AMENDED AND RESTATED CERTIFICATE OF
GREENHILL & CO., INC.
* * * * *
FIRST: The name of the Corporation is Greenhill & Co., Inc.
SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, 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 purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 110,000,000, consisting of 100,000,000 shares of
Common Stock, par value $0.01 per share (the "COMMON STOCK"), and 10,000,000
shares of Preferred Stock, par value $0.01 per share (the "PREFERRED STOCK").
The Board of Directors is hereby empowered to authorize by resolution or
resolutions from time to time the issuance of one or more classes or series of
Preferred Stock and to fix the designations, powers, preferences and relative,
participating, optional or other rights, if any, and the qualifications,
limitations or restrictions thereof, if any, with respect to each such class or
series of Preferred Stock and the number of shares constituting each such class
or series, and to increase or decrease the number of shares of any such class or
series to the extent permitted by the General Corporation Law of the State of
Delaware, as amended from time to time.
FIFTH: Each holder of Common Stock, as such, shall be entitled to one vote
for each share of Common Stock held of record by such holder on all matters on
which stockholders generally are entitled to vote; provided, however, that,
except as otherwise required by law, holders of Common Stock, as such, shall not
be entitled to vote on any amendment to this Amended and Restated Certificate of
Incorporation (including any Certificate of Designations relating to any series
of Preferred Stock) that relates solely to the terms of one or more outstanding
series of Preferred Stock if the holders of such affected series are entitled,
separately or together with the holders of one or more other such series, to
vote thereon pursuant to this Amended and Restated Certificate of Incorporation
(including any Certificate of Designations relating to any series of Preferred
Stock) or pursuant to Delaware Law.
SIXTH: The name and mailing address of the incorporator are:
NAME MAILING ADDRESS
John T. Adams c/o Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
SEVENTH: The Board of Directors shall have the power to adopt, amend or
repeal the bylaws of the Corporation.
EIGHTH: Election of directors need not be by written ballot unless the
bylaws of the Corporation so provide.
NINTH: (1) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by Delaware Law.
(2)(a) Each person (and the heirs, executors or administrators of such
person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by Delaware Law. The right to indemnification conferred in this ARTICLE NINTH
shall also include the right to be paid by the Corporation the expenses incurred
in connection with any such proceeding in advance of its final disposition to
the fullest extent authorized by Delaware Law. The right to indemnification
conferred in this ARTICLE NINTH shall be a contract right.
(b) The Corporation may, by action of its Board of Directors, provide
indemnification to such of the employees and agents of the Corporation to such
extent and to such effect as the Board of Directors shall determine to be
appropriate and authorized by Delaware Law.
(3) The Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was 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
incurred by such person in any such capacity or arising out of such person's
status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability under Delaware Law.
(4) The rights and authority conferred in this ARTICLE NINTH shall not be
exclusive of any other right which any person may otherwise have or hereafter
(5) Neither the amendment nor repeal of this ARTICLE NINTH, nor the
adoption of any provision of this Amended and Restated Certificate of
Incorporation or the bylaws of the Corporation, nor, to the fullest extent
permitted by Delaware Law, any modification of law, shall eliminate or reduce
the effect of this ARTICLE NINTH in respect of any acts or omissions occurring
prior to such amendment, repeal, adoption or modification.
TENTH: The names and mailing addresses of the initial directors of the
Corporation, who are to serve as directors until the first annual meeting of
stockholders or until their successors are elected and qualify, are:
NAME MAILING ADDRESS
Robert F. Greenhill 300 Park Avenue, 23rd Floor
New York, NY 10022-7405
Scott L. Bok 300 Park Avenue, 23rd Floor
New York, NY 10022-7405
Simon A. Borrows 56-58 Conduit Street
London W1S 2YZ
ELEVENTH: The Corporation reserves the right to amend this Amended and
Restated Certificate of Incorporation in any manner permitted by Delaware Law
and, with the sole exception of those rights and powers conferred under the
above ARTICLE NINTH, all rights and powers conferred herein on stockholders,
directors and officers, if any, are subject to this reserved power.
IN WITNESS WHEREOF, the undersigned has caused this Certificate to be duly
executed in its corporate name by its duly authorized officer.
Dated: May 4, 2004
GREENHILL & CO., INC.
By: /s/ Robert F. Greenhill
Name: Robert F. Greenhill
Title: Chairman and Chief