Exhibit 4.1

 

COMPOSITE CONFORMED

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

IHS INC.(1)

 

PURSUANT TO SECTIONS 242 AND 245 OF THE

GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

 




 

The undersigned, being a duly authorized officer of IHS Inc., a Delaware corporation (the “Corporation”), for the purpose of amending the Certificate of Incorporation of the Corporation pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, does hereby certify as follows:

 

1.             The name of the Corporation is IHS Inc.

 

2.             The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on May 5, 1994.

 

3.             Pursuant to Section 103(d) of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation shall become effective at 8:59 A.M. (Eastern Time) on November 14, 2005.

 

4.             The Board of Directors and the stockholders of the Corporation have unanimously deemed it advisable to amend and restate such Certificate of Incorporation as permitted by Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware to read in its entirety as set forth below:

 

FIRST:    The name of the Corporation is IHS Inc.

 

SECOND:               The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at that 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.

 




(1)  This composite conformed copy, including language from the Certificate of Amendment of Amended and Restated Certificate of Incorporation dated May 7, 2010, has been prepared solely as a convenience and is not a legal document. The Amended and Restated Certificate of Incorporation of IHS Inc., dated as of November 14, 2005 (as amended), remains the operative legal document for all purposes.

 











 

FOURTH:              (A)  The total number of shares of all classes of stock which the Corporation shall have authority to issue is 161,600,000 consisting of 160,000,000 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and 1,600,000 shares of preferred stock (the “Preferred Stock”), which the Board of Directors may issue, in one or more series, with or without par value, with full, limited, multiple, fractional, or no voting rights, and with such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights as shall be fixed by the Board of Directors.

 

(B)           The Class A Common Stock shall entitle the holder thereof to one vote per share, provided, however, except as otherwise required by law, holders of Class A Common Stock 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, either 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.

 

(C)           The holders of Class A Common Stock shall be entitled to receive, share for share with each other, such dividends if, as and when declared from time to time by the Board of Directors. In the event that such dividend is paid in the form of shares of Common Stock, or rights to acquire shares of Common Stock, holders of Class A Common Stock shall receive Class A Common Stock or rights to acquire Class A Common Stock, as the case may be.

 

(D)          The Class A Common Stock is not convertible into any other shares of capital stock of the Corporation.

 

(E)           In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of the Corporation, the holders of the Class A Common Stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of Preferred Stock, if any, then outstanding.

 

FIFTH:                   The Board of Directors shall have the power to adopt, amend and repeal the by-laws of the Corporation without a stockholder vote, subject to Section B of ARTICLE EIGHTH.  Any such action must be consistent with the laws of the State of Delaware and otherwise with this Amended and Restated Certificate of Incorporation.

 

SIXTH:                   (A)          Meetings of stockholders shall be held at such place, within or without the State of Delaware, as may be designated by or in the manner provided in the by-laws of the Corporation or, if not so designated, as determined by the Board of Directors.  Elections of directors need not be by written ballot except and to the extent required by the by-laws of the Corporation.

 











 

(B)           The Board of Directors shall consist of not fewer than three and not more than fifteen Directors, as fixed from time to time by a vote of a majority of the entire Board of Directors.  The Board of Directors shall be divided into three classes, Class I, Class II and Class III, each of which shall be as nearly equal in number as possible.  The initial Class I, Class II and Class III Directors shall be so designated by a resolution of the Board of Directors.  Each initial Director in Class I shall hold office for a term expiring at the 2006 annual meeting of stockholders; each initial Director in Class II shall hold office for a term expiring at the 2007 annual meeting of stockholders; and each initial Director in Class III shall hold office for a term expiring at the 2008 annual meeting of stockholders.  At each annual meeting of stockholders, each Director elected to succeed a Director of the class whose term then expires shall be elected to hold office for a term expiring at the third succeeding annual meeting of stockholders after his or her election, or until his or her earlier death, resignation or removal.  No decrease in the number of Directors shall shorten the term of any Director in office at the time.  The Board of Directors shall designate any newly created directorship as belonging to Class I, Class II or Class III.  Any Director elected to fill any vacancy on the Board of Directors whether created by reason of death, resignation, removal or increase in the number of Directors, shall hold office for the remainder of the full term of the class of Directors in which the vacancy occurred or the new directorship was created.  Any vacancies on the Board of Directors shall be filled only by the affirmative vote of a majority of the remaining Directors even if the number of remaining Directors does not constitute a quorum.  Notwithstanding that some lesser percentage may be specified by law, this certificate of incorporation or the bylaws, a Director may be removed from office only for cause and then only with the affirmative vote of the holders of at least 66 2/3% of the voting power of all outstanding shares of capital stock of the corporation then entitled to vote generally at an election of Directors.

 

(C)           Stockholders shall not be permitted to act by written consent in lieu of a meeting.  Special meetings of stockholders may be called only by the Chairman of the Board of Directors or by the President or Secretary at the direction of the Board of Directors, and may not be called by stockholders of the Corporation.

 

(D)          None of the holders of any shares of capital stock of the Corporation shall have cumulative voting rights, preemptive or other subscription rights, and there are no redemption or sinking fund provisions applicable to the capital stock.

 

SEVENTH:             (A)          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.  A director’s liability shall not be limited with respect to any (i) breach of duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (iii) liability under Section 174 of the Delaware General Corporation Law (unlawful dividends) or (iv) transactions from which the director derived improper personal benefit.

 











 

(B)           (1)           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 SEVENTH 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 SEVENTH shall be a right in contract and shall not preclude any additional agreements between the Corporation and any director or officer of the Corporation regarding such matters.

 

(2)           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.

 

(C)           The Corporation shall have the 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.

 

(D)          The rights and authority conferred in this ARTICLE SEVENTH shall not be exclusive of any other right which any person may otherwise have or hereafter acquire.

 

(E)           Neither the amendment nor repeal of this ARTICLE SEVENTH, nor the adoption of any provision of this 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 SEVENTH in respect of any acts or omissions occurring prior to such amendment, repeal, adoption or modification.

 

EIGHTH:                (A)          The Corporation reserves the right to amend this 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 SEVENTH and below under Section B of this ARTICLE EIGHTH, all rights and powers conferred herein on stockholders, directors and officers, if any, are subject to this reserved power.

 

(B)           The provisions of ARTICLES FIFTH, SIXTH and this ARTICLE EIGHTH, and the provisions of Sections 2.03, 2.04, 3.02, 3.12, 3.13, and 5.07 of the By-Laws of the Corporation, may not be amended, altered, repealed or waived in any respect without the affirmative vote of the holders of at least sixty-six and two-thirds percent (662/3%) of the voting power of all outstanding shares of capital stock of the Corporation then entitled to vote.

 

(C)           The provisions of ARTICLE FOURTH (D)(2) may not be amended, altered, repealed or waived in any respect without the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of Class A Common Stock of the Corporation then entitled to vote.

 

5.             The amendments of the Certificate of Incorporation herein certified have been duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, said IHS Inc. has caused this certificate of amendment and restatement to be signed, under penalty of perjury, by its duly authorized officer, on this 14th day of November, 2005.

 

 

	
 
    	
IHS INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ STEPHEN GREEN
    
	
 
    	
Name:
    	
Stephen Green
    
	
 
    	
Title:
    	
Senior Vice President
    
	
 
    	
 
    	
and General Counsel