CERTIFICATE OF INCORPORATION
OF
HAUSER, INC.
* * * * * * * *
ARTICLE I
The name of the corporation (the "Corporation") is:
Hauser, Inc.
ARTICLE II
The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE III
The nature of the business or purposes to be conducted or promoted
by 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.
ARTICLE IV
The total number of shares of stock which the Corporation shall have
authority to issue is 20,000,000 shares of Common Stock, each of which shall
have a par value of $0.001 per share.
ARTICLE V
The name and mailing address of the incorporator is as follows:
Mark A. Cognetti, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
ARTICLE VI
In furtherance and not in limitation of the powers conferred by
statute, the by-laws of the Corporation may be made, altered, amended or
repealed by the stockholders or by a majority
<PAGE>
of the entire board of directors of the Corporation (the "Board").
ARTICLE VII
Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all
stockholders or class of stockholders of this corporation, as the case may be,
and also on this corporation.
ARTICLE VIII
Elections of directors need not be by written ballot.
ARTICLE IX
(a) The Corporation shall indemnify to the fullest extent permitted
under and in accordance with the laws of the State of Delaware any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that he 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, trustee, employee or agent of or in any
other capacity with another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any
-2-
<PAGE>
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
(b) Expenses incurred in defending a civil or criminal action, suit
or proceeding shall (in the case of any action, suit or proceeding against a
director of the Corporation) or may (in the case of any action, suit or
proceeding against an officer, trustee, employee or agent) be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board upon receipt of an undertaking by or on
behalf of the indemnified person to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article.
(c) The indemnification and other rights set forth in this Article
IX shall not be exclusive of any provisions with respect thereto in the
by-laws of the Corporation or any other contract or agreement between the
Corporation and any officer, director, employee or agent of the Corporation.
(d) Neither the amendment nor repeal of this Article IX, nor the
adoption of any provision of this Certificate of Incorporation inconsistent
with Article IX, shall eliminate or reduce the effect of this Article IX in
respect of any matter occurring before such amendment, repeal or adoption of
an inconsistent provision or in respect of any cause of action, suit or claim
relating to any such matter which would have given rise to a right of
indemnification or right to receive expenses pursuant to this Article IX if
such provision had not been so amended or repealed or if a provision
inconsistent therewith had not been so adopted.
No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director;
PROVIDED, HOWEVER, that the foregoing shall not eliminate or limit the
liability of a director:
(i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of
law;
(iii) under Section 174 of the General Corporation Law of
the State of Delaware; or
(iv) for any transaction from which the director derived an
improper personal benefit.
If the General Corporation Law of the State of Delaware is amended
after November 5, 1999 to authorize corporate action
-3-
<PAGE>
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a Corporation pursuant to the General Corporation Law of the
State of Delaware makes this Certificate, hereby declaring and certifying that
this is his act and deed and the facts herein stated are true and, accordingly,
has hereunto set his hand this 5th of November, 1999.
/s/ Mark A. Cognetti
-----------------------
Mark A. Cognetti
Sole Incorporator
