Certificate of Incorporation

Exhibit 3.17


CERTIFICATE OF INCORPORATION


OF


FLUENT HOLDINGS, INC.


I, the undersigned, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware (the "Corporation") do hereby execute this Certificate of Incorporation and do hereby certify as follows:


ARTICLE 1.


NAME


The name of the Corporation is Fluent Holdings, Inc.


ARTICLE 2.


REGISTERED OFFICE AND AGENT


The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, Wilmington, County of New Castle, Delaware 19805. The name of its initial registered agent at such address is Corporation Service Company. Either the registered office or the registered agent may be changed in the manner provided by law.


ARTICLE 3.


PURPOSES AND POWERS


The purposes for which the Corporation is organized are to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law and to possess and employ all powers and privileges now or hereafter granted or available under the laws of the State of Delaware to such corporations.


ARTICLE 4.


CAPITALIZATION


4.1 AUTHORIZED SHARES. The total number of shares that the Corporation shall have authority to issue is 500,000 shares, comprised of (i) 300,000 shares of common stock, each with a par value of $.01 (the "Common Stock"), and (ii) 200,000 shares of preferred stock, each with a par value of $.01, of which 160,000 shares shall be Series A Preferred Stock, and the remaining 40,000 shares shall be undesignated Preferred Stock, subject to subsequent designation by the Board of Directors pursuant to Section 4.3 (collectively, the "Preferred Stock").


4.2 DESIGNATED PREFERRED STOCK. The Series A Preferred Stock shall have the powers, preferences and rights, with the qualifications, limitations and restrictions thereof, set forth in this Section 4.2.


4.2.1 DIVIDENDS.


(a) GENERAL OBLIGATION. When and as declared by the
Corporation's board of directors and to the extent permitted under the
General Corporation Law of Delaware, the Corporation shall pay
preferential dividends to the holders of the Preferred Stock as
provided in this Section 4.2.1(a). Except as otherwise provided herein,
dividends on each share of the Series A Preferred Stock (a "Share")
shall accrue on a daily basis at the rate of 12% per annum on the sum
of the Liquidation Value thereof plus all accumulated and unpaid
dividends thereon, from and including the date of issuance of such
Share to and including the date on which the Liquidation Value of such
Share (plus all accrued and unpaid dividends thereon) is paid. Such
dividends shall accrue whether or not they have been declared and
whether or not there are profits, surplus or other funds of the
Corporation legally available for the payment of dividends. The date on
which the Corporation initially issues any Share shall be deemed to be
its "date of issuance" regardless of the number of times transfer of
such Share is made on the stock records maintained by or for the
Corporation and regardless of the number of certificates which may be
issued to evidence such Share.


(b) DIVIDEND REFERENCE DATES. To the extent not paid on March
31, June 30, September 30 and December 31 of each year, beginning March
31, 2000 (the "Dividend Reference Dates"), all dividends which have
accrued on each Share outstanding during the three-month period (or
other period in the case of the initial Dividend Reference Date) ending
upon each such Dividend Reference Date shall be accumulated and shall
remain accumulated dividends with respect to such Share until paid. No
dividends shall be paid to the holders of any Junior Securities unless
all accrued and unpaid dividends on the Series A Preferred Stock have
been paid.


(c) DISTRIBUTION OF PARTIAL DIVIDEND PAYMENTS. Except as
otherwise provided herein, if at any time the Corporation pays less
than the total amount of dividends then accrued with respect to the
Series A Preferred Stock, such payment shall be distributed ratably
among the holders based upon the aggregate accrued but unpaid dividends
on the Shares held by each such holder.


(d) PAYMENT OF STOCK DIVIDENDS. In the sole discretion of the
Corporation, any dividends accruing on Shares of Series A Preferred
Stock may be paid, in lieu of cash dividends, by the issuance of
additional Shares of Series A Preferred Stock (including fractional
Shares) having an aggregate Liquidation Value at the time of such
payment equal to the amount of the dividend to be paid; provided that
if the Corporation pays less than the total amount of dividends then
accrued on the Series A Preferred Stock in the form of additional
Shares, such payment in Shares shall be made pro rata to the holders of


2


Series A Preferred Stock based upon the aggregate accrued but unpaid
dividends on the Shares of Series A Preferred Stock held by each such
holder.


4.2.2 VOTING RIGHTS.


(a) Each outstanding share of Series A Preferred Stock shall
have one hundred (100) votes on all matters submitted to a vote of the
stockholders. In the event the Corporation shall at any time declare or
pay any dividend on Common Stock payable in shares of Common Stock, or
effect a subdivision or combination or consolidation of the outstanding
Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the number of votes per
share to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event shall be adjusted by
multiplying such number of votes by a fraction the numerator of which
is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.
Except as otherwise provided in this Certificate of Incorporation or by
law, the holders of shares of Series A Preferred Stock and the holders
of Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.


(b) The consent of the holders of a majority of the Series A
Preferred Stock, voting together as a separate class, shall be required
to approve (a) any Public Offering of any shares of the Corporation, or
(b) any Change in Control.


4.2.3 LIQUIDATION PREFERENCE.


(a) SERIES A PREFERRED STOCK. Upon any liquidation,
dissolution or winding up of the Corporation, each holder of Series A
Preferred Stock shall be entitled to be paid, before any distribution
or payment is made upon any Junior Securities, an amount in cash equal
to the aggregate Liquidation Value (plus all accrued and unpaid
dividends) of all shares of Series A Preferred Stock held by such
holder. If upon any such liquidation, dissolution or winding up of the
Corporation, the Corporation's assets to be distributed among the
holders of the Series A Preferred Stock are insufficient to permit
payment to such holders of the aggregate amount which they are entitled
to be paid, then the entire assets to be distributed shall be
distributed ratably among such holders based upon the aggregate
Liquidation Value (plus all accrued and unpaid dividends) of the Series
A Preferred Stock held by each such holder. For purposes of this
Section 4.2.3, except as otherwise determined by the holders of a
majority of the Series A Preferred Stock, the consolidation or merger
of the Corporation with or into another entity or entities and a sale
or transfer of all or substantially all of the assets of the
Corporation and its Subsidiaries on a consolidated basis in any
transaction or series of transactions (other than sales in the ordinary
course of business) shall be deemed to be a liquidation, dissolution


3


and winding up of the Corporation, and the holders of the Series A
Preferred Stock shall be entitled to receive payment of the amounts
payable with respect to the Series A Preferred Stock upon a
liquidation, dissolution or winding up in cancellation of their Series
A Preferred Stock upon the consummation of any such transaction. If the
assets available for distribution to the stockholders include both cash
and other assets, the holders of Series A Preferred Stock shall be
entitled to receive all of the cash, up to the total amount of the
Liquidation Value, before any non-cash assets are distributed to them.


(b) OTHER SERIES AND CLASSES. After payment in full of the
liquidation preference of the shares of the Series A Preferred Stock
under Section 4.2.3(a), any remaining assets of the Corporation
available for distribution to the stockholders shall be distributed to
the holders of the Common Stock in proportion to the number of shares
of Common Stock that each then holds.


4.2.4 REDEMPTION OF SERIES A PREFERRED STOCK. The Series A Preferred Stock is redeemable by the Corporation as provided in this Section 4.2.4.


(a) MANDATORY REDEMPTION. At any time after January 31, 2021,
the holde ...