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8-K - 8-K - Geeknet, Inca15-15625_38k.htm
EX-3.2 - EX-3.2 - Geeknet, Inca15-15625_3ex3d2.htm

Exhibit 3.1

 

FOURTH AMENDED AND RESTATED

 

CERTIFICATE OF INCORPORATION

 

OF

 

GEEKNET, INC.

 

ARTICLE ONE

 

The name of the corporation is Geeknet, Inc.

 

ARTICLE TWO

 

The address of the corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware, 19808. The name of its registered agent at such address is Corporation Service Company.

 

ARTICLE THREE

 

The nature of the business or purposes to be conducted or promoted 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.

 

ARTICLE FOUR

 

The total number of shares of stock which the corporation has authority to issue is one thousand (1,000) shares of Common Stock, with a par value of $0.01 per share.

 

ARTICLE FIVE

 

The corporation is to have perpetual existence.

 

ARTICLE SIX

 

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.

 



 

ARTICLE SEVEN

 

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Election of directors need not be by written ballot unless the by-laws of the corporation so provide.

 

ARTICLE EIGHT

 

A.            To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or as may hereafter be amended, no director of the corporation or any subsidiary of the corporation shall be personally liable to the corporation or its stockholders and shall otherwise be indemnified by the corporation for monetary damages for breach of fiduciary duty as a director of the corporation, any predecessor of the corporation or any subsidiary of the corporation.

 

B.            The corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the corporation, any predecessor of the corporation or any subsidiary of the corporation or serves or served at any other enterprise as a director or officer at the request of the corporation, any predecessor to the corporation or any subsidiary of the corporation.

 

C.            Neither any amendment nor repeal of this ARTICLE EIGHT, nor the adoption of any provision of the corporation’s Certificate of Incorporation inconsistent with this ARTICLE EIGHT, shall eliminate or reduce the effect of this ARTICLE EIGHT, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this ARTICLE EIGHT, would accrue or arise, prior to such amendment, repeal, or adoption of an inconsistent provision

 

ARTICLE NINE

 

The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

 

ARTICLE TEN

 

The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

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