**EXHIBIT 3.1**

 

**RESTATED ARTICLES OFINCORPORATION**

 

**OF RENTRAK CORPORATION**

 

(Adopted June 9,2005)

 

**ARTICLE I**

 

Thename of the corporation is Rentrak Corporation and its duration shall beperpetual.

 

**ARTICLE II**

 

The purposeof this Corporation is to engage in any lawful act or activity for which acorporation may be organized under the Oregon Business Corporation Act.

 

**ARTICLE III**

 

ThisCorporation is authorized to issue two classes of shares, to be designatedrespectively Common Stock and Preferred Stock. None of the shares shall carry preemptive rights.  The total number of shares of Common Stock,$.001 par value per share, the Corporation is authorized to issue is30,000,000.  The total number of sharesof Preferred Stock, $.001 par value per share, the Corporation is authorized toissue is 10,000,000.  The Preferred Stockmay be issued in one or more series.  TheBoard of Directors is authorized to fix the number and determine thedesignation of any such series and to determine or alter the rights, preferences,privileges, and restrictions granted to or imposed upon any wholly unissuedseries.  Within the limits andrestrictions stated in any resolution of the Board of Directors fixing thenumber of shares constituting any series, the Board of Directors is furtherauthorized to increase or decrease (but not below the number of shares of suchseries outstanding) the number of shares of any such series subsequent to theissuance of shares of that series.

 

**ARTICLE IV**

 

Thenumber of directors of the Corporation shall be fixed as provided in the Bylawsand may be changed from time to time by amending the Bylaws.

 

**ARTICLE V**

 

Section 1.  Director Liability.  A director of the Corporation shall not bepersonally liable to the Corporation or its Shareholders for monetary damagesfor conduct as a Director, except for liability (i) for any breach of theDirector’s duty of loyalty to the Corporation or its Shareholders, (ii) foracts or omissions not in good faith or which involve intentional misconduct ora knowing violation of law, (iii) any unlawful distribution under Section 88of the Oregon Business Corporations Act, or (iv) for any transaction fromwhich the Director derived any improper personal benefit.  If the Oregon Law is amended after approvalby the Shareholders of this article to authorize corporate action furthereliminating or limiting the personal liability of Directors, then the liabilityof a Director of the Corporation shall be eliminated or limited to the fullestextent permitted by the Oregon General Corporation Law, as so amended.

 

Anyrepeal or modification of the foregoing paragraph by the Shareholders of theCorporation shall not adversely affect any right or protection of a Director ofthe Corporation existing at the time of such repeal or modification.

 

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Section 2.  Right to Indemnification.

 

(a)                                  Indemniteesand Indemnified Acts.  Each person whowas or is made a party or is threatened to be made a party to or is otherwiseinvolved in any action, suit or proceeding, whether civil, criminal, administrativeor investigative (hereinafter a “proceeding”), by reason of the fact that he orshe is or was a Director, Officer or employee of the Corporation or is or wasserving at the request of the Corporation as a Director, Officer, employee oragent of another corporation or of a partnership, joint venture, trust or otherenterprise, including service with respect to employee benefit plans(hereinafter an “indemnitee”), whether the basis of such proceeding is allegedaction in an official capacity as a Director, Officer, employee or agent or inany other capacity while serving as a Director, Officer, employee or agent,shall be indemnified and held harmless by the Corporation to the fullest extentauthorized by the Oregon Business Corporations Act, as the same exists or mayhereafter be amended (but, in the case of any such amendment, only to theextent that such amendment permits the Corporation to provide boarderindemnification rights than such law permitted the Corporation to provide priorto such amendment), against all expense, liability and loss (including attorneys’fees, judgments, fines, ERISA excise taxes or penalties and amounts paid insettlement) reasonably incurred or suffered by such indemnitee in connectiontherewith and such indemnification shall continue as to an indemnitee who hasceased to be a Director, Officer, employee or agent and shall inure to thebenefit of the indemnitee’s heirs, executors and administrators; provided,however, that, except as provided in paragraph (b) hereof with respect toproceedings to enforce rights to indemnification, the Corporation shallindemnify any such indemnitee in connection with a proceeding (or part thereof)initiated by such indemnitee only if such proceeding (or part thereof) was authorizedby the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be acontract right and shall include the right to be paid by the Corporation theexpenses incurred in defending any such proceeding in advance of its finaldisposition (hereinafter an “advancement of expenses”); provided, however,that, if the Oregon law requires, an advancement of expenses incurred by anindemnitee in his or her capacity as a Director or Officer (and not in anyother capacity in which service was or is rendered by such indemnitee,including without limitation service to an employee benefit plan) shall be madeonly upon delivery to the Corporation of an undertaking by or on behalf of suchindemnitee, to repay all amounts so advanced if it shall ultimately bedetermined by final judicial decision from which there is no further right toappeal that such indemnitee is not entitled to be indemnified for such expensesunder this Section or otherwise (hereinafter an “undertaking”).

 

(b)                                 Rightof Indemnitee to Bring Suit.  If aclaim under paragraph (a) of this Section is not paid in full by theCorporation within sixty days after a written claim has been received by theCorporation, except in the case of a claim for an advancement of expenses, inwhich case the applicable period shall be twenty days, the indemnitee may atany time thereafter bring suit against the Corporation to recover the unpaidamount of the claim.  If successful inwhole or in part in any such suit or in a suit brought by the Corporation torecover an advancement of expenses pursuant to the terms of an undertaking, theindemnitee shall be entitled to be paid also the expense of prosecuting ordefending such suit.  In (i) anysuit brought by the indemnitee to enforce a right to indemnification hereunder(but not in a suit brought by the indemnitee to enforce a right to anadvancement of expenses) it shall be a defense that, and (ii) any suit bythe Corporation to recover an advancement of expenses pursuant to the terms ofan undertaking the Corporation shall be entitled to recover such expenses upona final adjudication that the indemnitee has not met the applicable standard ofconduct set forth in the Oregon law. Neither the failure of the Corporation (including its Board ofDirectors, independent legal counsel, or its Shareholders) to have made adetermination prior to the commencement of such suit that indemnification ofthe indemnitee is proper in the circumstances because the indemnitee has metthe applicable standard of conduct set forth in the Oregon Business CorporationsAct, nor an actual determination by the Corporation (including its Board ofDirectors, independent legal counsel, or its Shareholders) that the indemniteehas not met such applicable standard of conduct, shall create a presumptionthat the indemnitee has not met the applicable standard of conduct or, in thecase of such a suit brought by the indemnitee, be a defense to such suit.  In any suit brought by the indemnitee toenforce a right hereunder, or by the Corporation to recover an advancement ofexpenses pursuant to the terms of an undertaking, the burden of proving thatthe indemnitee is not entitled to be indemnified or to such advancement ofexpenses under this Section or otherwise shall be on the Corporation.

 

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(c)                                  Non-Exclusivityof Rights.  The rights toindemnification and to the advancement of expenses conferred in this Section shallnot be exclusive of any other right which any person may have or hereafteracquire under any statute, this Certificate of Incorporation, Bylaw, agreement,vote of Shareholders or disinterested directors or otherwise.

 

(d)                                 Insurance.  The Corporation may maintain insurance, at itsexpense, to protect itself and any Director, Officer, employee or agent of theCorporation or another corporation, partnership, joint venture, trust or otherenterprise against any expense, liability or loss, whether or not theCorporation would have the power to indemnify such person against such expense,liability or loss under the Oregon law.

 

(e)                                  Indemnificationof Agents of the Corporation.  TheCorporation may, to the extent authorized from time to time by the Board ofDirectors, grant rights to indemnification and to the advancement of expenses,to any agent of the Corporation to the fullest extent of the provisions of thisSection with respect to the indemnification and advancement of expenses ofDirectors, Officers and employees of the Corporation.

 

**DESIGNATION OF TERMS OF SERIES AJUNIORPARTICIPATING PREFERRED STOCK**

 

RentrakCorporation, a corporation organized and existing under the Oregon BusinessCorporation Act (hereinafter called the “Corporation”), hereby amends itsArticles of Incorporation to designate and adopt, in accordance with theprovisions of its Articles of Incorporation, terms for a series of theCorporation’s Preferred Stock, par value $.001 per share (the “Preferred Stock”),with a number of shares, and preferences, limitations and relative rights asfollows:

 

Section 1.  Designation and Amount.  The shares of this series of Preferred Stockshall be designated as “Series A Junior Participating Preferred Stock”(the “Series A Preferred Stock”) and the number of shares constituting theSeries A Preferred Stock shall be 300,000. Such number of shares may be increased or decreased by resolution of theBoard of Directors; provided that no decrease shall reduce the number of sharesof Series A Preferred Stock to a number less than the number of sharesthen outstanding plus the number of shares reserved for issuance upon theexercise of outstanding options, rights or warrants or upon the conversion ofany outstanding securities issued by the Corporation convertible into Series APreferred Stock.

 

Section 2.  Dividends and Distributions.

 

2.1                                 Subjectto the rights of the holders of any shares of any class or series of stock ofthe Corporation ranking prior and superior to the Series A Preferred Stockwith respect to dividends, the holders of shares of Series A PreferredStock, in preference to the holders of Common Stock, par value $.001 per share(the “Common Stock”), of the Corporation, and of any other stock ranking juniorto the Series A Preferred Stock, shall be entitled to receive, when, asand if declared by the Board of Directors out of funds legally available forthe purpose, quarterly dividends payable in cash on the first day of January,April, July, and October in each year (each such date being referred toherein as a “Quarterly Dividend Payment Date”), commencing on the firstQuarterly Dividend Payment Date after the first issuance of a share or fractionof a share of Series A Preferred Stock, in an amount per share (rounded tothe nearest cent) equal to the greater of (a) $1.00 or (b) subject tothe provision for adjustment hereinafter set forth, 100 times the aggregate pershare amount of all cash dividends, and 100 times the aggregate per shareamount (payable in kind) of all non-cash dividends or other distributions,other than a dividend payable in shares of Common Stock or a subdivision of theoutstanding shares of Common Stock (by reclassification or otherwise), declaredon the Common Stock since the immediately preceding Quarterly Dividend PaymentDate or, with respect to the first Quarterly Dividend Payment Date, since thefirst issuance of any share or fraction of a share of Series A PreferredStock.  In the event the Corporationshall at any time declare or pay any dividend on the Common Stock payable inshares of Common Stock, or effect a subdivision, combination or consolidationof the outstanding shares of Common Stock (by reclassification or otherwisethan by payment of a dividend in shares of 

 

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CommonStock) into a greater or lesser number of shares of Common Stock, then in eachsuch case the amount to which holders of shares of Series A PreferredStock were entitled immediately prior to such event under clause (b) ofthe preceding sentence shall be adjusted by multiplying such amount by afraction, the numerator of which is the number of shares of Common Stockoutstanding immediately after such event and the denominator of which is thenumber of shares of Common Stock that were outstanding immediately prior tosuch event.

 

2.2                                 TheCorporation shall declare a dividend or distribution on the Series APreferred Stock as provided in Section 2.1 immediately after it declares adividend or distribution on the Common Stock (other than a dividend payable inshares of Common Stock); provided that, in the event no dividend ordistribution shall have been declared on the Common Stock during the periodbetween any Quarterly Dividend Payment Date and the next subsequent QuarterlyDividend Payment Date, a dividend of $1.00 per share on the Series APreferred Stock shall nevertheless be payable on such subsequent QuarterlyDividend Payment Date.

 

2.3                                 Dividendsshall begin to accrue and be cumulative on outstanding shares of Series APreferred Stock from the Quarterly Dividend Payment Date next preceding thedate of issue of such shares, unless the date of issue of such shares is priorto the record date for the first Quarterly Dividend Payment Date, in which casedividends on such shares shall begin to accrue from the date of issue of suchshares, or unless the date of issue is a Quarterly Dividend Payment Date or isa date after the record date for the determination of holders of shares of Series APreferred Stock entitled to receive a quarterly dividend and before suchQuarterly Dividend Payment Date, in either of which events such dividends shallbegin to accrue and be cumulative from such Quarterly Dividend PaymentDate.  Accrued but unpaid dividends shallnot bear interest.  Dividends paid on theshares of Series A Preferred Stock in an amount less than the total amountof such dividends at the time accrued and payable on such shares shall beallocated pro rata on a share-by-share basis among all such shares at the timeoutstanding.  The Board of Directors mayfix a record date for the determination of holders of shares of Series APreferred Stock entitled to receive payment of a dividend or distributiondeclared thereon, which record date shall be not more than 60 days priorto the date fixed for the payment thereof.

 

Section 3.  Voting Rights.  The holders of shares of Series APreferred Stock shall have the following voting rights:

 

3.1                                 Subjectto the provision for adjustment hereinafter set forth, each share of Series APreferred Stock shall entitle the holder thereof to 100 votes on all matterssubmitted to a vote of the shareholders of the Corporation.  In the event the Corporation shall at anytime declare or pay any dividend on the Common Stock payable in shares ofCommon Stock, or effect a subdivision, combination or consolidation of theoutstanding shares of Common Stock (by reclassification or otherwise than bypayment of a dividend in shares of Common Stock) into a greater or lessernumber of shares of Common Stock, then in each such case the number of votesper share to which holders of shares of Series A Preferred Stock wereentitled immediately prior to such event shall be adjusted by multiplying suchnumber by a fraction, the numerator of which is the number of shares of CommonStock outstanding immediately after such event and the denominator of which isthe number of shares of Common Stock that were outstanding immediately prior tosuch event.

 

3.2                                 Exceptas otherwise provided herein, in any other Amendment to the Articles ofIncorporation creating a series of Preferred Stock or any similar stock, or bylaw, the holders of shares of Series A Preferred Stock and the holders ofshares of Common Stock and any other capital stock of the Corporation havinggeneral voting rights shall vote together as one class on all matters submittedto a vote of shareholders of the Corporation.

 

3.3                                 Exceptas set forth herein, or as otherwise provided by law, holders of Series APreferred Stock shall have no special voting rights and their consent shall notbe required (except to the extent they are entitled to vote with holders ofCommon Stock as set forth herein) for taking any corporate action.

 

Section 4.  Certain Restrictions.

 

4.1                                 Wheneverquarterly dividends or other dividends or distributions payable on the Series APreferred Stock as provided in Section 2 are in arrears, thereafter anduntil all accrued and unpaid dividends and 

 

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distributions,whether or not declared, on shares of Series A Preferred Stock outstandingshall have been paid in full, the Corporation shall not:

 

(a)                                  declareor pay dividends, or make any other distributions, on any shares of stockranking junior (either as to dividends or upon liquidation, dissolution orwinding up) to the Series A Preferred Stock;

 

(b)                                 declareor pay dividends, or make any other distributions, on any shares of stockranking on a parity (either as to dividends or upon liquidation, dissolution orwinding up) with the Series A Preferred Stock, except dividends paidratably on the Series A Preferred Stock and all such parity stock on whichdividends are payable or in arrears in proportion to the total amounts to whichthe holders of all such shares are then entitled;

 

(c)                                  redeemor purchase or otherwise acquire for consideration shares of any stock rankingjunior (either as to dividends or upon liquidation, dissolution or winding up)to the Series A Preferred Stock, provided that the Corporation may at anytime redeem, purchase or otherwise acquire shares of any such junior stock inexchange for shares of any stock of the Corporation ranking junior (both as todividends and upon dissolution, liquidation or winding up) to the Series APreferred Stock; or

 

(d)                                 redeemor purchase or otherwise acquire for consideration any shares of Series APreferred Stock, or any shares of stock ranking on a parity with the Series APreferred Stock, except in accordance with a purchase offer made in writing orby publication (as determined by the Board of Directors) to all holders of suchshares upon such terms as the Board of Directors, after consideration of therespective annual dividend rates and other relative rights and preferences ofthe respective series and classes, shall determine in good faith will result infair and equitable treatment among the respective series or classes.

 

4.2                                 TheCorporation shall not permit any subsidiary of the Corporation to purchase orotherwise acquire for consideration any shares of stock of the Corporationunless the Corporation could, under Section 4.1, purchase or otherwiseacquire such shares at such time and in such manner.

 

Section 5.  Reacquired Shares.  Any shares of Series A Preferred Stockpurchased or otherwise acquired by the Corporation in any manner whatsoevershall be retired and canceled promptly after the acquisition thereof.  All such shares shall upon their cancellationbecome authorized but unissued shares of Preferred Stock and may be reissued aspart of a new series of Preferred Stock subject to the conditions andrestrictions on issuance set forth herein, in the Articles of Incorporation, orin any other Amendment thereto creating a series of Preferred Stock or anysimilar stock or as otherwise required by law.

 

Section 6.  Liquidation, Dissolution or Winding Up.

 

6.1                                 Uponany liquidation, dissolution or winding up of the Corporation, voluntary orotherwise, no distribution shall be made (1) to the holders of shares ofstock ranking junior (either as to dividends or upon liquidation, dissolutionor winding up) to the Series A Preferred Stock unless, prior thereto, theholders of shares of Series A Preferred Stock shall have received anamount per share (the “Series A Liquidation Preference”) equal to $100 pershare, plus an amount equal to accrued and unpaid dividends and distributionsthereon, whether or not declared, to the date of such payment, provided thatthe holders of shares of Series A Preferred Stock shall be entitled toreceive an aggregate amount per share, subject to the provision for adjustmenthereinafter set forth, equal to 100 times the aggregate amount to bedistributed per share to holders of shares of Common Stock, or (2) to theholders of shares of stock ranking on a parity (either as to dividends or uponliquidation, dissolution or winding up) with the Series A Preferred Stock,except distributions made ratably on the Series A Preferred Stock and allsuch parity stock in proportion to the total amounts to which the holders ofall such shares are entitled upon such liquidation, dissolution or windingup.  In the event the Corporation shallat any time declare or pay any dividend on the Common Stock payable in sharesof Common Stock, or effect a subdivision, combination or consolidation of theoutstanding shares of Common Stock (by reclassification or otherwise than bypayment of a dividend in shares of Common Stock) into a greater or lessernumber of shares of Common Stock, then in each such case the aggregate amountto which holders of shares of Series A Preferred Stock were entitledimmediately prior to such event under 

 

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theproviso in clause (1) of the preceding sentence shall be adjusted bymultiplying such amount by a fraction the numerator of which is the number ofshares of Common Stock outstanding immediately after such event and thedenominator of which is the number of shares of Common Stock that areoutstanding immediately prior to such event.

 

6.2                                 Inthe event, however, that there are not sufficient assets available to permitpayment in full of the Series A Liquidation Preference and the liquidationpreferences of all other classes and series of stock of the Corporation, ifany, that rank on a parity with the Series A Preferred Stock in respectthereof, then the assets available for such distribution shall be distributedratably to the holders of the Series A Preferred Stock and the holders ofsuch parity shares in proportion to their respective liquidation preferences.

 

6.3                                 Neitherthe merger or consolidation of the Corporation into or with another corporationnor the merger or consolidation of any other corporation into or with theCorporation shall be deemed to be a liquidation, dissolution or winding up ofthe Corporation within the meaning of this Section 6.

 

Section 7.  Consolidation, Merger, etc.  In case the Corporation shall enter into anyconsolidation, merger, combination or other transaction in which the shares ofCommon Stock are exchanged for or changed into other stock or securities, cashand/or any other property, then in any such case each share of Series APreferred Stock shall at the same time be similarly exchanged or changed intoan amount per share, subject to the provision for adjustment hereinafter setforth, equal to 100 times the aggregate amount of stock, securities, cashand/or any other property (payable in kind), as the case may be, into which orfor which each share of Common Stock is changed or exchanged.  In the event the Corporation shall at anytime declare or pay any dividend on the Common Stock payable in shares of CommonStock, or effect a subdivision, combination or consolidation of the outstandingshares of Common Stock (by reclassification or otherwise than by payment of adividend in shares of Common Stock) into a greater or lesser number of sharesof Common Stock, then in each such case the amount set forth in the precedingsentence with respect to the exchange or change of shares of Series APreferred Stock shall be adjusted by multiplying such amount by a fraction, thenumerator of which is the number of shares of Common Stock outstandingimmediately after such event and the denominator of which is the number ofshares of Common Stock that were outstanding immediately prior to such event.

 

Section 8.  No Redemption.  The shares of Series A Preferred Stockshall not be redeemable by the Company.

 

Section 9.  Rank. The Series A Preferred Stock shall rank, with respect to thepayment of dividends and the distribution of assets upon liquidation,dissolution or winding up, junior to all series of any other class of theCorporation’s Preferred Stock, except to the extent that any such other seriesspecifically provides that it shall rank on a parity with or junior to the Series APreferred Stock.

 

Section 10.  Amendment.  At any time any shares of Series APreferred Stock are outstanding, the Articles of Incorporation of theCorporation shall not be amended in any manner which would materially alter orchange the powers, preferences or special rights of the Series A PreferredStock so as to affect them adversely without the affirmative vote of theholders of at least two-thirds of the outstanding shares of Series APreferred Stock, voting separately as a single class.

 

Section 11.  Fractional Shares.  Series A Preferred Stock may be issuedin fractions of a share that shall entitle the holder, in proportion to suchholder’s fractional shares, to exercise voting rights, receive dividends,participate in distributions and to have the benefit of all other rights ofholders of Series A Preferred Stock.

 

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