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Telenav, Inc. – IPO: ‘S-1’ on 10/30/09 – ‘EX-3.1.1’

On:  Friday, 10/30/09, at 3:41pm ET   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1193125-9-218829   ·   File #:  333-162771

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/30/09  Telenav, Inc.                     S-1¶                  47:6.1M                                   Donnelley … Solutions/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement on Form S-1                  HTML   1.65M 
47: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      9K 
 2: EX-2.1      Merger Agreement Between Telenav, Inc. and Tnav     HTML     50K 
                          Holdings, Inc.                                         
 3: EX-3.1      Form of Amended and Restated Certificate of         HTML     30K 
                          Incorporation of Telenav, Inc.                         
 4: EX-3.1.1    Certificate of Incorporation of Tnav Holdings,      HTML     23K 
                          Inc., as Currently in Effect                           
 5: EX-3.1.2    Form of Amended and Restated Certificate of         HTML     88K 
                          Incorporation of Tnav Holdings, Inc.                   
 6: EX-3.1.3    Seventh Amended and Restated Certificate of         HTML     85K 
                          Incorporation of Telenav, Inc.                         
 7: EX-3.2      Form of Amended and Restated Bylaws of Telenav,     HTML    140K 
                          Inc.                                                   
 8: EX-3.2.1    Bylaws of Tnav Holdings, Inc., as Currently in      HTML     74K 
                          Effect                                                 
 9: EX-3.2.2    Second Amended and Restated Bylaws of Telenav,      HTML     74K 
                          Inc.                                                   
10: EX-4.2      Fifth Amended and Restated Investors' Rights        HTML    225K 
                          Agreement                                              
11: EX-10.1     Form of Indemnification Agreement                   HTML     83K 
22: EX-10.10    Severance Agreement and General Release             HTML     49K 
23: EX-10.10.1  Amendment to the Severance Agreement and General    HTML     27K 
                          Release                                                
24: EX-10.11    Industrial/R&D Lease                                HTML    258K 
25: EX-10.11.1  First Amendment to the Industrial/R&D Lease         HTML     25K 
26: EX-10.13    Sprint Master Application and Services Agreement    HTML    426K 
27: EX-10.13.1  Amendment to the Sprint Master Application and      HTML     61K 
                          Services                                               
28: EX-10.14    License and Service Agreement                       HTML    367K 
29: EX-10.14.1  First Amendment to the License and Service          HTML     27K 
                          Agreement                                              
30: EX-10.14.2  Second Amendment to the License and Service         HTML     21K 
                          Agreement                                              
31: EX-10.14.3  Fourth Amendment to the License and Service         HTML     28K 
                          Agreement                                              
32: EX-10.14.4  Sixth Amendment to the License and Service          HTML     29K 
                          Agreement                                              
33: EX-10.16    Data License Agreement                              HTML    100K 
34: EX-10.16.1  Third Amendment to the Data License Agreement       HTML     44K 
43: EX-10.16.10  Territory License No.6                             HTML     65K 
44: EX-10.16.11  Territory License No.7                             HTML     55K 
35: EX-10.16.2  Fourth Amendment to the Data License Agreement      HTML     37K 
36: EX-10.16.3  Fifth Amendment to the Data License Agreement       HTML     23K 
37: EX-10.16.4  Seventh Amendment to the Data License Agreement     HTML     67K 
38: EX-10.16.5  Eight Amendment to the Data License Agreement       HTML     21K 
39: EX-10.16.6  Territory License No.1                              HTML     64K 
40: EX-10.16.7  Territory License No.2                              HTML     51K 
41: EX-10.16.8  Territory License No.3                              HTML     54K 
42: EX-10.16.9  Territory License No.5                              HTML     53K 
12: EX-10.2     1999 Stock Option Plan                              HTML    182K 
13: EX-10.3     2002 Executive Stock Option Plan                    HTML    103K 
14: EX-10.4     2009 Equity Incentive Plan                          HTML    220K 
15: EX-10.5     Employment Agreement - Miller                       HTML     43K 
16: EX-10.5.1   Amended and Restated Employment Agreement           HTML     72K 
17: EX-10.6     Employment Agreement - Hillberg                     HTML     46K 
18: EX-10.6.1   Amended and Restated Employment Agreement           HTML     71K 
19: EX-10.7     Employment Agreement - Wahla                        HTML     43K 
20: EX-10.8     Employment Agreement - Jin                          HTML     72K 
21: EX-10.9     Form of Employment Agreement                        HTML     71K 
45: EX-21.1     List of Subsidiaries of Telenav, Inc.               HTML     13K 
46: EX-23.1     Consent of Independent Registered Public            HTML     15K 
                          Accounting Firm                                        


‘EX-3.1.1’   —   Certificate of Incorporation of Tnav Holdings, Inc., as Currently in Effect


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Certificate of Incorporation of TNAV Holdings, Inc., as currently in effect  

Exhibit 3.1.1

CERTIFICATE OF INCORPORATION OF

TNAV Holdings, Inc.

ARTICLE I

The name of the corporation is TNAV Holdings, Inc. (the “Company”).

ARTICLE II

The address of the Company’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time.

ARTICLE IV

This Company is authorized to issue one class of shares to be designated Common Stock. The total number of shares of Common Stock the Company has authority to issue is 10,000,000 with par value of $0.001 per share.

ARTICLE V

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

Rachel Liu

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, CA 94304-1050

ARTICLE VI

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Company is expressly authorized to make, alter, amend or repeal the bylaws of the Company.

ARTICLE VII

Elections of directors need not be by written ballot unless otherwise provided in the bylaws of the Company.


ARTICLE VIII

To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

The Company shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Company who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Company shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board.

The Company shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, any employee or agent of the Company who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim accruing or arising or that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE IX

Except as provided in Article VIII above, the Company reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

 


I, the undersigned, as the sole incorporator of the Company, have signed this Certificate of Incorporation on October 8, 2009.

 

/s/  Rachel Liu

Rachel Liu
Incorporator

Dates Referenced Herein

This ‘S-1’ Filing    Date    Other Filings
Filed on:10/30/09None on these Dates
10/8/09
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/26/20  Telenav, Inc.                     10-K/A      6/30/20   12:1.4M                                   Donnelley … Solutions/FA
 8/21/20  Telenav, Inc.                     10-K        6/30/20  113:16M
11/27/09  SEC                               UPLOAD9/28/17    1:109K TeleNav, Inc.
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Filing Submission 0001193125-09-218829   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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