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5.11 Abr Corp. – IPO: ‘S-1’ on 11/8/21 – ‘EX-3.1’

On:  Monday, 11/8/21, at 6:33am ET   ·   Accession #:  1193125-21-322260   ·   File #:  333-260855

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

11/08/21  5.11 Abr Corp.                    S-1                   27:16M                                    Donnelley … Solutions/FA

Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1   —   SA’33

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML   1.50M 
 2: EX-3.1      Articles of Incorporation/Organization or Bylaws    HTML     15K 
 3: EX-3.3      Articles of Incorporation/Organization or Bylaws    HTML    101K 
 4: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    124K 
 5: EX-4.5(A)   Instrument Defining the Rights of Security Holders  HTML    316K 
 6: EX-4.5(B)   Instrument Defining the Rights of Security Holders  HTML     17K 
 7: EX-4.5(C)   Instrument Defining the Rights of Security Holders  HTML     19K 
 8: EX-4.5(D)   Instrument Defining the Rights of Security Holders  HTML     36K 
 9: EX-4.5(E)   Instrument Defining the Rights of Security Holders  HTML     32K 
10: EX-4.5(F)   Instrument Defining the Rights of Security Holders  HTML     38K 
11: EX-4.5(G)   Instrument Defining the Rights of Security Holders  HTML     23K 
12: EX-4.5(H)   Instrument Defining the Rights of Security Holders  HTML     28K 
13: EX-4.5(I)   Instrument Defining the Rights of Security Holders  HTML     20K 
14: EX-4.5(J)   Instrument Defining the Rights of Security Holders  HTML     33K 
21: EX-10.10    Material Contract                                   HTML    419K 
22: EX-10.11    Material Contract                                   HTML     33K 
23: EX-10.12    Material Contract                                   HTML     46K 
24: EX-10.13    Material Contract                                   HTML    662K 
25: EX-10.14    Material Contract                                   HTML     95K 
15: EX-10.2     Material Contract                                   HTML     23K 
16: EX-10.3     Material Contract                                   HTML     54K 
17: EX-10.4     Material Contract                                   HTML     33K 
18: EX-10.6     Material Contract                                   HTML     69K 
19: EX-10.7     Material Contract                                   HTML     55K 
20: EX-10.8     Material Contract                                   HTML     55K 
26: EX-21.1     Subsidiaries List                                   HTML     11K 
27: EX-23.1     Consent of Expert or Counsel                        HTML      9K 


‘EX-3.1’   —   Articles of Incorporation/Organization or Bylaws


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



  EX-3.1  

Exhibit 3.1

 

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Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “5.11 ABR CORP.”, FILED IN THIS OFFICE ON THE TWENTY-SEVENTH DAY OF JULY, A.D. 2016, AT 6:58 O’CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. Jeffrey W. Bullock, Secretary of State ICE SECRETARIO 1855. 6103592 8100 SR# 20165109297 Authentication: 202733631 Date: 07-27-16 You may verify this certificate online at corp.delaware.gov/authver.shtml


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CERTIFICATE OF INCORPORATION OF State of Delaware Secretary of State Division of Corporations Delivered 06:58 PM 07/27/2016 FILLED 06:58 PMI 07/27/2016 SR 20165109297 - File Number 6103592 5.11 ABR CORP. FIRST: The name of the corporation (the “Corporation”) is 5.11 ABR Corp. SECOND: The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company. 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 Corporation is authorized to issue one class of stock designated “Common Stock.” The total number of shares of Common Stock authorized to be issued is Seventy-Five Million (75,000,000); the par value of such shares shall be $0.001 per share. FIFTH: The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. SIXTH: In furtherance and not in limitation of the powers conferred by státute, the Board of Directors is expressly authorized to make, repeal, alter, amend or rescind the Bylaws of the Corporation, RING&Shi SEVENTH: Election of directors at an annual or special meeting of stockholders need not be by written ballot unless the Bylaws of the Corporation shall so provide. EIGHTH: The Corporation 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 at any time conferred upon stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this Article EIGHTH. NINTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that this Article NINTH shall not eliminate or limit the liability of a director (i) for any breach of such 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 the law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which such director derived any improper personal benefit. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of


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directors, then the liability of a director of the Corporation shall be eliminated or limitedto the fullest extent permitted by the General Corporation Law of the State of Delawareas so amended. No amendment to or repeal of this Article NINTH shall adversely affectany right or protection of any director of the Corporation existing at the time of suchamendment or repeal for or with respect to acts or omissions of such director prior tosuch amendment or repeal.TENTH: The Corporation shall, to the fullest extent permitted by theprovisions of Section 145 of the General Corporation Law of the State of Delaware, asthe same may be amended and supplemented, indemnify any and all persons whom itshall have power to indemnify under such section from and against any and all of theexpenses, liabilities or other matters referred to in or covered by such section, and theindemnification provided for herein shall not be deemed exclusive of any other rights towhich those indemnified may be entitled under any Bylaw, agreement, vote ofstockholders or disinterested directors or otherwise, both as to action in such person’sofficial capacity and as to action in another capacity while holding such office, and shallcontinue as to a person who has ceased to be a director, officer, employee, or agent of theCorporation and shall inure to the benefit of the heirs, executors and administrators ofsuch a person,ELEVENTH: The name and the mailing address of the incorporator are asfollows: Cori Capizzi, c/o Paul Hastings LLP, 695 Town Center Drive, 17th Floor, CostaMesa, California 92626.TWELFTH: In the event that a director or officer of the Corporation whois also a partner or employee of Compass Group Diversified Holdings, LLC or any of itsaffiliates and that is in the business of investing and reinvesting in other entities (each, an”Investor”), acquires knowledge of a potential transaction or matter that may be acorporate opportunity for both the Corporation and such Investor, such director shall tothe fullest extent permitted by law have fully satisfied and fulfilled such director’sfiduciary duty to the Corporation and its stockholders with respect to such corporateopportunity, and the Corporation to the fullest extent permitted by law waives any claimthat such business opportunity constituted a corporate opportunity that should have beenpresented to the Corporation or any of its affiliates, if such director acts in good faith in amanner consistent with the following policy: a corporate opportunity offered to anyperson who is a director of the Corporation, and who is also a partner or employee of anInvestor shall belong to such Investor, unless such opportunity was expressly offered toperson solely in his or her capacity as a director of the CorporationsuchThe undersigned, being the incorporator hereinbefore named, for thepurpose of forming a corporation pursuant to the General Corporation Law of the State ofDelaware, does make this certificate, hereby declaring and certifying that this is my actand deed and the facts herein stated are true, and accordingly have hereunto set my handthis 27th day of July, 2016.DilaraCori Capizzi, Incorporator-2-

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Filing Submission 0001193125-21-322260   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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