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IMAGINARY NEWCO INC. ARTICLES OF INCORPORATION The undersigned, being a natural person of the age of at least 18 years and acting as sole incorporator to organize a corporation (the "Corporation") under the provisions of the Georgia Business Corporation Code, does hereby adopt and sign the following Articles of Incorporation: I. NAME The name of the Corporation is: Imaginary Newco Inc. II. AUTHORITY The Corporation is organized pursuant to the provisions of the Georgia Business Corporation Code. III. DURATION The period of duration of the Corporation is perpetual. IV. PURPOSE The nature of the business and the purpose to be conducted and promoted are to buy, sell and generally deal in products which are imaginary; and to engage in any lawful act or activity for which corporations may be incorporated under the Georgia Business Corporation Code and to exercise all the rights, privileges, immunities, and authority granted to or exercised by business corporations under the laws of the state of Georgia now in effect or that will become effective during the existence of this Corporation. V. CAPITALIZATION The aggregate number of shares of stock which the Corporation shall have authority to issue is 10,000, all of the par value of $.01 each. All such shares are of one class and are designated as Common Stock. VI. MINIMUM CONSIDERATION The Corporation will not commence business until consideration of at least $500.00 has been received by the Corporation for the issuance of shares. VII. DENIAL OF PREEMPTIVE RIGHTS No holder of any shares of any class of the Corporation shall be entitled as a right to subscribe for, purchase, or otherwise acquire (a) any shares of any class of the Corporation which the corporation proposes to issue, (b) any rights or options which the Corporation proposes to grant for the purchase of any shares of any class of the Corporation, or (c) any bonds, securities or obligations of the Corporation which the Corporation proposes to issue or grant which are convertible into or exchangeable for, or which carry any right to subscribe for, purchase, or otherwise acquire any shares of any class of the Corporation. VIII. CAPITAL SURPLUS The Corporation may make distributions to its shareholders out of its capital surplus and purchase its own shares out of its unreserved and unrestricted capital surplus upon such terms and conditions as the Board of Directors shall deem appropriate. IX. REGISTERED AGENT AND OFFICE The address of the initial registered office of the Corporation is 2800 One Atlantic Center, 1201 West Peachtree Street, Atlanta, Georgia 30303, and the name of the initial registered agent at such address is Clinton Richardson. X. DIRECTORS The number of directors constituting the initial Board of Directors of Imaginary Newco Inc. shall be one and the name and address of such director is as follows: Ann McArthur XI. INCORPORATOR The name and address of the incorporator is as follows: William Francis IN WITNESS WHEREOF, the undersigned executes these Articles of Incorporation this 1st day of July, 2000. William Francis, Incorporator |
