EX-3.1 2 a2232465zex-3_1.htm EX-3.1

Exhibit 3.1

 

CERTIFICATE OF INCORPORATION
OF
SOLSTICE SAPPHIRE INVESTMENTS, INC.

 

FIRST:  The name of the Corporation is Solstice Sapphire Investments, Inc.

 

SECOND:  The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808; and the name of its registered agent is Corporation Service Company.

 

THIRD:  The nature of the business or purposes to be conducted or promoted by the Corporation is as follows:

 

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 stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $0.0001 par value per share.

 

The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware.

 

FIFTH:  The name and mailing address of the sole incorporator is as follows:

 

NAME

 

Todd Rosenthal

MAILING ADDRESS

 

c/o Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109

 

SIXTH:  In furtherance of and not in limitation of powers conferred by statute, it is further provided:

 

1.                                      Election of directors need not be by written ballot.

 

2.                                      The Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation.

 

SEVENTH:  Except to the extent that the General Corporation Law of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability.  No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

 



 

EIGHTH:  To the fullest extent permitted by law, 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.  If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article Eighth to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware as so amended.

 

Any repeal or modification of the foregoing provisions of this Article Eighth by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

 

NINTH:  To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which General Corporation Law of Delaware permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law of Delaware. Any amendment, repeal or modification of the foregoing provisions of this Article Ninth shall not adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification.

 

TENTH:  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 this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Incorporation as of the 19th day of May, 2017.

 

 

/s/ Todd Rosenthal

 

Todd Rosenthal

 

Sole Incorporator

 

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