Attached files

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EX-4.1 - EX-4.1 - JARDEN CORPd172893dex41.htm
EX-4.4 - EX-4.4 - JARDEN CORPd172893dex44.htm
EX-3.2 - EX-3.2 - JARDEN CORPd172893dex32.htm
EX-4.2 - EX-4.2 - JARDEN CORPd172893dex42.htm
EX-4.5 - EX-4.5 - JARDEN CORPd172893dex45.htm
EX-4.3 - EX-4.3 - JARDEN CORPd172893dex43.htm
EX-10.4 - EX-10.4 - JARDEN CORPd172893dex104.htm
EX-10.8 - EX-10.8 - JARDEN CORPd172893dex108.htm
EX-10.3 - EX-10.3 - JARDEN CORPd172893dex103.htm
EX-10.9 - EX-10.9 - JARDEN CORPd172893dex109.htm
EX-10.6 - EX-10.6 - JARDEN CORPd172893dex106.htm
EX-99.1 - EX-99.1 - JARDEN CORPd172893dex991.htm
EX-10.2 - EX-10.2 - JARDEN CORPd172893dex102.htm
EX-10.5 - EX-10.5 - JARDEN CORPd172893dex105.htm
EX-10.7 - EX-10.7 - JARDEN CORPd172893dex107.htm
EX-10.1 - EX-10.1 - JARDEN CORPd172893dex101.htm
EX-10.12 - EX-10.12 - JARDEN CORPd172893dex1012.htm
EX-10.11 - EX-10.11 - JARDEN CORPd172893dex1011.htm
EX-10.10 - EX-10.10 - JARDEN CORPd172893dex1010.htm
8-K - 8-K - JARDEN CORPd172893d8k.htm

Exhibit 3.1

Amended and Restated Certificate of Incorporation

of Jarden Corporation

FIRST: The name of the corporation is Jarden Corporation (the “Corporation”).

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

THIRD: The purpose of the Corporation 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 which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, with a par value of $0.01 per share.

FIFTH: Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

SIXTH: To the fullest extent permitted by the General Corporation Law of the State of Delaware or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification in respect of any act or omission occurring prior to such repeal or modification.

SEVENTH: (A) The Corporation shall indemnify each person who is or was a director or officer of the Corporation, or of any other corporation, partnership, joint venture, trust or other enterprise which such person is serving or served in any capacity at the request of the Corporation, against any and all liability and reasonable expense that may be incurred by such person in connection with or resulting from any claim, actions, suit or proceeding (whether actual or threatened, brought by or in the right of the Corporation of such other corporation, partnership, joint venture, trust or other enterprise, or otherwise, civil, criminal, administrative, investigative, or in connection with an appeal relating thereto), in which such person may become involved, as a party or otherwise, by reason of such person being or having been a director or officer of the Corporation or of such other corporation, partnership, joint venture, trust or other enterprise or by reason of any past or future action taken or not taken in such person’s capacity as director or officer, whether or not such person continues to be such at the time such liability or expense is incurred, provided that a determination is made by the Corporation in accordance with the laws of the State or Delaware that such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the Corporation or at least not opposed to the best interests of such other corporation, partnership, joint venture, trust or other enterprise, as the case may be, and, in addition, in any criminal action or proceedings, had reasonable cause to believe his conduct was lawful or no reasonable cause to believe that such person’s conduct was unlawful. The termination of a proceeding by judgment,


order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that such person did not meet the standard of conduct described in the previous sentence. Notwithstanding the foregoing, there shall be no indemnification (i) as to amounts paid or payable to the Corporation or such other corporation, partnership, joint venture, trust or other enterprise, as the case may be, for or based upon the director or officer having gained in fact any personal profit or advantage to which such director or officer was not legally entitled, (ii) as to amounts paid or payable to the Corporation for an accounting of profits in fact made from the purchase or sale of securities of the Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any state statutory law, or (iii) with respect to matters as to which indemnification would be in contravention of the laws of the State of Delaware or of the United States of America whether as a matter of public policy or pursuant to statutory provisions.

(B) Any such director or officer who has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit or proceeding of the character described herein shall be entitled to indemnification as of right, except to the extent such director or officer has otherwise been indemnified. Except as provided in the preceding sentence, any indemnification hereunder shall be granted by the Corporation, but only if (i) the Board of Directors of the Corporation, acting by a quorum consisting of directors who are not parties to or who have been wholly successful with respect to such claim, action, suit or proceeding, shall find that such director or officer has met the applicable standards of conduct set forth in paragraph (A) of this Article Seventh, (ii) outside legal counsel engaged by the Corporation (who may be regular counsel of the Corporation) shall deliver to the Corporation its written opinion that such director or officer has met such applicable standards of conduct, or (iii) a court of competent jurisdiction has determined that such director or officer has met such standards, in an action brought either by the Corporation, or by the director or officer seeking indemnification, applying de novo such applicable standards of conduct. The termination of any claim, action, suit or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a director or officer did not meet the applicable standards of conduct set forth in paragraph (A) of this Article Seventh.

(C) As used in this Article Seventh, the term “liability” shall mean amounts paid in settlement or in satisfaction of judgments of fines or penalties, and the term “expense” shall include, but not be limited to, attorneys’ fees and disbursements, incurred in connection with the claim, action, suit or proceeding. The Corporation may advance expenses to, or where appropriate may at its option and expense undertake the defense of, any such director or officer upon receipt of an undertaking by or on behalf of such person to repay such expenses if it should ultimately be determined that the person is not entitled to indemnification under this Article Seventh.

(D) The provisions of this Article Seventh shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after the adoption hereof. If several claims, issues or matters of action are involved, any such director or officer may be entitled to indemnification as to some matters even though he is not so entitled as to others. The rights of indemnification provided hereunder shall be in addition to any rights to which any director or officer concerned


may otherwise be entitled by contract or as a matter of law, and shall inure to the benefit of the heirs, executors and administrators of any such director or officer. Any repeal or modification of the provisions of this Article Seventh by the stockholders of the Corporation shall not adversely affect any rights to indemnification and advancement of expenses existing pursuant to this Article Seventh with respect to any acts or omissions occurring prior to such repeal or modification.

EIGHTH: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, 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 now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

NINTH: 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, amend or repeal the bylaws of the Corporation.