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Sample Business Contracts

Certificate of Incorporation - Worldwide Wireless Inc.

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                        CERTIFICATE OF INCORPORATION
                        ----------------------------


                          WORLDWIDE WIRELESS, INC.
                          ------------------------


      The undersigned, a natural persons for the purpose of organizing a 
corporation for conducting the business and promoting the purposes 
hereinafter stated, under the provisions and subject to the requirements of 
the laws of the State of Delaware (particularly Chapter 1, Title 8 of the 
Delaware Code and the acts amendatory thereof and supplemental thereto, and 
known, identified, and referred to as the "General Corporation Law of the 
State of Delaware"), hereby certifies that:

      FIRST:  The name of the corporation (hereinafter called the 
"corporation") is WORLDWIDE WIRELESS, INC.

      SECOND:  The address, including street, number, city, and county, of 
the registered office of the corporation in the State of Delaware is 32 
Loockerman Square, Suite L-100, City of Dover 19901, County of Kent; and the 
name of the registered agent of the corporation in the State of Delaware at 
such address is The Prentice-Hall Corporation System, Inc.


                NAME                           MAILING ADDRESS
                ----                           --------------

             Shirley Lam                  15 Columbus Circle
                                          New York, N.Y. 10023-7773


      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 of all classes of stock which the 
corporation shall have authority to issue is twenty-two million five hundred 
thousand, which are divided into twenty million Common Stock of a par value 
of one cent each and two million five hundred thousand Preferred Stock of a 
par value of one cent each.

      The Preferred Stock may be issued, from time to time, in one or more 
series, with such designations, preferences and relative, participating, 
optional or other rights, qualifications, limitations or restrictions 
thereof as shall be stated and expressed in the resolution or resolutions 
providing for the issue of Such Series adopted by the Board of Directors 
from time to time, pursuant to the authority herein given, a copy of which 
resolution or resolutions shall have been set forth in a certificate made, 
executed, acknowledged, filed and recorded in the manner required by the 
laws of the State of Delaware in order to make the same effective.  Each 
series shall consist of such number of shares as shall be stated and 
expressed in such resolution or resolutions providing for the issuance of 
the stock of such series.  All shares of any one series of Preferred Stock 
shall be alike in every particular.

      FIFTH:  The name and the mailing address of the incorporator are as 
follows:

                NAME                           MAILING ADDRESS
                ----                           ---------------

             Shirley Lam                  15 Columbus Circle
                                          New York, N.Y. 10023-7773


      SIXTH:  The corporation is to have perpetual existence.

      SEVENTH:  Whenever a compromise or arrangement is proposed between 
this corporation and its creditors or any class of them and/or between this 
corporation and its stockholders or any class of them, any court of 
equitable jurisdiction within the State of Delaware may, on the application 
in a summary way of this corporation or of any creditor or stockholder 
thereof or on the application of any receiver or receivers. appointed for 
this corporation under the provisions of [SECTION] 291 of Title 8 of the 
Delaware Code or on the application of trustees in dissolution or of any 
receiver or receivers appointed for this corporation under the provisions 
of [SECTION] 279 of Title 8 of the Delaware Code order a meeting of the 
creditors or class of creditors, and/or of the stockholders or class of 
stockholders of this corporation, as the case may be, to be summoned in 
such manner as the said court directs.  If a majority in number representing 
three fourths in value of the creditors or class of creditors, and/or of the 
stockholders or class of stockholders of this corporation, as the case may 
be, agree to any compromise or arrangement and to any reorganization of this 
corporation as consequence of such compromise or arrangement, the said 
compromise or arrangement and the said reorganization shall, if sanctioned 
by the court to which the said application has been made, be binding on all 
the creditors or class of creditors, and/or on all the stockholders or class 
of stockholders, of this corporation, as the case may be, and also on this 
corporation.

        EIGHTH:  For the management of the business and for the conduct of 
the affairs of the corporation, and in further definition, limitation, and 
regulation of the powers of the corporation and of its directors and of its 
stockholders or any class thereof, as the case may be, it is further 
provided:

      1.  The management of the business and the conduct of the affairs of 
the corporation shall be vested in its Board of Directors.  The number of 
directors which shall constitute the whole Board of Directors shall be fixed 
by. or in the manner provided in, the Bylaws.  The phrase "whole Board" and 
the phrase "total number of directors" shall be deemed to have the 
samemeaning, to wit, the total number of directors which the corporation 
would have if there were no vacancies.  No election of directors need be by 
written ballot.

      2.  After the original or other Bylaws of the corporation have been 
adopted, amended, or repealed, as the case may be, in accordance with the 
provisions of [SECTION] 109 of the General Corporation Law of the State of 
Delaware, and, after the corporation has received any payment for any of its 
stock, the power to adopt, amend, or repeal the Bylaws of the corporation 
may be exercised by the Board of Directors of the corporation; provided, 
however, that any provision for the classification of directors of the 
corporation for staggered terms pursuant to the provisions of subsection (d) 
of [SECTION] 141 of the General Corporation Law of the State of Delaware 
shall be set forth in an initial Bylaw or in a Bylaw adopted by the 
stockholders entitled to vote of the corporation unless provisions for such 
classification shall be set forth in this certificate of incorporation.

      3.  Whenever the corporation shall be authorized to issue only one 
class of stock, each outstanding share shall entitle the holder thereof to 
notice of, and the right to vote at, any meeting of stockholders.  Whenever 
the corporation shall be authorized to issue more than one class of stock. 
no outstanding share of any class of stock which is denied voting power 
under the provisions of the certificate of incorporation shall entitle the 
holder thereof to the right to vote at any meeting of stockholders except as 
the provisions of paragraph (2) of subsection (b) of [SECTION] 242 of the 
General Corporation Law of the State of Delaware shall otherwise require; 
provided, that no share of any such class which is otherwise, denied voting 
power shall entitle the holder thereof to vote upon the increase or decrease 
in the number of authorized shares of said class.

      NINTH:  The personal liability of the directors of the corporation is 
hereby eliminated to the fullest extent permitted by the provisions of 
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.

      TENTH:  The corporation shall, to the fullest extent permitted by the 
provisions of [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 matters 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 Bylaw, 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 heirs, executors, 
and administrators of such a person.

      ELEVENTH:  From time to time any of the provisions of incorporation 
may be amended, altered, or repeated, 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 and at the time prescribed by said laws, and all rights at any 
time conferred upon the stockholders of the corporation by this certificate 
of incorporation are granted subject to the provisions of this Article 
ELEVENTH.

Signed on April 2, 1994.



                                        /S________________________
                                        Incorporator