Attached files
file | filename |
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8-K - FORM 8-K - SRA INTERNATIONAL, INC. | y92110e8vk.htm |
EX-4.2 - EX-4.2 - SRA INTERNATIONAL, INC. | y92110exv4w2.htm |
EX-4.4 - EX-4.4 - SRA INTERNATIONAL, INC. | y92110exv4w4.htm |
EX-4.3 - EX-4.3 - SRA INTERNATIONAL, INC. | y92110exv4w3.htm |
EX-3.2 - EX-3.2 - SRA INTERNATIONAL, INC. | y92110exv3w2.htm |
EX-4.1 - EX-4.1 - SRA INTERNATIONAL, INC. | y92110exv4w1.htm |
EX-10.2 - EX-10.2 - SRA INTERNATIONAL, INC. | y92110exv10w2.htm |
EX-10.1 - EX-10.1 - SRA INTERNATIONAL, INC. | y92110exv10w1.htm |
EX-10.3 - EX-10.3 - SRA INTERNATIONAL, INC. | y92110exv10w3.htm |
EX-10.4 - EX-10.4 - SRA INTERNATIONAL, INC. | y92110exv10w4.htm |
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SRA INTERNATIONAL, INC.
FIRST: The name of the Corporation is SRA International, Inc.
SECOND: The Corporations registered office in the State of Delaware is at 1679 S.
Dupont Hwy., Suite 100, City of Dover, County of Kent 19901. The name of its registered agent at
such address is Registered Agent Solutions, Inc.
THIRD: The nature of the business of the Corporation and its purpose 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 total number of shares of stock which the Corporation shall have
authority to issue is 1,000 shares of Common Stock, par value $0.01 per share.
FIFTH: The following provisions are inserted for the management of the business and
for the conduct of the affairs of the Corporation and for the purpose of creating, defining,
limiting and regulating the powers of the Corporation and its directors and stockholders:
(a) The number of directors of the Corporation shall be fixed and may be altered from
time to time in the manner provided in the By-Laws, and vacancies in the Board of Directors
and newly created directorships resulting from any increase in the authorized number of
directors may be filled, and directors may be removed, as provided in the By-Laws.
(b) The election of directors may be conducted in any manner approved by the
stockholders at the time when the election is held and need not be by written ballot.
(c) All corporate powers and authority of the Corporation (except as at the time
otherwise provided by law, by this Certificate of Incorporation or by the By-Laws) shall be
vested in and exercised by the Board of Directors.
(d) The Board of Directors shall have the power without the assent or vote of the
stockholders to adopt, amend, alter or repeal the By-Laws of the Corporation, except to the
extent that the By-Laws or this Amended and Restated Certificate of Incorporation otherwise
provide.
(e) 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 that nothing contained in this Article shall eliminate or limit the liability of a
director (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 the law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware or (iv) for any transaction from which the
director derived an improper personal benefit.
SIXTH:
(a) Actions, Suits and Proceedings Other than by or in the Right of the
Corporation. The Corporation shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation), by reason of the fact that he is or was, or has
agreed to become, a director or officer of the Corporation, or is or was serving, or has
agreed to serve, at the request of the Corporation, as a director, officer, partner,
employee or trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise (including any employee benefit plan) (all such
persons being referred to hereafter as an Indemnitee), or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses (including
attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit or proceeding and any
appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
(b) Actions or Suits by or in the Right of the Corporation. The Corporation
shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the Corporation
to procure a judgment in its favor by reason of the fact that he is or was, or has agreed
to become, a director or officer of the Corporation, or is or was serving, or has agreed to
serve, at the request of the Corporation, as a
director, officer, partner, employee or
trustee of, or in a similar capacity with,
another corporation, partnership, joint venture, trust or other enterprise (including
any employee benefit plan), or by reason of any action alleged to have been taken or
omitted in such capacity, against all expenses (including attorneys fees) and, to the
extent permitted by law, amounts paid in settlement actually and reasonably incurred by him
or on his behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the Corporation, except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the Court of
Chancery of Delaware shall determine upon application that, despite the adjudication of
such liability but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses (including attorneys fees) which the
Court of Chancery of Delaware shall deem proper.
(c) Indemnification for Expenses of Successful Party. Notwithstanding the
other provisions of this Article, to the extent that an Indemnitee has been successful, on
the merits or otherwise, in defense of any action, suit or proceeding referred to in
Sections (a) and (b) of this Article SIXTH, or in defense of any claim, issue or matter
therein, or on appeal from any such action, suit or proceeding, he shall be indemnified
against all expenses (including attorneys fees) actually and reasonably incurred by him or
on his behalf in connection therewith. Without limiting the foregoing, if any action, suit
or proceeding is disposed of, on the merits or otherwise (including a disposition without
prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an
adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or
nolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in
good faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and (v) with respect to any criminal proceeding, an
adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful,
the Indemnitee shall be considered for the purposes hereof to have been wholly successful
with respect thereto.
(d) Notification and Defense of Claim. As a condition precedent to his right
to be indemnified, the Indemnitee must notify the Corporation in writing as soon as
practicable of any action, suit, proceeding or investigation involving him for which
indemnity will or could be sought. With respect to any action, suit, proceeding or
investigation of which the Corporation is so notified, the Corporation will be entitled to
participate therein at its own expense and/or to assume the defense thereof at its own
expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the
Corporation to the Indemnitee of its election so to assume such defense, the Corporation
shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred
by the Indemnitee in connection with such action, suit, proceeding or investigation, other
than as provided below in this Section (d). The Indemnitee shall have the right to employ
his own counsel in connection with such action, suit, proceeding or
investigation, but the
fees and expenses of such counsel incurred after notice from
the Corporation of its assumption of the defense thereof shall be at the expense of
the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized
by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that
there may be a conflict of interest or position on any significant issue between the
Corporation and the Indemnitee in the conduct of the defense of such action, suit,
proceeding or investigation or (iii) the Corporation shall not in fact have employed
counsel to assume the defense of such action, suit, proceeding or investigation, in each of
which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of
the Corporation, except as otherwise expressly provided by this Article. The Corporation
shall not be entitled, without the consent of the Indemnitee, to assume the defense of any
claim brought by or in the right of the Corporation or as to which counsel for the
Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The
Corporation shall not be required to indemnify the Indemnitee under this Article for any
amounts paid in settlement of any action, suit, proceeding or investigation effected
without its written consent. The Corporation shall not settle any action, suit, proceeding
or investigation in any manner which would impose any penalty or limitation on the
Indemnitee without the Indemnitees written consent. Neither the Corporation nor the
Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.
(e) Advance of Expenses. Subject to the provisions of Section (f) of this
Article SIXTH, in the event that the Corporation does not assume the defense pursuant to
Section (d) of this Article SIXTH of any action, suit, proceeding or investigation of which
the Corporation receives notice under this Article, any expenses (including attorneys
fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding
or investigation or any appeal therefrom shall be paid by the Corporation in advance of the
final disposition of such matter; provided, however, that the payment of such expenses
incurred by the Indemnitee in advance of the final disposition of such matter shall be made
only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts
so advanced in the event that it shall ultimately be determined that the Indemnitee is not
entitled to be indemnified by the Corporation as authorized in this Article; and further
provided that no such advancement of expenses shall be made if it is determined (in the
manner described in Section (f)) that (i) the Indemnitee did not act in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of the
Corporation, or (ii) with respect to any criminal action or proceeding, the Indemnitee had
reasonable cause to believe his conduct was unlawful. Such undertaking shall be accepted
without reference to the financial ability of the Indemnitee to make such repayment.
(f) Procedure for Indemnification. In order to obtain indemnification or
advancement of expenses pursuant to Section (a), (b), (c) or (e) of this Article SIXTH, the
Indemnitee shall submit to the Corporation a written request, including in such request
such documentation and information as is reasonably available to the Indemnitee and is
reasonably necessary to determine whether and
to what extent the Indemnitee is entitled to
indemnification or advancement of
expenses. Any such indemnification or advancement of expenses shall be made promptly,
and in any event within 60 days after receipt by the Corporation of the written request of
the Indemnitee, unless with respect to requests under Section (a), (b) or (e) of this
Article SIXTH the Corporation determines within such 60-day period that the Indemnitee did
not meet the applicable standard of conduct set forth in Section (a), (b) or (e) of this
Article SIXTH, as the case may be. Such determination shall be made in each instance (a) by
a majority vote of the directors of the Corporation consisting of persons who are not at
that time parties to the action, suit or proceeding in question (disinterested
directors), whether or not a quorum, (b) by a majority vote of a committee of
disinterested directors designated by majority vote of disinterested directors, whether or
not a quorum, (c), if there are no disinterested directors, or if disinterested directors
so direct, by independent legal counsel (who may, to the extent permitted by law, be
regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders
of the Corporation.
(g) Remedies. The right to indemnification or advances as granted by this
Article shall be enforceable by the Indemnitee in any court of competent jurisdiction.
Neither the failure of the Corporation to have made a determination prior to the
commencement of such action that indemnification is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct, nor an actual determination by the
Corporation pursuant to Section (f) of this Article SIXTH that the Indemnitee has not met
such applicable standard of conduct, shall be a defense to the action or create a
presumption that the Indemnitee has not met the applicable standard of conduct. The
Indemnitees expenses (including attorneys fees) incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such proceeding
shall also be indemnified by the Corporation.
(h) Limitations. Notwithstanding anything to the contrary in this Article,
except as set forth in Section (g) of the Article SIXTH, the Corporation shall not
indemnify an Indemnitee in connection with a proceeding (or part thereof) initiated by the
Indemnitee unless the initiation thereof was approved by the Board of Directors of the
Corporation. Notwithstanding anything to the contrary in this Article, the Corporation
shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the
proceeds of insurance, and in the event the Corporation makes any indemnification payments
to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of
insurance, such Indemnitee shall promptly refund such indemnification payments to the
Corporation to the extent of such insurance reimbursement.
(i) Subsequent Amendment. No amendment, termination or repeal of this
Article or of the relevant provisions of the General Corporation Law of Delaware or any
other applicable laws shall affect or diminish in any way the rights of any Indemnitee to
indemnification under the provisions hereof with respect to any action, suit, proceeding or
investigation arising out of or relating to any actions,
transactions or facts occurring prior to the final adoption of such amendment,
termination or repeal.
(j) Other Rights. The indemnification and advancement of expenses provided
by this Article shall not be deemed exclusive of any other rights to which an Indemnitee
seeking indemnification or advancement of expenses may be entitled under any law (common or
statutory), agreement or vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in any other capacity while holding
office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a
director or officer, and shall inure to the benefit of the estate, heirs, executors and
administrators of the Indemnitee. Nothing contained in this Article shall be deemed to
prohibit, and the Corporation is specifically authorized to enter into, agreements with
officers and directors providing indemnification rights and procedures different from those
set forth in this Article. In addition, the Corporation may, to the extent authorized from
time to time by its Board of Directors, grant indemnification rights to other employees or
agents of the Corporation or other persons serving the Corporation and such rights may be
equivalent to, or greater or less than, those set forth in this Article.
(k) Partial Indemnification. If an Indemnitee is entitled under any
provision of this Article to indemnification by the Corporation for some or a portion of
the expenses (including attorneys fees), judgments, fines or amounts paid in settlement
actually and reasonably incurred by him or on his behalf in connection with any action,
suit, proceeding or investigation and any appeal therefrom but not, however, for the total
amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion
of such expenses (including attorneys fees), judgments, fines or amounts paid in
settlement to which the Indemnitee is entitled.
SEVENTH: Subject to Section (i) of Article SIXTH, the Corporation reserves the right
to amend or repeal any provision contained in this Certificate of Incorporation in the manner now
or hereafter prescribed by the laws of the State of Delaware, and all rights herein conferred upon
stockholders or directors are granted subject to this reservation.