EX-3.1
from 8-K
33 pages
126914924v2 Exhibit 1 Amended and Restated Certificate of Incorporation of Pathward Financial, Inc. First: The Name of the Corporation Is Pathward Financial, Inc. (Hereinafter Sometimes Referred to as the “Corporation”). Second: The Address of the Registered Office of the Corporation in the State of Delaware Is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. the Name of the 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 a Corporation May Be Organized Under the General Corporation Law of Delaware. Fourth: A. the Total Number of Shares of All Classes of Stock Which the Corporation Shall Have the Authority to Issue Is Ninety-Six Million (96,000,000) Shares, Consisting Of: 1. Three Million (3,000,000) Shares of Preferred Stock, Par Value One Cent ($.01) Per Share (The “Preferred Stock”): 2. Ninety Million (90,000,000) Shares of Common Stock, Par Value One Cent ($.01) Per Share (The “Common Stock”); and 3. Three Million (3,000,000) Shares of Nonvoting Common Stock, Par Value One Cent ($.01) Per Share (The “Nonvoting Common Stock”). Subject to the Provisions Set Forth in This Certificate of Incorporation, in Accordance With the Provisions of Section 242(b)(2) of the Act, the Number of Authorized Shares of Any Class of Stock of the Corporation May Be Increased or Decreased (But Not Below the Number of Shares of Such Class Then Outstanding) by the Affirmative Vote of the Holders of a Majority of the Stock of The
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