
and Common Stock from time to time for such consideration (not less than the par value thereof) as
may be fixed by the Board, which is expressly authorized to fix the same in its absolute and
uncontrolled discretion subject to the foregoing conditions. Shares so issued for which the
consideration shall have been paid or delivered to the Corporation shall be deemed fully paid stock
and shall not be liable to any further call or assessment thereon, and the holders of such shares
shall not be liable for any further payments in respect of such shares.
(b) The Corporation shall have authority to create and issue rights and options entitling
their holders to purchase shares of the Corporations capital stock of any class or series or other
securities of the Corporation, and such rights and options shall be evidenced by instrument(s)
approved by the Board. The Board shall be empowered to set the exercise price, duration, times for
exercise, and other terms of such options or rights; provided, however, that the consideration to
be received for any shares of capital stock subject thereto shall not be less than the par value
thereof.
(c) The Corporation shall be entitled to treat the person in whose name any share of its stock
is registered as the owner thereof for all purposes and shall not be bound to recognize any
equitable or other claim to, or interest in, such share on the part of any other person, whether or
not the Corporation shall have notice thereof, except as expressly provided by applicable law.
FIFTH: The number of directors which shall constitute the entire Board shall be fixed from
time to time by a majority of the directors then in office and shall be divided into three classes
as determined by a resolution of the Board: Class I, Class II and Class III. Each director shall
serve for a term ending on the third annual meeting following the annual meeting of stockholders at
which such director was elected; provided, however, that the directors first elected to Class I
shall serve for a term expiring at the annual meeting of stockholders next following the end of the
calendar year 2010, the directors first elected to Class II shall serve for a term expiring at the
annual meeting of stockholders next following the end of the calendar year 2011, and the directors
first elected to Class III shall serve for a term expiring at the annual meeting of stockholders
next following the end of the calendar year 2012. Each director shall hold office until the annual
meeting of stockholders at which such directors term expires and, the foregoing notwithstanding,
shall serve until his successor shall have been duly elected and qualified or until his earlier
death, resignation or removal.
At such annual election, the directors chosen to succeed those whose terms then expire shall
be of the same class as the directors they succeed, unless, by reason of any intervening
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changes in the authorized number of directors, the Board shall have designated one or more
directorships whose terms then expire as directorships of another class in order to more nearly
achieve equality of number of directors among the classes.
The number of directors of the Corporation shall be as specified in, or determined in the
manner provided in, the bylaws of the Corporation. Unless and except to the extent that the bylaws
of the Corporation so provide, the election of directors need not be by written ballot. In the
event of any changes in the authorized number of directors, each director then continuing to serve
shall nevertheless continue as a director of the class of which he or she is a member until the
expiration of his current term, or his prior death, resignation or removal. The Board shall specify
the class to which a newly created directorship shall be allocated.
SIXTH: Special meetings of stockholders of the Corporation may be called only by the Chairman
of the Board, the Chief Executive Officer or the Board pursuant to a resolution adopted by a
majority of the total number of directors which the Corporation would have if there were no
vacancies. The person or persons authorized to call special meetings of the Board may fix the
place and time of the meetings.
SEVENTH: In furtherance of, and not in limitation of, the powers conferred by the laws of the
State of Delaware, the Board is expressly authorized to adopt, amend or repeal the bylaws of the
Corporation by a majority vote of the total number of directors which the Corporation would have if
there were no vacancies, subject to the power of the stockholders of the Corporation to alter or
repeal any bylaw whether adopted by them or otherwise; provided, however, that, the provisions of
this Seventh Article notwithstanding, bylaws shall not be adopted, altered, amended or repealed by
the stockholders of the Corporation except by the vote of holders of
not less than
662/3% in voting
power of the then-outstanding shares of stock entitled to vote generally in the election of
directors (considered for this purpose as one class).
EIGHTH: Whenever a compromise or arrangement is proposed between the Corporation and its
creditors or any class of them and/or between the 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 the Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the Corporation under the provisions of 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 the Corporation under the provisions of 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 the 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 the Corporation, as
the case may be, agree to any compromise or arrangement and to any reorganization of the
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 the Corporation, as the case may be, and also on the Corporation.
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NINTH: No director of the Corporation shall be liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty 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. In addition to the circumstances in which a director of the Corporation
is not personally liable as set forth in the preceding sentence, a director of the Corporation
shall not be liable to the fullest extent permitted by any amendment to the DGCL hereafter enacted
that further limits the liability of a director.
The Corporation shall indemnify any person who was, is or is threatened to be made a party to
a proceeding (as hereinafter defined) by reason of the fact that he or she (i) is or was a director
or officer of the Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner, venturer, proprietor,
trustee, employee, agent or similar functionary of another foreign or domestic corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise
(each, a Subject Enterprise) to the fullest extent permitted under the DGCL, as the same
exists or may hereafter be amended. Such right shall be a contract right and as such shall inure
to the benefit of any director or officer who is elected and accepts the position of director or
officer of the Corporation or elects to continue to serve as a director or officer of the
Corporation while this Article Ninth is in effect.
In the event that any indemnified person has indemnification rights against, or otherwise has
rights to receive indemnification from, one or more Subject Enterprises with respect to or on
account of a proceeding giving rise to similar indemnification obligations on the part of the
Corporation to such indemnified person, (i) the indemnification rights contained in this
Certificate of Incorporation shall be subordinate to any indemnification rights provided by such
Subject Enterprise(s) and (ii) such indemnified person shall be entitled to indemnification from
the Corporation only to the extent such Subject Enterprise(s) fail to provide or are not otherwise
obligated to provide indemnification for such proceeding. In the event the Corporation shall be
obligated to indemnify any indemnified person pursuant to the foregoing clause (ii), the
Corporation shall be subrogated to all rights of such indemnified person against, or otherwise to
receive indemnification from, each Subject Enterprise with respect to or on account of the
proceeding giving rise to the Corporations obligation to indemnify such indemnified person
pursuant to the foregoing clause (ii), including without limitation any and all rights of such
indemnified person to indemnification from such Subject Enterprise under the articles or
certificate of incorporation, bylaws, regulations, limited liability company agreement, partnership
agreement or other organizational documents of such Subject Enterprise or any agreement between
such indemnified person and such Subject Enterprise.
Any repeal or amendment of this Article Ninth shall be prospective only and shall not limit
the rights of any such director or officer or the obligations of the Corporation with respect to
any claim arising from or related to the services of such director or officer in any of the
foregoing capacities prior to any such repeal or amendment to this Article Ninth. Such right shall
include the right to be paid by the Corporation expenses (including without limitation attorneys
fees) actually and reasonably incurred by him in defending any such proceeding in advance of its
final disposition to the maximum extent permitted under the DGCL, as the same
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exists or may hereafter be amended. If a claim for indemnification or advancement of expenses
hereunder is not paid in full by the Corporation within sixty (60) days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the
claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a
defense to any such action that such indemnification or advancement of costs of defense is not
permitted under the DGCL, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board or any committee thereof, independent
legal counsel or stockholders) to have made its determination prior to the commencement of such
action that indemnification of, or advancement of costs of defense to, the claimant is permissible
in the circumstances nor any actual determination by the Corporation (including its Board or any
committee thereof, independent legal counsel or stockholders) that such indemnification or
advancement is not permissible shall be a defense to the action or create a presumption that such
indemnification or advance is not permissible. In the event of the death of any person having a
right of indemnification under the foregoing provisions, such right shall inure to the benefit of
his or her heirs, executors, administrators and personal representatives. The rights conferred
above shall not be exclusive of any other right which any person may have or hereafter acquire
under any statute, bylaw, resolution of stockholders or directors, agreement or otherwise.
The Corporation may also indemnify any employee or agent of the corporation or a Subject
Enterprise to the fullest extent permitted by law.
As used herein, the term proceeding means any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative, arbitrative or investigative (other than an
action by or in the right of the Corporation), any appeal in such an action, suit or proceeding,
any inquiry or investigation that could lead to such an action, suit or proceeding.
Any amendment, repeal or modification of this Ninth Article shall be prospective only and
shall not affect any limitation on liability of a director or officer for acts or omissions
occurring prior to the date of such amendment, repeal or modification.
TENTH: To the fullest extent permitted by applicable law, the Corporation, on behalf of
itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its
subsidiaries in any business opportunity, transaction or other matter in which Warburg Pincus LLC
or any private fund that it manages or advises (the Sponsor) (other than the Corporation
and its subsidiaries), their officers, directors, partners, employees or other agents who serve as
a director of the Corporation, Merrill Lynch Ventures L.P. 2001, its affiliates (other than the
Corporation and its subsidiaries), and any portfolio company in which such entities or persons has
an equity interest (other than the Corporation and its subsidiaries) (each, a Specified
Party) participates or desires or seeks to participate in and that involves any aspect of the
energy business or industry, unless any such business opportunity, transaction or matter is (a)
offered to such Specified Party in its capacity as a director of the Corporation and with respect
to which no other Specified Party (other than a director of the Corporation) independently receives
notice or otherwise identifies such business opportunity, transaction or matter or (b) identified
by such Specified Party solely through the disclosure of information by the Corporation or on the
Corporations behalf, even if the opportunity is one that the Corporation or its subsidiaries might
reasonably be deemed to have pursued or had the ability or desire to pursue if granted the
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opportunity to do so and each such Specified Party shall have no duty to communicate or offer
such business opportunity to the Corporation and, to the fullest extent permitted by applicable
law, shall not be liable to the Corporation or any of its subsidiaries or any stockholder for
breach of any fiduciary or other duty, as a director or officer or controlling stockholder or
otherwise, by reason of the fact that such Specified Party pursues or acquires such business
opportunity, directs such business opportunity to another person or fails to present such business
opportunity, or information regarding such business opportunity, to the Corporation or its
subsidiaries.
Neither the amendment nor repeal of this Tenth Article, nor the adoption of any provision of
this Certificate of Incorporation or the bylaws of the Corporation, nor, to the fullest extent
permitted by Delaware Law, any modification of law, shall adversely affect any right or protection
of any person granted pursuant hereto existing at, or arising out of or related to any event, act
or omission that occurred prior to, the time of such amendment, repeal, adoption or modification
(regardless of when any proceeding (or part thereof) relating to such event, act or omission arises
or is first threatened, commenced or completed).
If any provision or provisions of this Tenth Article shall be held to be invalid, illegal or
unenforceable as applied to any circumstance for any reason whatsoever: (a) the validity, legality
and enforceability of such provisions in any other circumstance and of the remaining provisions of
this Tenth Article (including, without limitation, each portion of any paragraph of this Tenth
Article containing any such provision held to be invalid, illegal or unenforceable that is not
itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and (b) to the fullest extent possible, the provisions of this Tenth Article (including,
without limitation, each such portion of any paragraph of this Tenth Article containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the
Corporation to protect its directors, officers, employees and agents from personal liability in
respect of their good faith service to or for the benefit of the Corporation to the fullest extent
permitted by law.
This Tenth Article shall not limit any protections or defenses available to, or
indemnification rights of, any director or officer of the Corporation under this Certificate of
Incorporation or applicable law. Any person or entity purchasing or otherwise acquiring any
interest in any securities of the Corporation shall be deemed to have notice of and to have
consented to the provisions of this Tenth Article.
ELEVENTH: Subject to the rights of holders of any series of Preferred Stock with respect to
such series of Preferred Stock, any action required or permitted to be taken by the stockholders of
the Corporation must be taken at a duly held annual or special meeting of stockholders and may not
be taken by any consent in writing of such stockholders.
TWELFTH: The Corporation shall have the right, subject to any express provisions or
restrictions contained in this Certificate of Incorporation or bylaws of the Corporation, from time
to time, to amend this Certificate of Incorporation or any provision hereof in any manner now or
hereafter provided by law, and all rights and powers of any kind conferred upon a director or
stockholder of the Corporation by this Certificate of Incorporation or any amendment hereof are
subject to such right of the Corporation.
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THIRTEENTH: The Corporation elects not to by governed by 8 Del. C. § 203 (the Delaware
Takeover Statute), as now in effect or hereafter amended, or any successor statute thereto;
provided, however, that the Corporation will be governed by the Delaware Takeover
Statute at, and subsequent to, such time as the Sponsor, its direct and indirect transferees of
Common Stock Owned (such term as used herein to have the meaning ascribed to such term in the
Delaware Takeover Statute) by the Sponsor as of the filing of this Amended and Restated Certificate
of Incorporation (the Sponsor Stock) (other than transferees that acquire Sponsor Stock
pursuant to (i) an underwritten public offering, (ii) a sale under Rule 144 under the Securities
Act of 1933, as amended, or (iii) a public distribution to more than 20 persons or entities) and
their respective Affiliates and successors, as well as any group (within the meaning of Rule
13d-5 of the Exchange Act) that includes any of the foregoing persons or entities, no longer Own
Sponsor Stock that represents 15% or more of the outstanding shares of Common Stock (the
Ownership Condition Trigger); provided, further, however, that notwithstanding
the foregoing the Ownership Condition Trigger shall in any event be deemed satisfied and the
Corporation will be governed by the Delaware Takeover Statute if and when (i) the Sponsor ceases to
Own Sponsor Stock that represents 15% or more of the outstanding Common Stock and (ii) no person,
entity or group has filed a document (on or before the tenth day following the date that the
Sponsor ceases to Own Sponsor Stock that represents 15% or more of the outstanding Common Stock)
pursuant to the Exchange Act that includes a statement that such person, entity or group Owns
Sponsor Stock that represents 15% or more of the outstanding Common Stock
FOURTEENTH: Notwithstanding any other provision of this Certificate of Incorporation or the
bylaws of the Corporation (and in addition to any other vote that may be required by law, this
Certificate of Incorporation or the bylaws), the affirmative vote of the holders of at least 662/3%
in voting power of the outstanding shares of stock of the Corporation entitled to vote generally in
the election of directors (considered for this purpose as one class) shall be required to amend,
alter or repeal any provision of this Certificate of Incorporation.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of
Incorporation as of this day of November, 2010.
TARGA RESOURCES CORP. |
||||
By: | ||||
Name: | Rene Joyce | |||
Title: | Chief Executive Officer | |||