Attached files
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8-K - FORM 8-K - OSTEOTECH INC | c08592e8vk.htm |
EX-3.2 - EXHIBIT 3.2 - OSTEOTECH INC | c08592exv3w2.htm |
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
OSTEOTECH, INC.
CERTIFICATE OF INCORPORATION
OF
OSTEOTECH, INC.
FIRST: The name of the corporation is Osteotech, Inc. (hereinafter referred to as the
Corporation).
SECOND: The address of the registered office of the Corporation in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of
its registered agent 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 a
corporation may be organized under the General Corporation Law of the State of Delaware.
FOURTH: The aggregate number of shares the corporation has authority to issue shall be 2,500
shares of Common Stock, $0.01 par value. Holders of Common Stock shall be entitled to one vote for
each share of Common Stock held of record.
FIFTH: The following provisions are inserted for the management of the business and for the
conduct of the affairs of the Corporation, and for further definition, limitation and regulation of
the powers of the Corporation and of its directors and stockholders:
(1) The number of directors of the Corporation shall be such as from time to time shall be
fixed by, or in the manner provided in, the by-laws. Election of directors need not be by ballot
unless the by-laws so provide.
(2) The Board of Directors shall have powers without the assent or vote of the stockholders to
make, alter, amend, change, add to or repeal the by-laws of the Corporation; to fix and vary the
amount to be reserved for any proper purpose; to authorize and cause to be
executed mortgages and liens upon all or any part of the property of the Corporation; to
determine the use and disposition of any surplus or net profits; and to fix the times for the
declaration and payment of dividends.
(3) The directors in their discretion may submit any contract or act for approval or
ratification at any annual meeting of the stockholders or at any meeting of the stockholders called
for the purpose of considering any such act or contract, and any contract or act that shall be
approved or be ratified by the vote of the holders of a majority of the stock of the Corporation
which is represented in person or by proxy at such meeting and entitled to vote thereat (provided
that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid
and as binding upon the Corporation and upon all the stockholders as though it had been approved or
ratified by every stockholder of the Corporation, whether or not the contract or act would
otherwise be open to legal attack because of directors interest, or for any other reason.
(4) In addition to the powers and authorities hereinbefore or by statute expressly conferred
upon them, the directors are hereby empowered to exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of
the statutes of Delaware, of this certificate, and to any by-laws from time to time made by the
stockholders; provided, however, that no by-laws so made shall invalidate any prior act of the
directors which would have been valid if such by-law had not been made.
SIXTH: No director of the Corporation shall be liable to the Corporation or its stockholders
for monetary damages for breach of his or her fiduciary duty as a director; provided, however, that
nothing contained in this Article shall eliminate or limit the liability of a director (a) for any
breach of the directors duty of loyalty to the Corporation or its stockholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law; (c) under Section 174 of the General Corporation Law of the State of
Delaware; or (d) for any transaction from which the director derived 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 of the Corporation for or with respect to any acts or omissions
of such director occurring prior to such amendment or repeal.
SEVENTH: If the General Corporation Law is hereafter amended to authorize the further
elimination or limitation of the liability of a director, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law as so amended.
EIGHTH: Any repeal or modification of the foregoing provisions of Article SIXTH or SEVENTH by
the stockholders of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification with respect to
acts or omissions occurring prior to such repeal or modification.
NINTH: The Corporation reserves the rights to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law,
and all rights and powers conferred herein on stockholders, directors and officers are subject to
this reserved power.
TENTH: Section 203 of the General Corporation Law of the State of Delaware shall not apply to
the Corporation.