Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-1 Registration Statement (General Form) HTML 448K
2: EX-1.1 Underwriting Agreement HTML 248K
3: EX-1.2 Underwriting Agreement HTML 37K
4: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 37K
5: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 94K
6: EX-4.1 Instrument Defining the Rights of Security Holders HTML 22K
7: EX-4.2 Instrument Defining the Rights of Security Holders HTML 23K
8: EX-4.3 Instrument Defining the Rights of Security Holders HTML 25K
9: EX-4.4 Instrument Defining the Rights of Security Holders HTML 113K
10: EX-4.5 Instrument Defining the Rights of Security Holders HTML 98K
11: EX-5.1 Opinion re: Legality HTML 18K
12: EX-10.1 Material Contract HTML 36K
21: EX-10.10 Material Contract HTML 24K
22: EX-10.11 Material Contract HTML 106K
23: EX-10.12 Material Contract HTML 20K
13: EX-10.2 Material Contract HTML 36K
14: EX-10.3 Material Contract HTML 36K
15: EX-10.4 Material Contract HTML 28K
16: EX-10.5 Material Contract HTML 35K
17: EX-10.6 Material Contract HTML 28K
18: EX-10.7 Material Contract HTML 77K
19: EX-10.8 Material Contract HTML 58K
20: EX-10.9 Material Contract HTML 14K
24: EX-23.1 Consent of Experts or Counsel HTML 11K
EX-3.1 — Articles of Incorporation/Organization or By-Laws
EAST
INDIA COMPANY ACQUISITION CORP., a corporation existing under the laws of the
State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby
certifies as follows:
1. The
name of the Corporation is “East India Company Acquisition Corp.”
4. This
Amended and Restated Certificate of Incorporation was duly adopted by joint
written consent of the directors and stockholders of the Corporation in
accordance with the applicable provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware (“GCL”).
5. The
text of the Certificate of Incorporation of the Corporation is hereby amended
and restated to read in full as follows:
FIRST:
The name of the corporation is East India Company Acquisition Corp. (hereinafter
sometimes referred to as the “Corporation”).
SECOND:
The
registered office of the Corporation is to be located at 615 S. DuPont Hwy.,
Kent County, Dover, Delaware. The name of its registered agent at that address
is National Corporate Research, Ltd.
THIRD:
The purpose of the Corporation shall be to engage in any lawful act or activity
for which corporations may be organized under the GCL.
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FOURTH:
The total number of shares of all classes of capital stock which the Corporation
shall have authority to issue is 31,000,000 of which 30,000,000 shares shall
be
Common Stock of the par value of $.0001 per share and 1,000,000 shares shall
be
Preferred Stock of the par value of $.0001 per share.
A. Preferred
Stock.
The
Board of Directors is expressly granted authority to issue shares of the
Preferred Stock, in one or more series, and to fix for each such series such
voting powers, full or limited, and such designations, preferences and relative,
participating, optional or other special rights and such qualifications,
limitations or restrictions thereof as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of such series (a “Preferred Stock Designation”) and as may be permitted
by the GCL. The number of authorized shares of Preferred Stock may be increased
or decreased (but not below the number of shares thereof then outstanding)
by
the affirmative vote of the holders of a majority of the voting power of all
of
the then outstanding shares of the capital stock of the Corporation entitled
to
vote generally in the election of directors, voting together as a single class,
without a separate vote of the holders of the Preferred Stock, or any series
thereof, unless a vote of any such holders is required pursuant to any Preferred
Stock Designation.
B. Common
Stock.
Except
as otherwise required by law or as otherwise provided in any Preferred Stock
Designation, the holders of the Common Stock shall exclusively possess all
voting power and each share of Common Stock shall have one vote.
FIFTH:
The name and mailing address of the sole incorporator of the Corporation are
as
follows:
SIXTH:
The Corporation’s existence shall terminate on ____________, 2008 (the
“Termination Date”). This provision may only be amended in connection with, and
become effective upon, the consummation of a Business Combination (defined
below).
SEVENTH:
The following provisions (A) through (E) shall apply during the period
commencing upon the filing of this Certificate of Incorporation and terminating
upon the consummation of any “Business Combination,” and may not be amended
during the “Target Business Acquisition Period.” A
“Business Combination” shall mean the acquisition by the Corporation, whether by
merger, capital stock exchange, asset or stock acquisition or other similar
type
of transaction, of an operating business that has operations in India (“Target
Business”). The “Target Business Acquisition Period” shall mean the period from
the effectiveness of the registration statement filed in connection with the
Corporation’s initial public offering (“IPO”) up to and including the first to
occur of (a) a Business Combination or (b) the Termination Date.
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A. Prior
to the consummation of any Business Combination, the Corporation shall submit
such Business Combination to its stockholders for approval regardless of whether
the Business Combination is of a type which normally would require such
stockholder approval under the GCL. In the event that a majority of the IPO
Shares (defined below) present and entitled to vote at the meeting to approve
the Business Combination are voted for the approval of such Business
Combination, the Corporation shall be authorized to consummate the Business
Combination; provided that the Corporation shall not consummate any Business
Combination if the holders of 20% or more of the IPO Shares exercise their
conversion rights described in paragraph B below.
B. In
the event that a Business Combination is approved in accordance with the above
paragraph (A) and is consummated by the Corporation, any stockholder of the
Corporation holding shares of Common Stock issued in the IPO (“IPO Shares”) who
voted against the Business Combination may, contemporaneously with such vote,
demand that the Corporation convert his IPO Shares into cash. If so demanded,
the Corporation shall, promptly after consummation of the Business Combination,
convert such shares into cash at a per share conversion price equal to the
quotient determined by dividing (i) the amount in the Trust Fund (as defined
below), inclusive of any interest thereon, calculated as of two business days
prior to the consummation of the Business Combination, by (ii) the total number
of IPO Shares. “Trust Fund” shall mean the trust account established by the
Corporation at the consummation of its IPO and into which a certain amount
of
the net proceeds of the IPO is deposited.
C. In
the event that the Corporation does not consummate a Business Combination by
the
Termination Date, only the holders of IPO Shares shall be entitled to receive
liquidating distributions and the Corporation shall pay no liquidating
distributions with respect to any other shares of capital stock of the
Corporation.
D. A
holder of IPO Shares shall be entitled to receive distributions from the Trust
Fund only in the event of a liquidation of the Corporation or in the event
he
demands conversion of his shares in accordance with paragraph B, above. In
no
other circumstances shall a holder of IPO Shares have any right or interest
of
any kind in or to the Trust Fund.
E. The
Board of Directors shall be divided into three classes: Class A, Class B and
Class C. The number of directors in each class shall be as nearly equal as
possible. At the first election of directors by the incorporator, the
incorporator shall elect a Class C director for a term expiring at the
Corporation’s third Annual Meeting of Stockholders. The Class C director shall
then appoint additional Class A, Class B and Class C directors, as necessary.
The directors in Class A shall be elected for a term expiring at the first
Annual Meeting of Stockholders, the directors in Class B shall be elected for
a
term expiring at the second Annual Meeting of Stockholders and the directors
in
Class C shall be elected for a term expiring at the third Annual Meeting of
Stockholders. Commencing at the first Annual Meeting of Stockholders, and at
each annual meeting thereafter, directors elected to succeed those directors
whose terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election. Except as the
GCL may otherwise require, in the interim between annual meetings of
stockholders or special meetings of stockholders called for the election of
directors and/or the removal of one or more directors and the filling of any
vacancy in that connection, newly created directorships and any vacancies in
the
Board of Directors, including unfilled vacancies resulting from the removal
of
directors for cause, may be filled by the vote of a majority of the remaining
directors then in office, although less than a quorum (as defined in the
Corporation’s Bylaws), or by the sole remaining director. All directors shall
hold office until the expiration of their respective terms of office and until
their successors shall have been elected and qualified. A director elected
to
fill a vacancy resulting from the death, resignation or removal of a director
shall serve for the remainder of the full term of the director whose death,
resignation or removal shall have created such vacancy and until his successor
shall have been elected and qualified.
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EIGHTH:
The following provisions are inserted for the management of the business and
for
the conduct of the affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the Corporation and of its directors
and stockholders:
A. Election
of directors need not be by ballot unless the by-laws of the Corporation so
provide.
B. The
Board of Directors shall have the power, without the assent or vote of the
stockholders, to make, alter, amend, change, add to or repeal the by-laws of
the
Corporation as provided in the by-laws of the Corporation.
C. The
directors in their discretion may submit any contract or act for approval or
ratification at any annual meeting of the stockholders or at any meeting of
the
stockholders called for the purpose of considering any such act or contract,
and
any contract or act that shall be approved or be ratified by the vote of the
holders of a majority of the stock of the Corporation which is represented
in
person or by proxy at such meeting and entitled to vote thereat (provided that
a
lawful quorum of stockholders be there represented in person or by proxy) shall
be as valid and binding upon the Corporation and upon all the stockholders
as
though it had been approved or ratified by every stockholder of the Corporation,
whether or not the contract or act would otherwise be open to legal attack
because of directors’ interests, or for any other reason.
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D. In
addition to the powers and authorities hereinbefore or by statute expressly
conferred upon them, the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be exercised or done by the
Corporation; subject, nevertheless, to the provisions of the statutes of
Delaware, of this Certificate of Incorporation, and to any by-laws from time
to
time made by the stockholders; provided, however, that no by-law so made shall
invalidate any prior act of the directors which would have been valid if such
by-law had not been made.
NINTH:
A. A director of the Corporation shall
not be personally 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) under Section 174
of
the GCL, or (iv) for any transaction from which the director derived an improper
personal benefit. If the GCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the GCL, as so amended. Any repeal or modification of this
paragraph A by the stockholders of the Corporation shall not adversely affect
any right or protection of a director of the Corporation with respect to events
occurring prior to the time of such repeal or modification.
B. The
Corporation, to the full extent permitted by Section 145 of the GCL, as amended
from time to time, shall indemnify all persons whom it may indemnify pursuant
thereto. Expenses (including attorneys’ fees) incurred by an officer or director
in defending any civil, criminal, administrative, or investigative action,
suit
or proceeding for which such officer or director may be entitled to
indemnification hereunder shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount
if
it shall ultimately be determined that he is not entitled to be indemnified
by
the Corporation as authorized hereby.
TENTH:
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 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 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 a 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.
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IN
WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be signed by Kary Shankar, its Chief Executive
Officer, as of the __ day of _______, 2006.
