Certificate of Incorporation - Black Box Corp.
SECOND RESTATED
CERTIFICATE OF INCORPORATION
OF
BLACK BOX CORPORATION
AS AMENDED
(THROUGH AUGUST 8, 2000)
FIRST: The name of the Corporation is: BLACK BOX CORPORATION.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, State of Delaware. The name of the registered agent of the Corporation
in the State of Delaware at such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the DGCL, as from
time to time amended.
FOURTH: (a) The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 105,000,000 shares,
consisting of
(a) 5,000,000 shares of Preferred Stock, par value
$1.00 per share, and
(b) 100,000,000 shares of Common Stock, having a par
value of $.001 per share.
(b) Except as otherwise provided by law, the shares of stock
of the Corporation, regardless of class, may be issued by the Corporation from
time to time in such amounts, for such consideration and for such corporate
purposes as the Board of Directors may from time to time determine.
(c) Shares of Preferred Stock may be issued from time to
time in one or more series of any number of shares as may be determined from
time to time by the Board of Directors, provided that the aggregate number of
shares issued and not cancelled of any and all such series shall not exceed the
total number of shares of Preferred Stock authorized by this Certificate of
Incorporation. Each series of Preferred Stock shall be distinctly designated.
Except in respect of the particulars fixed for series by the Board of Directors
as permitted hereby, all shares shall be alike in every particular, except that
shares of any one series issued at different times may differ as to the dates
from which dividends thereon shall be cumulative. The voting powers, if any, of
each such series and the preferences and relative, participating, optional and
other special rights of each such series and the qualifications, limitations and
restrictions thereof, if any, may differ from those of any and all other series
at any time outstanding; and the Board of Directors is hereby expressly granted
authority to fix, in the resolution or resolutions providing for the issue of a
particular series of Preferred Stock, the voting powers, if any, of each such
series and the designations, preferences and relative, participating, optional
and other special rights of each such series and the qualifications, limitations
and restrictions thereof to the full
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extent now or hereafter permitted by this Certificate of Incorporation and the
laws of the State of Delaware.
(d) Subject to the provisions of applicable law or of the
by-laws with respect to the closing of the transfer books or the fixing of a
record date for the determination of stockholders entitled to vote, and except
as otherwise provided by law or by the resolution or resolutions providing for
the issue of any series of Preferred Stock, the holders of outstanding shares of
Common Stock shall exclusively possess the voting power for the election of
directors and for all other purposes, each holder of record of shares of Common
Stock being entitled to one vote for each share of Common Stock standing in his
name on the books of the Corporation.
FIFTH: In furtherance and not in limitation of the powers conferred
by law, subject to any limitations contained elsewhere in this Restated
Certificate of Incorporation, the by-laws of the Corporation may be adopted,
amended or repealed by a majority of the board of directors of the Corporation,
but any by-laws adopted by the board of directors may be amended or repealed by
the stockholders entitled to vote thereon. Election of directors need not be by
written ballot.
SIXTH: (a) A director of the Corporation shall not be personally
liable either to the Corporation or to any stockholder for monetary damages for
breach of fiduciary duty as a director, except (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, or (ii) for
acts or omissions which are not in good faith or which involve intentional
misconduct or knowing violation of the law, or (iii) for any matter in respect
of which such director shall be liable under Section 174 of Title 8 of the
General Corporation Law of the State of Delaware or any amendment thereto or
successor provision thereto, or (iv) for any transaction from which the director
shall have derived an improper personal benefit. Neither amendment nor repeal of
this paragraph (a) nor the adoption of any provision of the Restated Certificate
of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce
the effect of this paragraph (a) in respect of any matter occurring, or any
cause of action, suit or claim that, but for this paragraph (a) of this Article,
would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision.
(b) The Corporation shall indemnify and advance expenses to
any person who was or is a party or is threatened to be made a party to, or
testifies in, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative in nature, by reason of
the fact that such person is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding to the full extent permitted by law, and the Corporation may
adopt by-laws or enter into agreements with any such person for the purpose of
providing for such indemnification.
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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 stockholders, of this Corporation,
as the case may be, and also on this Corporation.