Attached files
| file | filename |
|---|---|
| EX-3.2 - EXHIBIT 3.2 - ICONIX BRAND GROUP, INC. | brhc10027568_ex3-2.htm |
| 8-K - 8-K - ICONIX BRAND GROUP, INC. | brhc10027568_8k.htm |
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ICONIX BRAND GROUP, INC.
SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808,
County of New Castle. The name of the registered agent of the Corporation at such address is Corporation Service Company.
THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the DGCL.
FOURTH: The total number of shares of which the
Corporation is authorized to issue is 200 shares of common stock, $.001 par value per share.
FIFTH:
Unless and except to the extent that the by-laws of the Corporation (the “By-Laws”) shall so require, the election of
directors of the Corporation need not be by written ballot.
SIXTH: The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the General Corporation law of the State of
Delaware, as the same may be amended and supplemented. The Corporation shall, to the fullest extent permitted by section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matter referred to in or covered by said section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under any By-Laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the hairs, executors, and administrators of such a person. No director of the Corporation
shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s 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 law; (iii) for the payment of unlawful dividends or unlawful stock repurchases or redemptions 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.
SEVENTH: The By-Laws may not be amended, altered, or repealed except in
accordance with the provisions set forth in the By-Laws.
EIGHTH: The Corporation shall have the right, subject to
any express provisions or restrictions contained in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) or the By-Laws, from time
to time, to amend the Certificate of Incorporation or any provision thereof in any manner now or hereafter provided by law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by the Certificate of
Incorporation or any amendment thereof are conferred subject to such right.