Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.16M
2: EX-9 Voting Trust Agreement -- ex10-03 2 14K
3: EX-10 Material Contract -- ex10-75 3 18K
4: EX-10 Material Contract -- ex10-76 22 80K
5: EX-10 Material Contract -- ex10-77 5 26K
6: EX-10 Material Contract -- ex10-78 5 23K
7: EX-10 Material Contract -- ex10-79 5 23K
8: EX-10 Material Contract -- ex10-80 5 23K
9: EX-10 Material Contract -- ex10-81 5 23K
10: EX-10 Material Contract -- ex10-82 5 23K
11: EX-10 Material Contract -- ex10-83 5 23K
12: EX-10 Material Contract -- ex10-84 5 23K
13: EX-10 Material Contract -- ex10-85 5 23K
14: EX-14 Material Foreign Patent -- ex14-1 7 31K
15: EX-21 Subsidiaries of the Registrant -- ex21-1 4 13K
16: EX-23 Consent of Experts or Counsel -- ex23-1 1 10K
17: EX-99 Exhibit 99.1 1 9K
18: EX-99 Exhibit 99.2 1 9K
EX-9 — Voting Trust Agreement — ex10-03
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EXHIBIT A
AMENED AND RESTATED ARTICLES OF INCORPORATION
OF
BRANDYWINE REALTY SERVICES CORPORATION
(as amended and restated on May 7, 2001)
In compliance with the requirements of Section 1306 of the
Pennsylvania Business Corporation Law of 1988, as amended (15 Pa. C.S.A.
ss. 1306), the undersigned, desiring to be incorporated as a business
corporation, hereby certifies that:
Article I
The name of the corporation (which is hereinafter referred to
as the "Corporation") shall be Brandywine Realty Services Corporation.
Article II
The address of the Corporation's registered office in the
Commonwealth of Pennsylvania is 14 Campus Boulevard, Suite 100, Newtown Square,
PA 19073.
Article III
The Corporation is incorporated under the Pennsylvania
Business Corporation Law of 1988, as amended (the "BCL"), and shall have
unlimited power to engage in all lawful business for which corporations may be
incorporated under the BCL.
Article IV
A. Number of Shares.
The aggregate number of shares that the Corporation shall have
authority to issue is Nineteen Thousand Four Hundred Seventy Three (19,473), Ten
Thousand (10,000) shares of which shall be Common Stock, par value $.0l per
share ("Common Stock"), and Nine Thousand Four Hundred Seventy Three (9,473)
shares of which shall be Non-Voting Preferred Stock, stated value $.0l per share
("Preferred Stock").
B. Voting Rights.
Except as may be provided in these Articles of Incorporation,
the holders of shares of Common Stock shall have the exclusive right to vote on
all matters at all meetings of the shareholders of the Corporation, and shall be
entitled to one vote for each share of Common Stock entitled to vote at such
meeting. Except as may be provided in these Articles of Incorporation, and as
may be provided by applicable law, the shares of Preferred Stock shall not be
entitled to vote.
A-1
C. Dividends.
The holders of shares of the Preferred Stock and Common Stock
shall be entitled to receive dividends out of funds legally available therefor,
at such times and in such amounts as may be determined by the Board of
Directors, provided that the amount per share payable on the Common Stock shall
be equal to the amount per share payable on the Preferred Stock and the amount
per share payable on the Preferred Stock shall be equal to the amount per share
payable on the Common Stock.
Article V
No director of the Corporation shall be personally liable, as
such, for monetary damages for any action taken, or any failure to take any
action, except to the extent that by law a director's liability for monetary
damages may not be limited.
Article VI
In lieu of any statutory standard of care that would otherwise
be applicable in the absence of the provisions of this article, each officer of
the Corporation shall perform his duties as an officer in good faith, in a
manner he reasonably believes to be in the best interests of the Corporation and
with such care, including reasonable inquiry, skill and diligence, as a person
of ordinary prudence would use under similar circumstances, except that
notwithstanding the foregoing no officer shall be personally liable for monetary
damages (other than under criminal statutes and under federal, state and local
laws imposing liability on officers for the payment of taxes) unless his conduct
constitutes self-dealing, willful misconduct or recklessness. In performing his
duties, each officer shall be entitled to rely on others, to consider all
factors deemed by him to be pertinent, and to be presumed to be acting in the
best interests of the Corporation, in each case to the same extent as directors
of the Corporation are so entitled under the BCL.
Article VII
Without the affirmative approval (at a meeting of shareholders
duly called in accordance with the BCL) of the holder(s) of a majority of the
issued and outstanding shares of Preferred Stock, the Corporation shall not (a)
change, alter or amend any provision of these Articles of Incorporation, (b)
reclassify, combine, or split any shares of its capital stock, (c) issue or
authorize for issuance any shares of its capital stock, or (d) directly or
indirectly, retire, redeem, purchase or otherwise acquire any shares of
Preferred Stock.
Article VIII
The name and post office address of the incorporator is as
follows:
NAME ADDRESS
Jacqueline Y. Eastridge Pepper Hamilton LLP
3000 Two Logan Square
18th & Arch Streets
Philadelphia, PA 19103-2799
A-2
Dates Referenced Herein and Documents Incorporated by Reference
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