**Exhibit 3.1**

 

***Delaware***

*The FirstState*

 

I, HARRIET SMITH WINDSOR, SECRETARY OF STATEOF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECTCOPY OF THE RESTATED CERTIFICATE OF “CUBIC CORPORATION”, FILED IN THIS OFFICEON THE TWENTY-SEVENTH DAY OF APRIL, A.D. 2006, AT 4:42 O’CLOCK P.M.

 

A FILED COPY OF THIS CERTIFICATE HAS BEENFORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

 
|                            |                                           |       |
|---------------------------------|-------------------------------------------|------------|
|                            |                                      |
|                            | /s/ Harriet Smith Windsor                 |
|                            | Harriet Smith Windsor, Secretary of State |
| 2050509     8100 | **AUTHENTICATION:**                       | ** ** | **4762599** |
|                            | ** **                                | ** ** | ** ** |
| 060394430                       | **DATE:**                                 | ** ** | **05-22-06** |

 

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**AMENDED AND RESTATED**

**CERTIFICATE OF INCORPORATIONOFCUBIC CORPORATION**

 

Cubic Corporation, acorporation organized and existing under the laws of the State of Delaware,hereby certifies as follows:

 

**FIRST:**                   Thename of the corporation is Cubic Corporation.

 

**SECOND:**             Thedate of filing of its original Certificate of Incorporation with the Secretaryof State of the State of Delaware was December 13, 1984.

 

**THIRD:**                  TheCertificate of Incorporation of said corporation shall be amended and restatedto read in full as follows:

 

**1.****            **Thename of the corporation is Cubic Corporation.

 

**2.****            **Theaddress of its registered office in the State of Delaware is Corporation TrustCenter, 1209 Orange Street, in the City of Wilmington, County of New Castle. Thename of its registered agent at such address is The Corporation Trust Company.

 

**3.****            **Thenature of the business or purposes to be conducted or promoted is to engage inany lawful act or activity for which corporations may be organized underthe Delaware General Corporation Law (“***DGCL***”)

 

**4.****            **Thecorporation is authorized to issue two classes of stock to be designated,respectively, “Common Stock” and “Preferred Stock.”  The total number of shares of all classes ofcapital stock which the corporation shall have authority to issue is55,000,000, of which 50,000,000 shares shall be Common Stock, without par value(the “***Common Stock***”), and 5,000,000shares shall be Preferred Stock, without par value (the “***PreferredStock***”).

 

The Preferred Stock may beissued from time to time in one or more series. The Board of Directors ishereby expressly authorized to provide for the issue of any or all of the remaining unissued and undesignatedshares of the Preferred Stock in one or more series, and to fix the number ofshares and to determine or alter for each such series, such voting powers, fullor limited, or no voting powers, and such designation, preferences, andrelative, participating, optional, or other rights and such qualifications,limitations, or restrictions thereof, as shall be stated and expressed in theresolution or resolutions adopted by the Board of Directors providing for theissuance of such shares and as may be permitted by the DGCL. The Board ofDirectors is also expressly authorized to increase or decrease the number ofshares of any series subsequent to the issuance of shares of that series,but not below the number of shares of such series then outstanding. Incase the number of shares of any series shall be decreased in accordancewith the foregoing sentence, the shares constituting such decrease shall resumethe status that they had prior to the adoption of the resolution originallyfixing the number of shares of such series.

 

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Eachoutstanding share of Common Stock shall entitle the holder thereof to one voteon each matter properly submitted to the stockholders of the corporation fortheir vote; *provided, however*, that, except asotherwise required by law, holders of Common Stock shall not be entitled tovote on any amendment to this Certificate of Incorporation (including anycertificate of designation filed with respect to any series of PreferredStock) that relates solely to the terms of one or more outstanding series ofPreferred Stock if the holders of such affected series of Preferred Stockare entitled, either separately or together as a class with the holders ofone or more other series of Preferred Stock, to vote thereon by law orpursuant to this Certificate of Incorporation (including any certificate ofdesignation filed with respect to any series of Preferred Stock).

 

**5.****            **Themanagement of the business and the conduct of the affairs of the corporationshall be vested in its Board of Directors. The number of Directors that shallconstitute the Board of Directors shall be fixed exclusively by resolutionsadopted by a majority of the authorizednumber of Directors constituting the Board of Directors. Each Directorshall serve until his or her successor is duly elected and qualified or untilhis or her death, resignation or removal. No decrease in the number ofDirectors constituting the Board of Directors shall shorten the term of anyincumbent Director.

 

**6.****            **Electionsof Directors need not be by written ballot unless required by the Bylaws of thecorporation.

 

**7.****            **Theaffirmative vote of the holders of two-thirds (66 2/3%) of the outstandingCommon Stock of this corporation shall be required for the approval, adoptionor authorization of a business combination (as hereinafter defined) and nobusiness combination shall be entered into without such affirmative vote.

 

As used in this Article 7,the term “business combination” means:

 

**(a)****          **Themerger of this corporation into, or its consolidation with, any othercorporation, person or business entity;

 

**(b)****          **Themerger of any other corporation, person or business entity into, or itsconsolidation with this corporation;

 

**(c)****          **thesale, exchange, lease transfer, or other disposition by this corporation ofsixty percent (60%) or more of its assets or business to any other corporation,person or business entity;

 

**(d)****          **Theissuance or transfer at any one time by this corporation, or by any subsidiaryof this corporation, of fifty percent (50%) or more of voting securities issuedpursuant to a stock option, purchase, bonus performance unit or other plan oragreement for natural persons who are directors, employees, consultants, and/oragents of this corporation and/or a subsidiary thereof to any othercorporation, person or business entity in exchange for cash, assets, orsecurities or any combination thereof; or

 

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**(e)****          **anyagreement, contract or other arrangement between this corporation and any othercorporation, person or business entity providing for any of the transactionsdescribed in clauses (a), (b), (c), or (d) immediately preceding thisclause (e).

 

The provisions of the Article 7,shall not apply to any transaction described in this Article 7, (i) ifthe Board of Directors of this corporation has approved a memorandum ofunderstanding with such other corporation, person or business entity withrespect to and substantially consistent with such transaction prior to the timesuch other corporation, person or business entity became an owner of fivepercent (5%) of the outstanding Common Stock of this corporation, or (ii) toany corporation, person or business entity which is an owner of five percent(5%) of the outstanding Common Stock of this corporation at the time ofadoption of this Article 7.

 

The affirmative vote ofthe holders of two-thirds (66 2/3%) of the outstanding Common Stock of thiscorporation shall be required for the amendment of all or any part of thisArticle 7.

 

**8.****            **Noaction shall be taken by the Shareholders except at an annual or specialmeeting of Shareholders.

 

**9.****            **Specialmeetings of the Shareholders of the corporation for any purpose or purposes may becalled at any time by the Board of Directors, or by a committee of the Board ofDirectors which has been duly designated by the Board of Directors and whosepowers and authority, as provided in a resolution of the Board of Directors orin the Bylaws of the corporation, include the power to call such meetings, butsuch Special meetings may not be called by any other person or persons.

 

**10.****         **Infurtherance and not in limitation of the powers conferred by statute, the Boardof Directors is expressly authorized to make, repeal, alter, amend and rescindthe Bylaws of this corporation, but any Bylaw amendment by the Board ofDirectors increasing or reducing the authorized number of Directors shallrequire a resolution adopted by the affirmative vote of not less thantwo-thirds (2/3rds) of the then authorized number of Directors. Bylaws shallnot be made, repealed, altered, amended or rescinded by the Shareholders of thecorporation except by the vote of the holders of not less than 66 2/3% of thetotal voting power of all outstanding shares of voting stock of the corporation.

 

**11.****         **Thecorporation reserves the right to amend, alter, change or repeal any provisioncontained in this Certificate of Incorporation, in the manner now or hereafterprescribed by statute, and all rights conferred on Shareholders herein aregranted subject to this reservation.

 

Notwithstanding theforegoing, the provisions set forth in Articles 7, 8, 9, 10 and this Article 11may not be repealed or amended in any respect unless such repeal oramendment is approved by the affirmative vote of the holders of not less than66 2/3% of the total voting power of all outstanding shares of voting stock ofthis corporation.

 

**12.****         **Neitherthe Board of Directors nor any individual Director may be removed withoutcause. Subject to any limitation imposed by law, any individual Director orDirectors may be removed with cause by the affirmative vote of the holdersof at least sixty-six and two-thirds 

 

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percent (66 2/3%) of the voting power of all then-outstanding shares ofcapital stock of the corporation entitled to vote generally at an election ofDirectors, voting together as a single class.

 

**13.****         **Subject to the rights of the holders of any series ofPreferred Stock that may come into existence from time to time, anyvacancies on the Board of Directors resulting from death, resignation,disqualification, removal or other causes and any newly created directorshipsresulting from any increase in the number of Directors, shall, unless the Boardof Directors determines by resolution that any such vacancies or newly createddirectorships shall be filled by the stockholders, except as otherwise providedby law, be filled only by the affirmative vote of a majority of the Directorsthen in office, even though less than a quorum of the Board of Directors, andnot by the stockholders. Any Director elected in accordance with the precedingsentence shall hold office for the remainder of the full term of the directorfor which the vacancy was created or occurred and until such Director’ssuccessor shall have been elected and qualified.

 

**14.****         **Noaction shall be taken by the stockholders of the corporation by writtenconsent.

 

**15.****         **Advancenotice of stockholder nominations for the election of Directors and of businessto be brought by stockholders before any meeting of the stockholders of thecorporation shall be given in the manner provided in the Bylaws of thecorporation.

 

**16.****         **NoDirector shall be personally liable to the Corporation or its Stockholders formonetary damages for any breach of fiduciary duty by such Director, as aDirector. Notwithstanding the foregoing sentence, a Director shall be liable tothe extent provided by applicable law (i) for breach of the Director’sduty of loyalty to the corporation or its stockholders, (ii) for acts oromissions not in good faith or which involve intentional misconduct or aknowing violation of law, (iii) pursuant to Section 174 of the DGCL,or (iv) for any transaction from which the Director derived an improperpersonal benefit.

 

No amendment to, orrepeal of, this Article shall apply to, or have any effect on, theliability or alleged liability of any Director of the corporation for, or withrespect to, any acts or omissions of such Director, occurring prior to suchamendment.

 

* * * *

 

**FOURTH:**              ThisCertificate of Incorporation has been duly adopted and approved by the Board ofDirectors.

 

**FIFTH:**                   ThisAmended and Restated Certificate of Incorporation has been duly adopted andapproved by written consent of the stockholders in accordance with sections 245and 242 of the DGCL.

 

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**IN WITNESS WHEREOF**,said Cubic Corporation has caused this Amended and Restated Certificate ofIncorporation to be signed by Walter J. Zable, its Chairman of the Board Presidentand Chief Executive Officer, on February 21, 2006.

 
| ** ** | **CUBIC  CORPORATION**                                               |
|------------|----------------------------------------------------------------------|
| ** ** | ** **                                                           |
| ** ** | ** **                                                           |
|       | By:                                                                  |   /s/  Walter J. Zable |
|       | Name: Walter J.  Zable                                               |
|       | Its: Chairman of  the Board, President and

Chief Executive  Officer |

 

 

[SIGNATURE PAGE TO AMENDED ANDRESTATED CERTIFICATE OF INCORPORATION]

 

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