Attached files
| file | filename |
|---|---|
| 8-K - NEOMEDIA TECHNOLOGIES INC | v177036_8-k.htm |
| EX-10.1 - NEOMEDIA TECHNOLOGIES INC | v177036_ex10-1.htm |
Exhibit 3.1
CERTIFICATE
OF AMENDMENT
TO
THE
CERTIFICATE
OF DESIGNATION
OF
THE
SERIES
D CONVERTIBLE PREFERRED STOCK
(PAR
VALUE $0.01 PER SHARE)
OF
NEOMEDIA
TECHNOLOGIES, INC.
NeoMedia Technologies, Inc. (the “Company”), a
corporation duly organized and existing under and by virtue of the Delaware
General Corporation Law (“DGCL”) does hereby
certify:
FIRST: Pursuant to
the terms of Section 141 of the DGCL, resolutions were duly adopted by the board
of directors of the Company setting forth a proposed amendment to the Company’s
Certificate of Designation of the Series D Convertible Preferred Stock (the
“Series D Certificate
of Designation”), declaring said amendment to be advisable and calling
for a vote of the holders of the Series D Convertible Preferred Stock (the
“Series D
Stockholders”) for consideration thereof at a special meeting of the
Series D Stockholders, or in lieu of such meeting, calling for the receipt of
approval regarding such amendment via the written consent of the Series D
Stockholders. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that Section 6 of the
Series D Certificate of Designation shall be amended to read, in its entirety,
as follows:
SECTION
6
VOTING
RIGHTS
6.1 General. In addition
to the rights provided by law and otherwise provided in this Certificate of
Designation, for a period of ninety (90) days after the date hereof (the “Voting Period”), the
Holders shall be entitled to vote on an as converted basis on all proposed
corporate actions of the Company in the same manner and with the same effect as
holders of Common Stock, voting together with the holders of the Common Stock as
one class (including, without limitation, with respect to any matter relating to
a merger or sale of the Company, any amendment of the Articles of Incorporation
of the Company, any increase or decrease in the number of authorized shares of
Common Stock or any other matter subject to the vote or consent of the holders
of Common Stock), and, except as specifically required by applicable law, in no
event shall the holders of the Common Stock vote as a separate class from the
Holders on any proposed corporate actions. With respect to the voting
rights granted hereby, as described above, during the Voting Period, the vote of
each share of the Series D Preferred Shares shall be counted on an “as
converted” basis multiplied by One Hundred Thousand (100,000). For
example, one (1) share of the Series D Preferred Shares shall equal 100,000
shares of Common Stock for voting purposes.
SECOND: That in
lieu of a meeting and vote of stockholders, the Series D Stockholders have given
written consent to said amendment in accordance with the provisions of Section
228 of the DGCL.
THIRD: That the
aforesaid amendment was duly adopted in accordance with the applicable
provisions of Sections 242 and 228 of the DGCL.
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FORTH: No other provisions of
the Series D Certificate of Designation or the certificate of incorporation of
the Company are amended or changed by this amendment.
IN WITNESS WHEREOF, the
Company has caused this Certificate of Amendment to the Certificate of
Designation of the Series D Convertible Preferred Stock to be executed by
Michael W. Zima, its Chief Financial Officer, this 5th day of March
2010.
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NEOMEDIA
TECHNOLOGIES, INC.
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By:
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/s/
Michael W.
Zima
Michael W. Zima
Chief Financial Officer
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