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Exhibit 3.29
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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 04:52 PM 10/23/2009
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FILED 04:43 PM 10/23/2009
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SRV 090960780 - 4745403 FILE
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CERTIFICATE
OF INCORPORATION
of
HPP
ACQUISITION, INC.
The undersigned incorporator, in order to form a corporation under the General Corporation Law
of the State of Delaware (the “General Corporation Law”), certifies as follows:
1. Name. The name of the corporation is HPP Acquisition, Inc. (the “Corporation”).
2. Address; Registered Office and Agent. The address of the Corporation’s registered
office is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901; and the
name of its registered agent at such address is National Corporate Research, Ltd.
3. 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.
4. 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.
5. Name and Mailing Address of Incorporator. The name and mailing address of the
incorporator are: Stacy F. McDonald, c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue
of the Americas, New York, New York 10019-6064.
6.
Election of Directors. Unless and except to the extent that the By-laws of the
Corporation (the “By-laws”) shall so require, the election of directors of the Corporation need not
be by written ballot.
7. 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
a 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.
8. Indemnification.
8.1 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 Section
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8.3, 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”).
8.2 Prepayment of Expenses. To the extent prohibited 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 8 or otherwise.
8.3 Claims. If a claim for indemnification or advancement of expenses under this
Article 8 is not paid in full within 30 days after a written claim therefor by the Covered Person
has been received by the Corporation, 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.
8.4 Nonexclusivity of Rights. The rights conferred on any Covered Person by this
Article 8 shall not be exclusive of any other rights that such Covered Person may have or hereafter
acquire under any statute, provision of this
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Certificate of Incorporation, the By-laws, agreement, vote of stockholders or disinterested
directors or otherwise.
8.5 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.
8.6 Amendment or Repeal. Any repeal or amendment of the foregoing provisions of this
Article 8 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.
8.7 Other Indemnification and Prepayment of Expenses. This Article 8 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.
9. Section 203 of the General Corporation Law. The Corporation expressly elects not to
be governed by Section 203 of the General Corporation Law.
10. Adoption, Amendment and/or Repeal of By-Laws. 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 By-laws of the Corporation, subject to the power of the stockholders of
the Corporation to alter or repeal any By-law whether adopted by them or otherwise.
11. Powers of Incorporator. The powers of the incorporator are to terminate upon the
filing of this Certificate of Incorporation with the Secretary of State of
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the State of Delaware. The names and mailing addresses of the persons who are to serve as the
initial directors of the Corporation, or until their successors are duly elected and qualified,
are:
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| Name |
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Mailing Address |
Ian Sacks
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c/o Broadlane, Inc.
13727 Noel Road, Suite 1400
Dallas, TX 75240 |
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Travis Nelson
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c/o Broadlane, Inc.
13727 Noel Road, Suite 1400
Dallas, TX 75240 |
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Patrick Ryan
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c/o Broadlane, Inc.
13727 Noel Road, Suite 1400
Dallas, TX 75240 |
12. 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.
WITNESS the signature of this Certificate of Incorporation this 23rd day of October, 2009.
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| /s/ Stacy F. McDonald
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| Stacy F. McDonald, Incorporator |
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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 01:35 PM 11/10/2009
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FILED 12:48 PM 11/10/2009
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SRV 091005379 - 4745403 FILE
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
HPP ACQUISITION, INC.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
HPP Acquisition, Inc., a Delaware corporation (hereinafter called the “Corporation”),
does hereby certify as follows:
FIRST: Article 1 of the Corporation’s Certificate of Incorporation is hereby amended to
read in its entirety as set forth below:
1. Name. The name of the corporation is Healthcare Performance Partners, Inc. (the
“Corporation”).
SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of the
Certificate of Incorporation on November 10, 2009.
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By: |
/s/ Jonathan Napier
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Name: |
Jonathan Napier |
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Title: |
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 12:16 PM 01/13/2011 |
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FILED 10:25 AM 01/13/2011 |
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SRV 110039621 — 4745403 FILE |
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:
HEALTHCARE PERFORMANCE PARTNERS, 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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