Attached files
| file | filename |
|---|---|
| 8-K - Orchard Enterprises, Inc. | v192021_8k.htm |
| EX-3.1 - Orchard Enterprises, Inc. | v192021_ex3-1.htm |
| EX-99.1 - Orchard Enterprises, Inc. | v192021_ex99-1.htm |
Exhibit
3.2
THE
ORCHARD ENTERPRISES, INC.
CERTIFICATE
OF AMENDMENT
TO
THE
CERTIFICATE
OF DESIGNATIONS
OF
SERIES
A CONVERTIBLE PREFERRED STOCK
OF
THE
ORCHARD ENTERPRISES, INC.
The
Orchard Enterprises, Inc. (the “Corporation”), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the “Act”), hereby
certifies as follows:
FIRST:
The name of the Corporation is The Orchard Enterprises, Inc. The
Corporation was originally incorporated under the name Online Music Corp., and
the original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on April 11, 2005.
SECOND: In
accordance with Section 141 of the Act, at a meeting duly called and held on
March 15, 2010, the Board of Directors of the Corporation (the “Board”) adopted
resolutions setting forth a proposed amendment (the “Amendment”) to the
Certificate of Designations of the Series A Convertible Preferred Stock (the
“Series A
Certificate”) of the Corporation, declared the Amendment to be advisable,
duly adopted the Amendment and called a special meeting of the stockholders of
the Corporation entitled to vote in respect thereof for the consideration of the
Amendment. The resolution setting forth the proposed Amendment is as
follows:
RESOLVED,
that the Certificate of Designations for the Series A Convertible Preferred
Stock of this Corporation be amended by changing Section 2(c) thereof so that,
as amended, said Section 2(c) shall be and read as follows:
“(c) Payments
and Distributions Upon Change of Control Event. Except as otherwise
provided upon the prior vote or written consent of the holders of at least a
majority of the then outstanding Series A Preferred Stock, for so
long as any shares of Series A Preferred Stock remain outstanding, the
Corporation shall not enter into or otherwise effect any transaction (or series
of transactions) constituting a Change of Control Event (as defined below)
unless (i) with respect to a Change of Control Event involving the sale or
exclusive license of all or substantially all of the Corporation’s assets or
intellectual property (pursuant to a single transaction or a series of
transactions) the Corporation shall as promptly as practicable thereafter
liquidate, dissolve and wind up the Corporation and distribute the assets of the
Corporation (whether in cash, securities or other property) to the Corporation’s
stockholders in accordance with Subsections 2(a) and 2(b) and (ii) with respect
to a Change of Control Event involving a transaction in which the stockholders
of the Corporation will receive consideration from an unrelated third party, the
agreement governing such transaction {or series of transactions) provides that
the consideration payable to the stockholders of the Corporation (whether in
cash, securities or other property) shall be allocated among them in accordance
with Subsections 2(a) and 2(b).”
THIRD:
At a special meeting duly called and held upon notice in accordance with Section
222 of the Act, the Amendment was duly adopted by affirmative vote of holders
representing not less than (a) a majority of the outstanding shares of voting
stock of the Corporation entitled to vote thereon and (b) a majority of the
outstanding shares of Series A Convertible Preferred Stock (the “Series A Stock”), in
each case, in accordance with Section 242 of the Act and the Series A
Certificate.
[Signature
page follows]
2
IN
WITNESS WHEREOF, the undersigned has signed this Certificate of Amendment to the
Certificate of Designations of the Series A Convertible Preferred Stock as of
this 29th day of July, 2010.
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By:/s/
Bradley
Navin
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Name: Bradley
Navin
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Title: Chief
Executive Officer
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