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Exhibit 3.27
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State of Delaware |
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Secretary of State |
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Division of
Corporations |
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Delivered 11:12 AM
07/19/2010 |
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FILED 11:12 AM
07/19/2010 |
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SRV 100751195 —
3137368 FILE |
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BROADLANE, INC.
The undersigned, Jonathan Napier, hereby certifies that:
I. He is duly elected and acting Secretary of Broadlane, Inc., a Delaware corporation;
2. The Certificate of Incorporation of this corporation was originally filed with the Secretary of
State on December 9, 1999, under the name Tendex, Inc.;
3. The Amended and Restated Certificate of Incorporation of this corporation shall be amended and
restated to read in full as follows;
ARTICLE I
Name: The name of this corporation is The Broadlane Group. Inc. (the “Corporation”).
ARTICLE II
Address: Registered Office and Agent. The address of the Corporation’s registered office in
the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, The name of
its registered agent at such address is The Corporation Trust Company.
ARTICLE III
Purposes. The purpose of 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 (the
“General Corporation Law”).
ARTICLE IV
Number of Shares. The total number of shares of stock that the Corporation shall have
authority to issue is; one hundred (100), all of which shall be shares of Common Stock of the par
value of $0.01 per share.
ARTICLE V
Election of Directors. Unless and except to the extent that the Bylaws of the Corporation
(the “Bylaws”) shall so require, the election of directors of the Corporation need not be by
written ballot.
ARTICLE VI
Limitation of Liability. To the fullest extent permitted under the General Corporation Law,
as amended from time to time, no director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty as director.
Any amendment, repeal or modification of the foregoing provision shall not adversely affect any
right or protection of a director of the Corporation hereunder in respect of any act or omission
occurring prior to the time of such amendment, repeal or modification.
ARTICLE VII
7.1 Right to Indemnification. The Corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any
person (a “Covered Person”) who was or is party or is threatened to be made a party or is
otherwise involved in any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact
that he or she (or a person for whom he or she is the legal representative) is or was a director or
officer of the Corporation or (while a director or officer of the Corporation) is or was serving at
the request of the Corporation as a director, officer, employee or agent of another entity or
enterprise (including service with respect to employee benefit plans) against all liability and
loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person.
Notwithstanding the preceding sentence, except as otherwise provided in Article 7.3, the
Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or
part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part
thereof) by the Covered Person was authorized by the Board of Directors of the Corporation (the
“Board”).
7.2 Prepayment of Expenses. To the extent permitted by applicable law, the Corporation
shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any
Proceeding in advance of its final disposition; provided, however, that (to the extent required by
applicable law) such payment of expenses in advance of the final disposition of the Proceeding
shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts
advanced if it should be ultimately determined that the Covered Person is not entitled to be
indemnified under this Article 7 or otherwise.
7.3 Claims. If a claim for indemnification or advancement of expenses under this
Article 7 is not paid in full within 30 days after a written claim therefore by the Covered
Person has been received by the Corporation, then the Covered Person may file suit to recover the
unpaid amount of such claim and (if successful in whole or in part) shall be entitled to be paid
the expense of prosecuting such claim. In any such action the Corporation shall have the burden of
proving that the Covered Person is not entitled to the requested indemnification or advancement of
expenses under applicable law.
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7.4 Non-exclusivity of Rights. The rights conferred on any Covered Person by this
Article 7 shall not be exclusive of any other rights that such Covered Person may have or
hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws,
agreement, vote of stockholders or disinterested directors, or otherwise.
7.5 Other Sources. The Corporation’s obligation (if any) to indemnify or to advance
expenses to any Covered Person who was or is serving at its request as a director, officer,
employee or agent of another entity or enterprise shall be reduced by any amount such Covered
Person may collect as indemnification or advancement of expenses from such other entity or
enterprise.
7.6 Amendment or Repeal. Any repeal or amendment of the foregoing provisions of this
Article 7 shall not adversely affect any right or protection hereunder of any Covered Person in
respect of any act or omission occurring prior to the time of such repeal or amendment.
7.7 Other Indemnification and Prepayment of Expenses. This Article 7 shall not
limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to
indemnify and to advance expenses to persons other than Covered Persons when and as authorized by
appropriate corporate action.
ARTICLE VIII
Section 203 of the General Corporation Law. The Corporation expressly elects not to be
governed by Section 203 of the General Corporation Law.
ARTICLE IX
Adoption, Amendment and/or Repeal of Bylaws. In furtherance and not in limitation of the
powers conferred by the laws of the State of Delaware, the Board is expressly authorized to adopt,
amend or repeal the Bylaws of the Corporation, subject to the power of the stockholders of the
Corporation to alter or repeal any Bylaw whether adopted by them or otherwise.
ARTICLE X
Certificate Amendments. The Corporation reserves the right at any time (and from time to
time) to amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and add other provisions authorized by the laws of the State. of Delaware at the
time in force, in the manner now or hereafter prescribed by applicable law; and all rights,
preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other
persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the rights reserved in this Article 10.
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The foregoing Amended and Restated Certificate of Incorporation has been duly adopted by the
Corporation’s Board of Directors and by a majority of the outstanding stock entitled to vote in
accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.
Executed on July 19. 2010.
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/s/ Jonathan Napier
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Jonathan Napier, Secretary |
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State of Delaware |
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Secretary of State |
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Division of Corporations |
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Delivered 12:17 PM 01/13/2011 |
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FILED 10:30 AM 01/13/2011 |
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SRV 110039665 — 3137368 FILE |
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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the “corporation”) is:
THE BROADLANE GROUP, INC.
2. The registered office of the corporation within the State of Delaware is hereby changed to 2711
Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.
3. The registered agent of the corporation within the State of Delaware is hereby changed to
Corporation Service Company, the business office of which is identical with the registered office
of the corporation as hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of
Directors.
Executed on January 11, 2011
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/s/ Jonathan H. Glenn
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Name: |
Jonathan H. Glenn |
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Title: |
Executive Vice President,
Chief Legal and Administrative Officer |
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