exv3w3
Exhibit 3.3
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PAGE 1 |
I, HARRIET SMITH WINDSOR, 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 “COMPRESSCO PARTNERS
GP INC.”, FILED IN THIS OFFICE ON THE THIRTIETH DAY OF OCTOBER,
A.D. 2008, AT 6:06 O’CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 06:08 PM 10/30/2008 |
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FILED 06:06 PM 10/30/2008 |
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SRV 081081373 — 4617910 FILE |
CERTIFICATE OF INCORPORATION
OF
COMPRESSCO PARTNERS GP INC.
FIRST: The name of the corporation is Compressco Partners GP Inc.
SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street,
in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent
at such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any
lawful act or activity for which corporations may be organized under the General Corporation Law of
Delaware.
FOURTH: The total number of shares of all classes of stock which the corporation shall have
authority to issue is One Thousand (1,000) shares of Common Stock of the par value of one cent
($0.01) per share.
FIFTH: The name of the incorporator is Rene G. Casares and his mailing address is c/o Vinson &
Elkins L.L.P., First City Tower, 1001 Fannin Street, Suite 2500, Houston, Texas 77002-6720.
SIXTH: The name and mailing address of the directors who shall serve until the first annual
meeting of stockholders or until their successors are elected and qualified, are as follows:
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Name |
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Address |
Geoffrey M. Hertel
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c/o TETRA Technologies, Inc. |
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25025 Interstate 45 North, |
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Suite 600 |
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The Woodlands, TX 77380 |
Ronald J. Foster
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c/o Compressco, Inc. |
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101 Park Drive, Suite 1200 |
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Oklahoma City, OK 73102 |
The number of directors of the corporation shall be as specified in, or determined in the
manner provided in, the bylaws. Election of directors need not be by written ballot.
SEVENTH: In furtherance of, and not in limitation of, the powers conferred by statute, the
Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the corporation.
EIGHTH: Whenever a compromise or arrangement is proposed between the corporation and its
creditors or any class of them and/or between the 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 the corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the corporation under the provisions of
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 the corporation under the provisions of 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 the 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 the
corporation, as the case may be, agree to any compromise or arrangement and to any reorganization
of the 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 the corporation, as the case may be, and also on the
corporation.
NINTH: (a) No director of the corporation shall be 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 Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
(b) Indemnification and Insurance.
(i) Right to Indemnification. (A) Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
“proceeding”), by reason of the fact that he or she or a person of whom he or she is
the legal representative, is or was or has agreed to become a director or officer of
the corporation, or is or was serving or has agreed to serve at the request of the
corporation, in any capacity, any corporation, partnership or other entity in which the
corporation has a partnership or other interest, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other capacity
while serving or having agreed to serve as a director, officer, employee or agent,
shall be indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may hereafter
be amended (but, in case of any such amendment, only to the extent that such amendment
permits the corporation to provide broader indemnification rights than said law
permitted the corporation to provide prior to such amendment), against all expense,
liability and loss (including, without limitation, attorneys’ fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to serve in the capacity
which initially entitled such person to indemnity hereunder and shall inure to the
benefit of his or her heirs, executors and administrators, and (B) the corporation
shall indemnify and hold harmless in such manner any person designated by the Board of
Directors, or any committee thereof, as a person subject to this indemnification
provision, and who was or is
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made a party or is threatened to be made a party to a proceeding by reason of the
fact that he, she or a person of whom he or she is the legal representative, is or was
serving at the request of the Board of Directors of the corporation as a director,
officer, employee or agent of another corporation or a partnership, joint venture,
trust or other enterprise whether such request is made before or after the acts taken
or allegedly taken or events occurring or allegedly occurring which give rise to such
proceeding; provided, however, that except as provided in subsection (b)(ii) of this
Section, the corporation shall indemnify any such person seeking indemnification
pursuant to this subsection in connection with a proceeding (or part thereof) initiated
by such person only if such proceeding (or part thereof) was authorized by the Board of
Directors of the corporation. The right to indemnification conferred herein shall be a
contract right based upon an offer from the corporation which shall be deemed to have
been made to a person subject to subsection (b)(i)(A) on the date hereof and to a
person subject to subsection (b)(i)(B) on the date designated by the Board of
Directors, shall be deemed to be accepted by such person’s service or continued service
as a director or officer of the corporation for any period after the offer is made and
shall include the right to be paid by the corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided, however,
that if the Delaware General Corporation Law requires, the payment of such expenses
incurred by a current, former or proposed director or officer in his or her capacity as
a current, former or proposed director or officer (and not in any other capacity in
which service was or is or has agreed to be rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such indemnified person, to repay all
amounts so advanced if it shall ultimately be determined that such indemnified person
is not entitled to be indemnified under this Section or otherwise. The corporation may,
by action of its Board of Directors, provide indemnification to employees or agents of
the corporation, individually or as a group, with the same scope and effect as the
foregoing indemnification of directors and officers.
(ii) Right of Claimant to Bring Suit. If a written claim received by the
corporation from or on behalf of an indemnified party under Section (b)(i) of this
Article is not paid in full by the corporation within 30 days after a written claim has
been received by the corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any proceeding in advance
of its final disposition where the required undertaking, if any is required, has been
tendered to the corporation) that the claimant has not met the standards of conduct
which make it permissible under the Delaware General Corporation Law for the corporation
to indemnify the claimant for the amount claimed, but the burden of proving such defense
shall be on the corporation. Neither the failure of the corporation (including its Board
of
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Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of the
claimant is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the corporation (including its Board of Directors, independent legal
counsel, or its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
(iii) Nonexclusivity of Rights. The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Section shall not be exclusive of any right which any person may have
or hereafter acquire under any law (common or statutory), provision of the Certificate
of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.
(iv) Insurance. The corporation may maintain insurance, at its expense, to protect
itself and any person who is or was serving as a director, officer, employee or agent
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability or loss, whether or
not the corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
(v) Severability. If any subsection of this Section (b) of this Article shall be
deemed to be invalid or ineffective in any proceedings, the remaining subsections
hereof shall not be affected and shall remain in full force and effect.
TENTH: The corporation shall have the right, subject to any express provisions or restrictions
contained in the certificate of incorporation or bylaws of the corporation, from time to time, to
amend the certificate of incorporation or any provision thereof in any manner now or hereafter
provided by law, and all rights and powers of any kind conferred upon a director or stockholder of
the corporation by the certificate of incorporation or any amendment thereof are subject to such
right of the corporation.
(Signature Page Follows)
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I, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a
corporation pursuant to the General Corporation Law of the State of Delaware, do make this
certificate, hereby declaring that this is my act and deed and that the facts herein stated are
true; and accordingly have hereunto set my hand this 30th day of October, 2008.
Signature Page to Certificate of Incorporation of Compressco Partners GP Inc.