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Document Preview New Abraxis, Inc. |
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Title: |
New Abraxis, Inc. |
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Entities: |
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Date: |
2007 |
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10KB total |
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Price: |
$35 |
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ID: |
#3191658 |
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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
NEW ABRAXIS, INC.
New Abraxis, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify:
1. That the name of the Corporation is New Abraxis, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 18, 2007.
2. That the Board of Directors of New Abraxis, Inc. approved and adopted resolutions setting forth the proposed amendment and restatement of the Certificate of Incorporation of the Corporation, filed with the minutes of the Corporation, and declaring said amendment and restatement to be advisable. The resolution setting forth the proposed amendment and restatement is as follows:
RESOLVED, that the Amended and Restated Certificate of Incorporation of the Corporation be, and it hereby is, amended and restated in its entirety to read as set forth in the attached Amended and Restated Certificate of Incorporation.
3. That thereafter, the sole stockholder of the Corporation approved such amendment and restatement in accordance with Section 228 of the General Corporation Law of the State of Delaware (?DGCL?).
4. That said amendment and restatement was duly adopted in accordance with the provisions of Sections 242 and 245 of DGCL. This Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of the Corporation as follows:
1
ARTICLE I
The name of the corporation is New Abraxis, Inc. (the ?Corporation?).
ARTICLE II
The address of the Corporation?s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, Delaware 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
ARTICLE III
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.
ARTICLE IV
A. The aggregate number of shares of capital stock which the Corporation shall have authority to issue is , consisting of shares of common stock, $.001 par value per share (?Common Stock?), and shares of preferred stock, $.001 par value per share (?Preferred Stock?).
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