SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

VALUECLICK, INC.

 

ValueClick, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

 

FIRST: The original Certificate of Incorporation of ValueClick, Inc. was filed with the Secretary of State of the State of Delaware on October 9, 1998.

 

SECOND: The Amended and Restated Certificate of Incorporation of ValueClick, Inc. was filed with the Secretary of State of the State of Delaware on October 8, 1999.

 

THIRD: The Certificate of Amendment to the Amended and Restated Certificate of Incorporation of ValueClick, Inc. was filed with the Secretary of State of the State of Delaware on March 29, 2000.

 

FOURTH: The Second Amended and Restated Certificate of Incorporation of ValueClick, Inc., in the form attached hereto as Exhibit A, has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation, and the Amended and Restated Certificate of Incorporation shall be amended and restated in full to read as set forth as Exhibit A.

 

FIFTH: The Second Amended and Restated Certificate of Incorporation so adopted reads in full as set forth inExhibit A and is hereby incorporated herein by this reference.

 

IN WITNESS WHEREOF, the undersigned has executed this Second Amended and Restated Certificate of Incorporation this 23rd day of May, 2002 and certifies under penalties of perjury that the Second Amended and Restated Certificate of Incorporation is the act and deed of the Corporation and that the statements herein are true.

 

 

By:

 

/s/ Scott P. Barlow

 

 

 

Scott P. Barlow, Secretary

 

 



 

EXHIBIT A

 

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

VALUECLICK, INC.

 

ARTICLE I

 

The name of this Corporation is ValueClick, Inc.

 

ARTICLE II

 

The address of the registered office of this Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. This Corporation’s registered agent at that address is Corporation Service 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 General Corporation Law of Delaware.

 

ARTICLE IV

 

This Corporation is to have perpetual existence.

 

ARTICLE V

 

A. This Corporation is authorized to issue two classes of capital stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of capital stock that this Corporation shall have authority to issue is 520,000,000. The total number of shares of Common Stock that this Corporation shall have authority to issue is 500,000,000. The total number of shares of Preferred Stock that this Corporation shall have authority to issue is 20,000,000. The Common Stock shall have a par value of $.001 per share, and the Preferred Stock shall have a par value of $.001 per share.

 

B. The Board of Directors of the Corporation may issue Preferred Stock from time to time in one or more series. The Board of Directors of the Corporation is hereby authorized to adopt a resolution or resolutions from time to time, within the limitations and restrictions stated in this Certificate of Incorporation, to fix or alter the voting powers, designations, preferences, rights, qualifications, limitations and restrictions of any wholly unissued class of Preferred Stock, or any whollyunissued series of any such class, and the number of shares constituting any such series and the designation thereof, or any of them, and to increase or decrease the number of share of any series subsequent

 



 

to the issuance of share of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of share of such series.

 

ARTICLE VI

 

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of this Corporation is expressly authorized to adopt, amend or repeal from time to time any or all of the Bylaws of this Corporation.

 

ARTICLE VII

 

The number of directors which shall constitute the whole Board of Directors of this Corporation shall be specified in the Bylaws of this Corporation, subject to Article VI and this Article VII.

 

ARTICLE VIII

 

A director of this Corporation shall not be personally liable to the this Corporation or its stockholder for monetary damages for breach of fiduciary duty as director, except for liability (a) for any breach of the director’s duty of loyalty to this Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under section 174 of the General Corporation Law of the State of Delaware, or (d) for any transaction from which the director derived an improper personal benefit. Neither the amendment or repeal of this Article VIII nor the adoption of any provision of the Certificate of Incorporation or the Bylaws or any statute inconsistent with this Article VIII, shall eliminate or reduce the effect of this Article VIII with respect to any act or omission occurring, or any cause of action, suit or claim that but for this Article VIII would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

 

ARTICLE IX

 

This Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision herein, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law, and all rights, preferences and privileges of whatsoever nature conferred on stockholders, directors or any other person whomsoever by or pursuant to this Certificate of Incorporation in its present form or as hereafter are granted, subject to the rights reserved in this Article IX.

 

ARTICLE X

 

Meetings of stockholders may be held outside the State of Delaware, if the Bylaws so provide. The books of this Corporation may be kept (subject to any provision

 



 

of law) outside the State of Delaware. Elections of directors need not be by ballot unless the Bylaws of this Corporation shall so provide.

 

 

 

 

 

 

CERTIFICATE OF OWNERSHIP AND MERGER

 

MERGING

 

VC Merger Sub, Inc.

(a Delaware corporation)

 

INTO

 

ValueClick, Inc.

(a Delaware corporation)

 

 

Pursuant to Title 8, Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”), ValueClick, Inc., a Delaware corporation (the "Company"), does hereby certify to the following information relating to the merger (the “Merger”) of VC Merger Sub, Inc., a Delaware corporation (the “Subsidiary”), with and into the Company, with the Company remaining as the surviving corporation under the name Conversant, Inc.:

 

FIRST: The Company is incorporated pursuant to the DGCL. The Subsidiary is incorporated pursuant to the DGCL.     

 

SECOND: The Company is the owner of all of the outstanding shares of the common stock of the Subsidiary.

 

THIRD: The Board of Directors of the Company, by resolutions duly adopted on January 29, 2014, and attached hereto as Exhibit A, determined to merge the Subsidiary with and into the Company and to effect a change of the Company’s name to Conversant, Inc. pursuant to Section 253 of the DGCL:

 

FOURTH: The Company shall be the surviving corporation of the Merger.

 

FIFTH: The Certificate of Incorporation of the Company, as in effect immediately prior to the effective time of the Merger, shall be the Certificate of Incorporation of the surviving corporation, except that Article FIRST thereof shall be amended to read in its entirety as follows:

 

“FIRST: The name of the Corporation is Conversant, Inc.”

 

SIXTH: The Certificate of Ownership and Merger and the Merger shall become effective upon the filing of such Certificate of Ownership and Merger with the Delaware Secretary of State.

 

IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer on this 31st day of January, 2014.

 

 

VALUECLICK, INC.

 

 

 

 

 

By:

 

/s/ Scott P. Barlow

 

Title:

 

Scott P. Barlow, Secretary

 

 


 

 

EXHIBIT A

 

BOARD RESOLUTIONS

 

WHEREAS, the ValueClick, Inc. (the “Corporation”) desires to change its name to Conversant, Inc. pursuant to Section 253(b) of the Delaware General Corporation Law (the “DGCL”);

WHEREAS, in order to effect such name change, the Corporation desires to incorporate (the “Incorporation”) a corporation named VC Merger Sub, Inc. under the DGCL and to acquire (the “Acquisition”) one thousand (1000) shares of Common Stock, par value of $0.01 per share, of the Subsidiary;

WHEREAS, following the effectiveness of the Incorporation and the Acquisition, the Corporation will own all of the outstanding shares of the capital stock of the Subsidiary; and

WHEREAS, the Board of Directors of the Corporation has deemed it advisable that the Subsidiary be merged with and into the Corporation (the “Merger”) pursuant to Section 253 of the DGCL following the effectiveness of the Incorporation and the Acquisition.

NOW, THEREFORE, BE IT RESOLVED, that the Incorporation and Acquisition are hereby authorized and approved in all respects;

RESOLVED FURTHER, that the Corporation is hereby authorized to consummate the Merger pursuant to Section 253 of the DGCL following the effectiveness of the Incorporation and the Acquisition;

RESOLVED FURTHER, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of Common Stock, par value $0.01 per share, of the Subsidiary shall be cancelled and no consideration shall be issued in respect thereof;

RESOLVED FURTHER, that the Second Amended and Restated Certificate of Incorporation of the Corporation as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that Article FIRST thereof shall be amended to read in its entirety as follows:

“FIRST: The name of the Corporation is Conversant, Inc.”

RESOLVED FURTHER, that the officers of the Corporation be and they hereby are authorized and directed to do all acts and things that may be necessary to carry out and effectuate the purpose and intent of the resolutions relating to the Incorporation and the Acquisition;

RESOLVED FURTHER, that the officers of the Corporation be and they hereby are authorized and directed, following the effectiveness of the Incorporation and the Acquisition, to make, execute and acknowledge, in the name and under the corporate seal of the Corporation, a certificate of ownership and merger for the purpose of consummating the Merger and to file the same in the office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the resolutions relating to the Merger.

 

[As Filed: 02-05-2014]