**Exhibit 3.1**

 

***State of******Delaware***

***Secretary******of******State***

***Division of Corporations***

***Delivered 11:01******AM******11/14/2005***

***FILED******11:01******AM 11/14/2005***

***SRV******050924006 -2400331 FILE***

 

**AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOF****IHS****INC.**

** **

**PURSUANT TO SECTIONS 242 AND 245 OF THEGENERAL CORPORATION LAW OF THE STATE OF DELAWARE**

** **

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Theundersigned, being a duly authorized officer of IHS Inc., a Delawarecorporation (the “Corporation”), for the purpose of amending the Certificate ofincorporation of the Corporation pursuant to Sections 242 and 245 of theGeneral Corporation Law of the State of Delaware, does hereby certify asfollows:

 

1.                                  The name of theCorporation is IHS Inc.

 

2.                                  The Corporationfiled its original Certificate of Incorporation with the Secretary of State of theState of Delaware on May 5, 1994 under the name HAIC Inc.

 

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

 

4.                                  The Board ofDirectors and the stockholders of the Corporation have unanimously deemed itadvisable to amend and restate such Certificate of Incorporation as permittedby Sections 228, 242 and 245 of the General Corporation Law of the State ofDelaware to read in its entirety as set forth below:

 

FIRST:The name of the Corporation is IHS Inc.

 

SECOND:                                            The address ofthe Corporation’s registered office in the State of Delaware is 1209 OrangeStreet, in the City of Wilmington, County of New Castle. The name of itsregistered agent at that address is The Corporation Trust Company.

 

THIRD:                                                       The purpose ofthe Corporation is to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of the State ofDelaware.

 

FOURTH:                                           (A) Thetotal number of shares of all classes of stock which the Corporation shall haveauthority to issue is 94,687,500 consisting of 80,000,000 shares of Class ACommon Stock, par value $0.01 per share (the “Class A Common Stock”), 13,750,000shares of Class B Common Stock, par value $0.01 per share (the “Class BCommon Stock”) and 937,500 shares of preferred stock (the “Preferred Stock”), whichthe Board of Directors may issue, in one or more series,

 

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the Board of Directors ofthe Corporation; (c) the death of Georg Heinrich Thyssen - Bornemisza; or(d) any sale, pledge, conveyance, hypothecation, assignment or othertransfer of such share by any person, whether direct or indirect through the sale,conveyance, hypothecation, assignment or other transfer of an entity that ownssuch shares (a “transfer”) unless such transfer is (x) to anytrust so long as (i) such trust is the sole owner, directly orindirectly, of TBG Holdings NV (“TBG”) and (ii) the principal beneficiary of such trust isGeorg Heinrich Thyssen-Bornemisza or (y) to any corporate entities, partnershipsor other similar entities so long as The Thyssen-Bornemisza Continuity Trust orany trust described in (d)(x) above directly or indirectly wholly-owns such entities.“Initial Public Offering” means a firm commitment underwritten public offeringpursuant to an effective registration statement under the Securities Act of1933, as amended, covering the offer and sale of Class A Common Stock tothe public involving an aggregate offering price to the public of not less thanFifty Million Dollars ($50,000,000) before deduction of underwriters’ commissions and expenses.

 

(3)                                  The one-to-one conversion ratio for the conversion of Class B CommonStock into Class A Common Stock in accordance with this Section D of thisARTICLE FOURTH shall be adjusted in the event of any recapitalization of the Corporation by means of astock dividend on, or a stock split or combination of, outstanding Class ACommon Stock or Class B Common Stock, or in the event of any merger, consolidation orother reorganization of the Corporation with another corporation, such thatfollowing each suchevent, each holder of outstanding Class B Common Stock will beentitled to receive upon conversion of such Class B Common Stock thatnumber of shares of Class A Common Stock as it would have been entitled toimmediately following such event in respect of a conversion that hadoccurred immediately prior to the record date established for such event.

 

(4)                                  The Corporation shall at all times reserveand keep available out of its authorized but unissued shares of Class ACommon Stock, solely for the purpose of effecting the conversion of the sharesof Class B Common Stock, such number of shares of Class A CommonStock as shall from time to time be sufficient to effect theconversion of all outstanding shares of Class B Common Stock.

 

(5)                                  If any sharesof Class B Common Stock shall be converted pursuant to this Section D of this ARTICLE FOURTH, theshares so converted shall be canceled and shall not be available forreissue or redistribution. No shares of any class of common stock may besubdivided or combined (by stock split, reverse stock split, reclassification, recapitalization orotherwise) unless the shares of the other class of common stock concurrentlyare subdivided or combined in the same proportion and in the same manner.

 

(E)                                 In the event that the Corporation shallenter into any consolidation, merger, combination or other transaction in whichshares of Common Stock of the Corporation are exchanged for or changedinto other stock or securities,cash and/or other property, then, and in such event, the shares of the Class ACommon Stock and Class B Common Stock shall be exchanged for or changed into

 

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withor without par value, with full, limited, multiple, fractional, or no votingrights, and with such designations, preferences, qualifications, privileges, limitations,restrictions, options, conversion rights and other special or relative rightsas shall be fixed by the Board of Directors.

 

(B)                                Subject to Section Gof this ARTICLE FOURTH, the Class A Common Stock shall entitlethe holder thereof to one vote per share, and the Class B Common Stockshall entitle the holder thereof to ten votesper share of Class B Common Stock; *provided, however,*except as otherwise required by law, holders of Class A CommonStock and Class B Common Stock shall not be entitled to vote on anyamendment to this amended and restated certificate of incorporation (includingany certificate of designations relating to any series of Preferred Stock) thatrelates solely to the terms of one or more outstanding series of PreferredStock if the holders of such affected series are entitled, either separately ortogether with the holders of one or more othersuch series, to vote thereon pursuant to this amended and restated certificateof incorporation (including any certificate of designations relating to anyseries of Preferred Stock) or pursuant to Delaware Law. Except as set forth inthis ARTICLE FOURTH, Section B, the Class ACommon Stock and the Class B Common Stock shall be identical in allrespects.

 

(C)                                The holders of Class A Common Stock and Class B Common Stock shall beentitled to receive, share for share with each other, such dividends if, as andwhen declared from time to time by the Board of Directors. In the event that such dividend is paid in the form of shares of CommonStock of the Corporation, or rights to acquire shares of Common Stock of theCorporation, holders of Class A Common Stock shall receive Class ACommon Stock or rights to acquire Class A Common Stock, asthe case may be, and holders of Class B Common Stock shall receive Class BCommon Stock or rights to acquire Class B Common Stock, as the case may be,the number of shares and/or the number and terms of rights to be received inrespect of each share of Class A Common Stock and Class B CommonStock to be equal and identical in all respects other than voting rights as setforth above. In the case of dividends or other distributions consisting ofsecurities or other property (other than as provided in the precedingsentence), no dividend or distribution (including by spin-off) shall bedeclared or paid in respect of either the Class A Common Stock or the Class BCommon Stock unless, simultaneously therewith, an equal andidentical dividend or distribution share for share is declared and paid on theother class of Common Stock.

 

(D)                               (1)                                  Each share of Class BCommon Stock shall be convertible at any time at the option of the holder intoone share of Class A Common Stock. The Class ACommon Stock is not convertible into any other shares of capital stock of theCorporation.

 

(2)                                  Each share of Class BCommon Stock shall convert automatically, without any action by the holder,into one share of Class A Common Stock upon the earlier of (a) thefourth anniversary date of the closing of the Initial Public Offering (asdefined below); (b) the date on which holders of Class B Common Stock do notown at least 22% of the aggregate number of shares of Class A Common Stockand Class B Common Stock then outstanding, as determined by

 

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an amount per share equaland identical to the amount and kind of stock, securities, cash and/or otherproperty, as the case may be, into which or for which each share of the other isexchanged or changed.

 

(F)                                 In the event ofthe voluntary or involuntary liquidation, dissolution, distribution of assetsor winding-up of the Corporation, the holders of the Class A Common Stock and Class B Common Stock are entitled to shareratably in all assets remaining after payment of liabilities, subject to priordistribution rights of Preferred Stock, if any, then outstanding.

 

(G)                                (1)                                  Subject to Section (G)(2) of this ARTICLE FOURTH,so long as any shares of Class B Common Stock arc outstanding, to theextent that, for any reason whatsoever and by any method howsoever, a personshall own shares of capital stock of the Corporation in excess of the 79.9% Limitation(as defined below), then such person may not vote the shares owned in excess ofthe 79.9% Limitation, provided that the shares of capital stock of theCorporation of such person in excess of the 79.9% Limitation shall beallocated for voting purposes to all the otherstockholders of the Corporation pro rata to the shareholdings of capital stock of the Corporation ofsuch other stockholders. “79.9% Limitation” means the requirement andrestriction that no person shall be permitted to vote capital stock of theCorporationpossessing more than seventy-nine and nine tenths percent (79.9%) of thetotal combined voting power of all classes of stock entitled to vote, exceptas provided forherein or as permitted by the Board of Directors of the Corporation.

 

(2)                                  Notwithstanding the provisions of Section (G)(1) of this ARTICLE FOURTH, the Board of Directors maywaive the restrictions set forth in such sections, in itsdiscretion and on a caseby case basis. One of the purposes of the 79.9% Limitation is to prevent anystockholder from being characterized as a control group within the meaning of Section 1563of the Internal RevenueCode of the 1986 of the United States, as amended, and the Employee RetirementIncome Security Act of 1974, as amended, and the regulations and publishedinterpretations thereunder. Nevertheless, the Board of Directors of theCorporation will not be liable to the Corporation, its stockholders or anyother person whatsoever for any errors in judgment made by it in granting anywaiver or waivers to the foregoing restrictions in any case so long as it hasacted in good faith.

 

FIFTH:                                                          The Board of Directors shall have thepower to adopt, amend and repeal the by-laws of the Corporation without astockholder vote, subject to Section B of ARTICLE EIGHTH. Any such actionmust be consistent with the laws of the State of Delaware and otherwise withthis Amended and Restated Certificate of Incorporation.

 

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

 

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rights and powers conferred hereinon stockholders, directors and officers, if any, are subject to this reservedpower.

 

(B)                                The provisionsof ARTICLES FIFTH, SIXTH and this ARTICLE EIGHTH, and the provisions ofSections 2.03, 2.04, 3.02, 3.12, 3.13, and 5.07 of the By-Laws of the Corporation, may notbe amended, altered, repealed or waived in any respect without theaffirmative vote of the holdersof at least sixty-six and two-thirds percent (662/3%) of the voting power of all outstanding shares of capital stock of the Corporation thenentitled to vote.

 

(C)                                The provisionsof ARTICLE FOURTH (D)(2) may not be amended, altered, repealed or waivedin any respect without the affirmative vote of the holders of at least a majority of the voting power of all outstandingshares of Class A Common Stock of theCorporation then entitled to vote.

 

5.                                       The amendmentsof the Certificate of Incorporation herein certified have been duly adopted inaccordance with the provisions of Sections 228, 242 and 245 of the GeneralCorporation Law of the State of Delaware.

 

INWITNESS WHEREOF, said IHS Inc. has caused this certificate of amendment andrestatement to be signed, under penalty of perjury, by its duly authorizedofficer, on this 14th day of November, 2005.

 

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

 

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**AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFIHS INC.**

 

**PURSUANT TO SECTIONS 242 AND 245 OF THEGENERAL CORPORATION LAW OF THE STATE OF DELAWARE**

 

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Theundersigned, being a duly authorized officer of IHS Inc., a Delawarecorporation (the “Corporation”), for the purpose of amending the Certificate ofIncorporation of the Corporation pursuant to Sections 242 and 245 of theGeneral Corporation Law of the State of Delaware, does hereby certify asfollows:

 

1.                                       The name of theCorporation is IHS Inc.

 

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

 

3.                                       Pursuant to Section 103(d) ofthe General Corporation Law of the State of Delaware, this Amended and RestatedCertificate of Incorporation shall become effective at 8:59 A.M. (EasternTime) on June 1, 2005.

 

4.                                       The Board ofDirectors and the stockholders of the Corporation have unanimously deemed itadvisable to amend and restate such Certificate of Incorporation as permittedby Sections 228, 242 and 245 of the General Corporation Law of the State ofDelaware to read in its entirety as set forth below:

 

FIRST:The name of the Corporation is IHS Inc.

 

SECOND:                                            The address ofthe Corporation’s registered office in the State of Delaware is 1209 OrangeStreet, in the City of Wilmington, County of New Castle. The name of itsregistered agent at that address is The Corporation Trust Company.

 

THIRD:                                                       The purpose ofthe Corporation is to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of the State ofDelaware.

 

FOURTH:                                           (A) Thetotal number of shares of all classes of stock which the Corporation shall haveauthority to issue is 94,687,500 consisting of 80,000,000 shares of Class ACommon Stock, par value $0.01 per share (the “Class A Common Stock”), 13,750,000shares of Class B Common Stock, par value $0.01 per share (the “Class BCommon Stock”) and 937,500 shares of preferred stock (the “Preferred Stock”), whichthe Board of Directors may issue, in one or more series, with or without parvalue, with full, limited, multiple, fractional, or no voting rights,

 

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and with such designations, preferences,qualifications, privileges, limitations, restrictions, options, conversionrights and other special or relative rights as shall be fixed by the Board ofDirectors.

 

(B)                                Subject to Section Fof this ARTICLE FOURTH, the Class A Common Stock shall entitle the holderthereof to one vote per share, and the Class B Common Stock shall entitlethe holder thereof to ten votes per share of Class B Common Stock; *provided,however,*except as otherwise required by law, holders of Class ACommon Stock and Class B Common Stock shall not be entitled to vote on anyamendment to this amended and restated certificate of incorporation (includingany certificate of designations relating to any series of Preferred Stock) thatrelates solely to the terms of one or more outstanding series of PreferredStock if the holders of such affected series are entitled, either separately ortogether with the holders of one or more other such series, to vote thereonpursuant to this amended and restated certificate of incorporation (including anycertificate of designations relating to any series of Preferred Stock) orpursuant to Delaware Law. Except as set forth in this ARTICLE FOURTH,Section B, the Class A Common Stock and the Class BCommon Stock shall be identical in all respects.

 

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

 

(D)                               (1)                                  Each share of Class BCommon Stock shall be convertible at any time at the option of the holder intoone share of Class A Common Stock. The Class ACommon Stock is not convertible into any other shares of capital stock of theCorporation.

 

                (2)                                  Each share of Class BCommon Stock shall convert automatically, without any action by the holder, intoone share of Class A Common Stock upon the earlier of (a) the fourthanniversary date of the closing of the Initial Public Offering (as definedbelow); (b) the date on which holders of Class B Common Stock do notown at least 22% of the aggregate number of shares of Class A Common Stockand Class B Common Stock then outstanding, as determined by the Board ofDirectors of the Corporation; (c) the death of Georg Heinrich Thyssen-Bornemisza;or (d) any sale, pledge, conveyance, hypothecation, assignment or othertransfer of such share by any person, whether direct or indirect through thesale, conveyance, hypothecation, assignment or other transfer of an entity thatowns such shares (a “transfer”) unless such transfer is (x) to any trustso long as (i) such trust is the sole owner, directly or indirectly, ofTBG Holdings NV (“TBG”) and (ii) the principal beneficiary of such trustis Georg Heinrich Thyssen-Bornemisza or (y) to any corporate entities, partnershipsor other similar entities so long as The Thyssen-Bornemisza Continuity Trust orany trust described in (d)(x) above directly or indirectly wholly-ownssuch entities. “Initial Public Offering” means a firm

 

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commitmentunderwritten public offering pursuant to an effective registration statementunder the Securities Act of 1933, as amended, covering the offer and sale of Class ACommon Stock to the public involving an aggregate offering price to the publicof not less than Fifty Million Dollars ($50,000,000) before deduction ofunderwriters’ commissions and expenses.

 

(3)                                  The one-to-oneconversion ratio for the conversion of Class B Common Stock into Class ACommon Stock in accordance with this Section D of this ARTICLE FOURTHshall be adjusted in the event of any recapitalization of the Corporation bymeans of a stock dividend on, or a stock split or combination of, outstanding Class ACommon Stock or Class B Common Stock, or in the event of any merger, consolidationor other reorganization of the Corporation with another corporation, suchthat following each such event, each holder of outstanding Class B CommonStock will be entitled to receive upon conversion of such Class B CommonStock that number of shares of Class A Common Stock as it would have beenentitled to immediately following such event in respect of a conversion thathad occurred immediately prior to the record date established for such event.

 

(4)                                  The Corporationshall at all times reserve and keep available out of its authorized butunissued shares of Class A Common Stock, solely for the purpose ofeffecting the conversion of the shares of Class B Common Stock, suchnumber of shares of Class A Common Stock as shall from time to time besufficient to effect the conversion of all outstanding shares of Class B Common Stock.

 

(5)                                  If any sharesof Class B Common Stock shall be converted pursuant to this Section Dof this ARTICLE FOURTH, the shares so converted shall be canceled and shall notbe available for reissue or redistribution. No shares of any class ofcommon stock may be subdivided or combined unless the shares of the other classof common stock concurrently are subdivided or combined in the same proportionand in the same manner.

 

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

 

(F)                                 (1)                                  Subject to Section (F)(2) ofthis ARTICLE FOURTH, so long as any shares of Class B Common Stock areoutstanding, to the extent that, for any reason whatsoever and by any methodhowsoever, a person shall own shares of capital stock of the Corporation inexcess of the 79.9% Limitation (as defined below), then such person may notvote the shares owned in excess of the 79.9% Limitation, provided that theshares of capital stock of the Corporation of such person in excess of the 79.9%Limitation shall be allocated for voting purposes to all the other stockholdersof the Corporation pro rata to the shareholdings of capital stock of theCorporation of such other stockholders. “79.9% Limitation” means therequirement and restriction that no person shall be permitted to vote

 

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capitalstock of the Corporation possessing more than seventy-nine and nine tenthspercent (79.9%) of the total combined voting power of all classes of stockentitled to vote, except as provided for herein or as permitted by the Board ofDirectors of the Corporation.

 

(2)                                  Notwithstandingthe provisions of Section (F)(1) of thisARTICLE FOURTH, the Board of Directors may waive the restrictions set forth insuch sections, in its discretion and on a case by case basis. One of thepurposes of the 79.9% Limitation is to prevent any stockholder from beingcharacterized as a control group within the meaning of Section 1563 of theInternal Revenue Code of the 1986 of the United States, as amended, and theEmployee Retirement Income Security Act of 1974, as amended, and theregulations and published interpretations thereunder. Nevertheless, the Boardof Directors of the Corporation will not be liable to the Corporation, itsstockholders or any other person whatsoever for any errors in judgment made byit in granting any waiver or waivers to the foregoing restrictions in any caseso long as it has acted in good faith.

 

FIFTH:                                                          The Board ofDirectors shall have the power to adopt, amend and repeal the by-laws of theCorporation without a stockholder vote, subject to Section B of ARTICLEEIGHTH. Any such action must be consistent with the laws of the State ofDelaware and otherwise with this Amended and Restated Certificate ofIncorporation.

 

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

 

(B)                                The Board ofDirectors shall consist of not fewer than three and not more than fifteenDirectors, as fixed from time to time by a vote of a majority of the entireBoard of Directors. The Board of Directors shall be divided into three classes, Class I, Class II and Class III, eachof 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 aresolution of the Board of Directors. Each initial Director in Class Ishall hold office for a term expiring at the 2006 annual meeting ofstockholders; each initial Director in Class II shall hold office for aterm expiring at the 2007 annual meeting of stockholders; and each initialDirector in Class III shall hold office for a term expiring at the 2008annual meeting of stockholders. At each annual meeting of stockholders, eachDirector elected to succeed a Director of the class whose term then expiresshall be elected to hold office for a term expiring at the third succeedingannual meeting of stockholders after his or her election, or until his or herearlier death, resignation or removal. No decrease in the number of Directorsshall shorten the term of any Director in office at the time. The Board ofDirectors shall designate any newly created directorship as belonging to Class I,Class II or Class III. Any Director elected to fill any vacancy onthe Board of Directors whether created by reason of death, resignation, removalor increase in the number of Directors, shall hold office for the remainder ofthe full term of the class of Directors in which the vacancy occurred or thenew directorship was created.

 

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Anyvacancies on the Board of Directors shall be filled only by the affirmativevote of a majority of the remaining Directors even if the number of remainingDirectors does not constitute a quorum. Notwithstanding that some lesserpercentage may be specified by law, this certificate of incorporation or thebylaws, a Director may be removed from office only for cause and then only withthe affirmative vote of the holders of at least 66 2/3% of the voting power ofall outstanding shares of capital stock of the corporation then entitled tovote generally at an election of Directors.

 

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

 

(D)                          None of theholders of any shares of capital stock of the Corporation shall have cumulativevoting rights, preemptive or other subscription rights, and there are noredemption or sinking fund provisions applicable to the capital stock.

 

SEVENTH:                                 (A)                              A director ofthe Corporation shall not be liable to the Corporation or its stockholders formonetary damages for breach of fiduciary duty as a director to the fullestextent permitted by Delaware Law. A director’s liability shall not be limitedwith respect to any (i) breach of duty of loyalty, (ii) acts oromissions not in good faith or involving intentional misconduct or a knowingviolation of law, (iii) liability under Section 174 of the DelawareGeneral Corporation Law (unlawful dividends) or (iv) transactions fromwhich the director derived improper personal benefit.

 

(B)                                (1)                                  Each person (andthe heirs, executors or administrators of such person) who was or is a party oris threatened to be made a party to, or is involved in any threatened, pendingor completed action, suit or proceeding, whether civil, criminal, administrativeor investigative, by reason of the fact that such person is or was a directoror officer of the Corporation or is or was serving at the request of theCorporation as a director or officer of another corporation, partnership, jointventure, trust or other enterprise, shall be indemnified and held harmless bythe Corporation to the fullest extent permitted by Delaware Law. The right toindemnification conferred in this ARTICLE SEVENTH shall also include the rightto be paid by the Corporation the expenses incurred in connection with any suchproceeding in advance of its final disposition to the fullest extent authorizedby Delaware Law. The right to indemnification conferred in this ARTICLE SEVENTHshall be a right in contract and shall not preclude any additional agreementsbetween the Corporation and any director or officer of the Corporationregarding such matters.

 

(2)                                  The Corporation may, byaction of its Board of Directors, provide indemnification to such of theemployees and agents of the Corporation to such extent and to such effect asthe Board of Directors shall determine to be appropriate and authorized byDelaware Law.

 

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(C)                                The Corporationshall have the power to purchase and maintain insurance on behalf of any personwho is or was a director, officer, employee or agent of the Corporation, or isor was serving at the request of the Corporation as a director, officer, employeeor agent of another corporation, partnership, joint venture, trust or otherenterprise against any expense, liability or loss incurred by such person inany such capacity or arising out of such person’s status as such, whether ornot the Corporation would have the power to indemnify such person against suchliability under Delaware Law.

 

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

 

(E)                                 Neither theamendment nor repeal of this ARTICLE SEVENTH, nor the adoption of any provisionof this Certificate of Incorporation or the bylaws of the Corporation, nor, tothe fullest extent permitted by Delaware Law, any modification of law, shalleliminate or reduce the effect of this ARTICLE SEVENTH in respect of any actsor omissions occurring prior to such amendment, repeal, adoption ormodification.

 

EIGHTH:                                                (A)                              The Corporationreserves the right to amend this Certificate of Incorporation in any mannerpermitted by Delaware Law and, with the sole exception of those rights andpowers conferred under the above ARTICLE SEVENTH and below under Section Bof this ARTICLE EIGHTH, all rights and powers conferred herein on stockholders,directors and officers, if any, are subject to this reserved power.

 

(B)                                     The provisionsof ARTICLES FIFTH, SIXTH and this ARTICLE EIGHTH, and the provisions ofSections 2.03, 2.04, 3.02, 3.12, 3.13, and 5.07 of the By-Laws of theCorporation, may not be amended, altered, repealed or waived in any respectwithout the affirmative vote of the holders of at least sixty-six andtwo-thirds percent (662/3%) of thevoting power of all outstanding shares of capital stock of the Corporation thenentitled to vote.

 

(C)                                     The provisionsof ARTICLE FOURTH (D)(2) may not be amended, altered, repealed or waivedin any respect without the affirmative vote of the holders of at least amajority of the voting power of all outstanding shares of Class A CommonStock of the Corporation then entitled to vote.

 

4.                                            The amendmentsof the Certificate of Incorporation herein certified have been duly adopted inaccordance with the provisions of Sections 228, 242 and 245 of the GeneralCorporation Law of the State of Delaware.

 

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INWITNESS WHEREOF, said IHS Inc. has caused this certificate of amendment andrestatement to be signed, under penalty of perjury, by its duly authorizedofficer, on this 25th day of May, 2005.

 

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

 

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