Attached files
file | filename |
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8-K - FORM 8-K - GSI COMMERCE INC | c18799e8vk.htm |
EX-3.2 - EXHIBIT 3.2 - GSI COMMERCE INC | c18799exv3w2.htm |
EX-10.2 - EXHIBIT 10.2 - GSI COMMERCE INC | c18799exv10w2.htm |
EX-10.3 - EXHIBIT 10.3 - GSI COMMERCE INC | c18799exv10w3.htm |
EX-10.1 - EXHIBIT 10.1 - GSI COMMERCE INC | c18799exv10w1.htm |
EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GSI COMMERCE, INC.
CERTIFICATE OF INCORPORATION
OF
GSI COMMERCE, INC.
ARTICLE I
The name of the corporation is GSI Commerce, Inc. (hereinafter referred to as the
Corporation).
ARTICLE II
The address of the Corporations registered office in the State of Delaware is The Corporation
Trust Center, 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.
ARTICLE III
The nature of the business and the purposes to be conducted and promoted by the Corporation
are to conduct any lawful business, to promote any lawful purpose and to engage in any lawful act
or activity for which corporations may be organized under the Delaware General Corporation Law
(DGCL).
ARTICLE IV
1. The total number of shares of stock which the Corporation shall have authority to issue is
one thousand (1,000) shares of common stock, $.001 par value per share (the Common
Stock).
2. Shares of the Common Stock may be issued from time to time as the Board of Directors of
the Corporation (the Board) shall determine and on such terms and for such consideration
as shall be fixed by the Board. The amount of the authorized Common Stock of the Corporation may
be increased or decreased by the affirmative vote of the holders of a majority of the outstanding
Common Stock of the Corporation entitled to vote.
ARTICLE V
Elections of directors need not be by written ballot unless required by the Amended and
Restated Bylaws of the Corporation. Any director may be removed from office either with or without
cause at any time by the affirmative vote of the holders of a majority of the outstanding Common
Stock of the Corporation entitled to vote, given at a meeting of the stockholders called for that
purpose, or by the consent of the holders of a majority of the outstanding Common Stock of the
Corporation entitled to vote, given in accordance with DGCL Section 228.
ARTICLE VI
In furtherance and not in limitation of the powers conferred upon the Board by law, the Board
shall have the power to make, adopt, alter, amend and repeal from time to time the Bylaws of the
Corporation subject to the right of the stockholders entitled to vote with respect thereto to
alter, amend and repeal Bylaws made by the Board.
ARTICLE VII
1. The liability of the directors of the Corporation for monetary damages shall be eliminated
to the fullest extent under applicable law. If the DGCL is amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated to the fullest extent permitted by the DGCL, as so
amended.
2. Any repeal or modification of this Article VII shall be prospective and shall not affect
the rights under this Article VII in effect at the time of the alleged occurrence of any act or
omission to act giving rise to liability or indemnification.
3. Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of
this Corporations Certificate of Incorporation inconsistent with this Article VII, shall eliminate
or reduce the effect of this Article VII in respect of any matter occurring, or any action or
proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to
such amendment, repeal or adoption of an inconsistent provision.