Certificate of Incorporation出资证明docx.docx

1、Certificate of Incorporation出资证明docxCertificate of Incorporation出资证明RESTATED CERTIFICATE OF INCORPORATIONOFAAA, INC.AAA, Inc., a corporation organized and existing under the General Corporation Law of the State of _, does hereby certify:1. The original Certificate of Incorporation was filed with the

2、 Secretary of State on _(M,D,Y).2. The following Restated Certificate of Incorporation was duly adopted by the corporations Board of Directors in accordance with the provisions of Section 245 of the General Corporation Law of the State of _ and only restates and integrates and does not further amend

3、 the provisions of the corporations Certificate of Incorporation as heretofore amended and supplemented, and there is no discrepancy between those provisions and the following:ARTICLE 1.NAMEThe name of this corporation is AAA, Inc.ARTICLE 2.REGISTERED OFFICE AND AGENTThe address of the initial regis

4、tered office of this corporation is _, and the name of its initial registered agent at such address is Corporation Service Company.ARTICLE 3.PURPOSESThe purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of

5、 Delaware.ARTICLE 4.SHARESThe total authorized stock of this corporation shall consist of _ shares of common stock having a par value of $,_ per share and _ shares of preferred stock having a par value of $,_ per share. Authority is hereby expressly granted to the Board of Directors to fix by resolu

6、tion or resolutions any of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions which are permitted by Delaware General Corporation Law in respect of any class or classes of stock or any series of any class of stock of the corporation. This cor

7、poration shall from time to time in accordance with the laws of the State of _ increase the authorized amount of its Common Stock if at any time thenumber of shares of Common Stock remaining unissued and available for issuance shall not be sufficient to permit the conversion of the Preferred Stock.T

8、he Preferred Stock shall be divided into series, and _ shares of Preferred Stock are designated Series A Preferred Stock (Series A Preferred Stock). The Series A Preferred Stock shall have the rights, preferences and other terms as are set forth in this Article 4.4.1. Dividends.(a) The holders of th

9、e Series A Preferred Stock shall be entitled to receive dividends, prior and in preference to any dividend on Common Stock, at the rate of $,_ per share of Series A Preferred Stock, per annum (as adjusted for any stock dividends, combinations or splits with respect to such shares), whenever funds ar

10、e legally available and when and if declared by the Board of Directors. The dividends shall be non-cumulative and non-accruing.(b) No dividends (other than those payable solely in Common Stock) shall be paid on any Common Stock of the Corporation during any fiscal year of the Corporation until divid

11、ends in the total amount set forth above per share of Series A Preferred Stock per annum (as adjusted for any stock dividends, combinations or splits with respect to such shares) shall have been paid or declared and set apart during that fiscal year on the Series A Preferred Stock, and no dividends

12、shall be paid on any share of Common Stock unless a dividend (including, for this purpose the amount of any dividends paid pursuant to the provisions of Subsection 4.1(a) is paid with respect to all outstanding shares of Series A Preferred Stock in an amount for each such share of Series A Preferred

13、 Stock equal to or greater than the aggregate amount of such dividends for all shares of Common Stock into which each such share of Series A Preferred Stock could then be converted.4.2. Liquidation Preference.(a) In the event of any liquidation, dissolution or winding up of the Corporation, either v

14、oluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of Common Stock by reason of their ownership thereof, the amount of $,_ per share the

15、n held by them (as adjusted for any stock dividends, combinations or splits with respect to such shares) plus all declared but unpaid dividends on each such share. If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be

16、insufficient to permit the payment to such holders and the holders of any other class or series of preferred stock ranking on a parity with or senior to the Series A Preferred Stock of the full preferential amountsdue to such holders, then the entire assets and funds of the Corporation legally avail

17、able for distribution shall be distributed ratably among the holders of the Series A Preferred Stock and the holders of any other such class or series of preferred stock in proportion to the preferential amount each such holder is otherwise entitled to receive.(b) After payment has been made to the

18、holders of the Series A Preferred Stock and the holders of any other class or series of preferred stock of the full amounts to which they shall be entitled as provided in Section 4.2(a) , the entire remaining assets and funds of the Corporation legally available for distribution, if any, shall be di

19、stributed among the holders of Common Stock in proportion to the shares of Common Stock then held by each.(c) A consolidation or merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation, shall not be deemed t

20、o be a liquidation, dissolution or winding up within the meaning of this Section 4.2, but shall be subject to the provisions of Section 4.5 hereof.4.3. Voting Rights.Except with respect to the election of directors of the Corporation, the holder of each share of Series A Preferred Stock shall be ent

21、itled to the number of votes equal to the number of shares of Common Stock into which such share of Series A Preferred Stock could be converted and shall have voting rights and powers equal to the voting rights and powers of the Common Stock (except as otherwise expressly provided herein or as requi

22、red by law), voting together as a single class, and shall be entitled to notice of any stockholders meeting in accordance with the By-laws of the Corporation. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all sh

23、ares into which shares of Series A Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).4.4. Conversion Rights. The holders of the Series A Preferred Stock shall have the conversion rights as follows:(a) Right to Co

24、nvert: Each share of the Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such shares, into one fully paid and nonassessable share of Common Stock (the

25、Series A Conversion Rate), subject to adjustment as hereinafter provided.(b) Automatic Conversion.1. Initial Public Offering. Each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the then-effective Series A Conversion Rate immediately upon the closin

26、g of the sale of the Corporations Common Stock in a firm commitment, underwritten public offering registered under the Securities Act of 1933, as amended (other than a registration relating solely to a transaction under Rule 145 under such Act (or any successor thereto) or to an employee benefit pla

27、n of the Corporation), (i) at a public offering price (prior to underwriter commissions and expenses) equal to or exceeding $20.00 per share of Common Stock (as adjusted for any stock dividends, combinations or splits with respect to such shares), and (ii) the aggregate proceeds to the Corporation (

28、before deduction for underwriter commissions and expenses relating to the issuance, including without limitation fees of the Corporations counsel) of which equal or exceed $,_.2. Stockholder Vote. Each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at

29、the then-effective Series A Conversion Rate upon the affirmative vote or written consent of holders of not less than two-thirds of the shares of Series A Preferred Stock outstanding at such time.(c) Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert t

30、he same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for such stock, and shall give written notice to the Corporation at such office that such holder elects to convert the s

31、ame and shall state therein the name or names in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Stock, a certificate or c

32、ertificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date.(d) Adjustments to