EX-3.69 68 a2204534zex-3_69.htm EX-3.69

Exhibit 3.69

 

CERTIFICATE OF INCORPORATION

 

OF

 

ARIZONA OASIS ACQUISITION, INC.

 

The undersigned, a natural person (the “Sole Incorporator”), for the purpose of organizing a corporation to conduct business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the General Corporation Law of the State of Delaware (the “DGCL”) hereby certifies that:

 

ARTICLE I

 

The name of this corporation is Arizona Oasis Acquisition, Inc.

 

ARTICLE II

 

The address of the registered office of the corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, and the name of the registered agent of the corporation in the State of Delaware at such address is The Corporation Trust Company.

 

ARTICLE III

 

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

 

ARTICLE IV

 

This corporation is authorized to issue only one class of stock, to be designated Common Stock.  The total number of shares of Common Stock presently authorized is one thousand (1,000), each having a par value of $0.0001.

 

ARTICLE V

 

A.            The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors of the corporation.  The number of directors that shall constitute the whole Board of Directors shall be fixed by the Board of Directors in the manner provided in the Bylaws.

 

B.            The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the corporation.  The stockholders shall also have power to adopt, amend or repeal the Bylaws of the corporation; provided, however, that, in addition to any vote

 


 

of the holders of any class or series of stock of the corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the corporation.

 

ARTICLE VI

 

A.            The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law.  If the DGCL is amended 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 DGCL, as so amended.

 

B.            Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

 

ARTICLE VII

 

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 the stockholders herein are granted subject to this reservation.

 

ARTICLE VIII

 

The name and mailing address of the Sole Incorporator is as follows:

 

Leah Mumford

Holme Roberts & Owen LLP

1700 Lincoln Street, Suite 4100

Denver, CO  80203-4541

 

IN WITNESS WHEREOF, this Certificate of Incorporation has been subscribed this 20th day of September, 2007, by the undersigned who affirms that the statements made herein are true and correct.

 

 

 

/s/ Leah Mumford

 

Leah Mumford, Sole Incorporator

 

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

 

AND OF REGISTERED AGENT

 

OF

 

ARIZONA OASIS ACQUISITION, INC.

 

It is hereby certified that:

 

1.         The name of the corporation (hereinafter called the “corporation”) is:

 

ARIZONA OASIS ACQUISITION, INC.

 

2.         The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

 

3.         The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

 

4.         The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

 

 

Signed on

5/1/08

 

 

 

 

 

 

 

/s/ Todd Zimmerman

 

Name:

Todd Zimmerman

 

Title:

EVP and Secretary

 

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