Attached files
| file | filename |
|---|---|
| 10-Q - WLG INC | v202218_10q.htm |
| EX-31.1 - WLG INC | v202218_ex31-1.htm |
| EX-32.1 - WLG INC | v202218_ex32-1.htm |
| EX-31.2 - WLG INC | v202218_ex31-2.htm |
Exhibit
3.1
SECOND
RESTATED CERTIFICATE OF INCORPORATION
OF
WLG
INC.
WLG Inc., a corporation organized and
existing under the laws of the State of Delaware, hereby certifies as
follows:
1. The
present name of the corporation (hereinafter called the “Corporation”) is WLG
Inc. The Corporation was originally incorporated under the name
Wako Logistics Inc. and the date of filing the original certificate of
incorporation of the Corporation with the Secretary of State of the State of
Delaware is December 2, 2003.
2. The
provisions of the certificate of incorporation of the Corporation as heretofore
amended and/or supplemented, are hereby restated and integrated into the single
instrument which is hereinafter set forth, and which is entitled Second Restated
Certificate of Incorporation of WLG Inc., without further amendment
and without any discrepancy between the provisions of the certificate of
incorporation as heretofore amended and supplemented and the provisions of the
said single instrument hereinafter set forth.
3. The
Board of Directors of the Corporation has duly adopted this Second Restated
Certificate of Incorporation pursuant to the provisions of Section 245 of the
General Corporation Law of the State of Delaware in the form set forth as
follows:
SECOND
RESTATED CERTIFICATE OF INCORPORATION
OF
WLG
INC.
FIRST:
The name of the Corporation is WLG Inc.
SECOND:
The address of its registered office in the State of Delaware is Corporation
Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington,
County of New Castle, 19808. The name of its registered agent at such address is
The Corporation Service Company.
THIRD:
The nature of the business or purposes to be conducted or promoted is: To engage
in any lawful act or activity of which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH:
The total number of shares of stock which the Corporation shall have authority
to issue is seventy-five million (75,000,000) shares consisting of (i)
sixty-five million (65,000,000) shares of Common Stock, par value $0.001 per
share and (ii) ten million (10,000,000) shares of Preferred Stock, par value
$0.001 per share.
The
powers, preferences and rights, and the qualifications, limitations and
restrictions of the Corporation’s Common Stock and Preferred Stock are as
follows:
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(a)
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holders
of the Corporation’s Common Stock as a class, have equal ratable rights to
receive dividends when, as and if declared by the Board of Directors, out
of funds legally available therefor and are entitled upon liquidation of
the Company to share ratably in the net assets available for distribution,
are not redeemable and have no pre-emptive or similar rights; and holders
of the Corporation’s Common Stock have one non-cumulative vote for each
share held of record on all matters to be voted on by the Corporation’s
stockholders.
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(b)
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the
shares of Preferred Stock may be issued in series, and shall have such
voting powers, full or limited, or no voting powers, and such
designations, preferences and relative participating, optional or other
special rights, and qualifications, limitations or restrictions thereof,
as shall be stated and expressed in the resolution or resolutions
providing for the issuance of such stock adopted from time to time by the
Board of Directors. The Board of Directors is hereby expressly vested with
authority to determine and fix in the resolution or resolutions providing
for the issuances of Preferred Stock the voting powers, designations,
preferences and rights, and the qualifications, limitations or
restrictions thereof, of each such series to the full extent now or
hereafter permitted by the laws of the State of
Delaware.
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FIFTH:
The Corporation is to have perpetual existence.
SIXTH:
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 §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 §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 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.
SEVENTH: The
personal liability of the directors of the Corporation is hereby eliminated to
the fullest extent permitted by the provisions of paragraph (7) of subsection
(b) of §102 of the General Corporation Law of the State of Delaware, as the
same may be amended and supplemented.
EIGHTH: The
Corporation shall, to the fullest extent permitted by the provisions of §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, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in such person's 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 person.
NINTH: From
time to time any of the provisions of this certificate of incorporation may be
amended, altered, or repealed, and other provisions authorized by the laws of
the State of Delaware at the time in force may be added or inserted in the
manner and at the time prescribed by said laws, and all rights at any time
conferred upon the stockholders of the corporation by this certificate of
incorporation are granted subject to the provisions of this Article
NINTH.
IN WITNESS WHEREOF, the
Corporation has caused this Certificate to be signed by its duly authorized
officer, this 5th day of
October, 2010.
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WLG
INC.
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By:
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/s/ Edmund Pawelko
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Name:
Edmund Pawelko
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Title:
Chief Financial Officer
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