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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/29/10 Quidel Corp/DE 10-Q 9/30/10 6:371K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 272K 2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 31K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 26K 4: EX-31.1 Certification per Sarbanes-Oxley Act (Section 302) HTML 13K 5: EX-31.2 Certification per Sarbanes-Oxley Act (Section 302) HTML 13K 6: EX-32.1 Certification per Sarbanes-Oxley Act (Section 906) HTML 8K
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1. | The name of the Corporation is Quidel Corporation. | |
2. | The address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, Dover, County of Kent, Delaware 19904. The name of its registered agent at such address is National Registered Agents, Inc. | |
3. | The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. | |
4 | The total number of shares of all classes of stock which the Corporation has authority to issue is Fifty-Five Million (55,000,000) shares, consisting of Fifty Million (50,000,000) Common Shares, $0.001 par value (the “Common Shares”) and Five Million (5,000,000) shares of Preferred Shares, $0.001 par value (the “Preferred Shares”). |
(a) | The Common Shares shall be divided into two classes, consisting of 47,500,000 shares which shall be designated as “Common Stock” (referred to below as “Voting Common Stock”) and 2,500,000 shares designated as “Class A Common Stock” (referred to herein as “Non-Voting Stock”). The shares of Common Stock, $0.01 par value, outstanding prior to the effectiveness of the Amendment of the Corporation’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware on January 31, 1991, shall, after the effectiveness thereof, constitute shares of Voting Common Stock. | ||
All Common Shares shall be identical and shall entitle the holders thereof to the same rights and privileges, except as follows: |
(1) | Voting Rights. |
(b) | The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Voting Common Stock or its treasury shares, solely for the purpose of issuance upon the conversion of shares of Non-Voting Stock, such number of shares of such class as are then issuable upon the conversion of all outstanding shares of Non-Voting Stock. | ||
(c) | The issuance of certificates for shares of Voting Common Stock upon conversion of shares of Non-Voting Stock shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of shares of Voting Common Stock; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the holder of the Non-Voting Stock converted. | ||
(d) | As used herein, the following terms shall have the meanings set forth below: |
and Warrant Purchase Agreement dated as of November 2, 1990 by and between Morgan Investment Corporation (“MIC”) and Quidel Corporation (“Quidel”), with respect to which the obligations of Quidel were or will be assumed by the Corporation as of the consummation of a merger of Quidel with and into the Corporation, so long as such stockholder shall hold any Common Shares or shares issued upon exchange or conversion of such shares, (b) any Affiliate of MIC or any such Regulated Stockholder that is a transferee of any Common Shares, so long as such Affiliate shall hold, and only with respect to, such Common Shares or shares issued upon exchange or conversion of such Common Shares and (c) any Person to whom MIC or such Regulated Stockholder or any of their Affiliates has transferred such shares, so long as such transferee shall hold, and only with respect to, any shares transferred by MIC or such Stockholder or Affiliates or any shares issued upon exchange or conversion of such shares, but only if such Person (or any Affiliate of such Person) is subject to the provisions of Regulation Y. | |||
(e) | The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation is authorized, within the limitations and restrictions stated in this Certificate of Incorporation, to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Shares, and the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issue of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. |
5. | The Corporation is to have perpetual existence. | |
6. | In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation. | |
7. | The number of directors which constitute the whole Board of directors of the Corporation shall be as specified in the Bylaws of the Corporation. | |
8. | Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of Directors or in the Bylaws of the Corporation. | |
9. | To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as may hereafter be amended, 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. Neither any amendment nor repeal of this Article 9, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article 9, shall eliminate or reduce the effect of this Article 9 in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article 9, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. | ||
10. | Advance notice of new business and stockholder nominations for the election of directors shall be given in the manner and to the extent provided in the Bylaws of the Corporation. | |
11. | 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 conferred upon stockholders herein are granted subject to this reservation. |
/s/ ROBERT J. BUJARSKI | ||||
Name: | Robert J. Bujarski | |||
Title: | Senior Vice President, General Counsel and Corporate Secretary |
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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/05/22 Quidel Corp./DE 10-Q 3/31/22 60:5M 4/04/22 QuidelOrtho Corp. S-4/A 9:7M Donnelley … Solutions/FA 3/14/22 QuidelOrtho Corp. S-4/A 7:5.7M Donnelley … Solutions/FA 2/18/22 Quidel Corp./DE 10-K 12/31/21 94:10M 11/05/21 Quidel Corp./DE 10-Q 9/30/21 59:5.4M 8/06/21 Quidel Corp./DE 10-Q 6/30/21 61:5.2M 5/07/21 Quidel Corp./DE 10-Q 3/31/21 59:4.6M 2/19/21 Quidel Corp./DE 10-K 12/31/20 91:10M 10/30/20 Quidel Corp./DE 10-Q 9/30/20 68:7.6M |