Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - MONEYGRAM INTERNATIONAL INC | d82454e8vk.htm |
| EX-3.2 - EX-3.2 - MONEYGRAM INTERNATIONAL INC | d82454exv3w2.htm |
| EX-3.3 - EX-3.3 - MONEYGRAM INTERNATIONAL INC | d82454exv3w3.htm |
| EX-3.1 - EX-3.1 - MONEYGRAM INTERNATIONAL INC | d82454exv3w1.htm |
| EX-4.1 - EX-4.1 - MONEYGRAM INTERNATIONAL INC | d82454exv4w1.htm |
| EX-10.8 - EX-10.8 - MONEYGRAM INTERNATIONAL INC | d82454exv10w8.htm |
| EX-10.1 - EX-10.1 - MONEYGRAM INTERNATIONAL INC | d82454exv10w1.htm |
| EX-10.2 - EX-10.2 - MONEYGRAM INTERNATIONAL INC | d82454exv10w2.htm |
| EX-10.9 - EX-10.9 - MONEYGRAM INTERNATIONAL INC | d82454exv10w9.htm |
| EX-10.7 - EX-10.7 - MONEYGRAM INTERNATIONAL INC | d82454exv10w7.htm |
| EX-10.3 - EX-10.3 - MONEYGRAM INTERNATIONAL INC | d82454exv10w3.htm |
| EX-10.4 - EX-10.4 - MONEYGRAM INTERNATIONAL INC | d82454exv10w4.htm |
| EX-10.5 - EX-10.5 - MONEYGRAM INTERNATIONAL INC | d82454exv10w5.htm |
| EX-10.6 - EX-10.6 - MONEYGRAM INTERNATIONAL INC | d82454exv10w6.htm |
| EX-10.10 - EX-10.10 - MONEYGRAM INTERNATIONAL INC | d82454exv10w10.htm |
Exhibit 3.4
CERTIFICATE OF ELIMINATION
OF THE
SERIES B-1 PARTICIPATING CONVERTIBLE PREFERRED STOCK
OF
MONEYGRAM INTERNATIONAL, INC.
OF THE
SERIES B-1 PARTICIPATING CONVERTIBLE PREFERRED STOCK
OF
MONEYGRAM INTERNATIONAL, INC.
Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware
General Corporation Law of the State of Delaware
MoneyGram International, Inc., a corporation organized and existing under the laws of the
State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the
Delaware General Corporation Law (the “DGCL”), hereby certifies as follows:
FIRST: Pursuant to Section 151 of the DGCL and authority granted in the Amended and Restated
Certificate of the Corporation (the “Certificate of Incorporation”), the Board of Directors of the
Corporation (the “Board”) previously designated 500,000 shares of preferred stock as Series B-1
Participating Convertible Preferred Stock of the Corporation, par value $0.01 per share (the
“Series B-1 Preferred Stock”), in the Certificate of Designations, Preferences and Rights of the
Series B-1 Participating Convertible Preferred Stock (the “Certificate of Designations”) originally
filed in the office of the Secretary of State of the State of Delaware on March 24, 2008, and in
full force and effect on the date hereof. None of the authorized shares of Series B-1 Preferred
Stock are outstanding and none will be issued.
SECOND: At a meeting of the Board on March 7, 2011, the following resolutions were adopted
setting forth the proposed elimination of the Series B-1 Preferred Stock:
RESOLVED, that pursuant to the authority conferred on the Board by the
provisions of Section 151 of the DGCL, subject to the closing of the 2011
Recapitalization and the conversion of all outstanding shares of Series B-1
Preferred Stock as contemplated thereby, the Board hereby eliminates the Series
B-1 Preferred Stock immediately following the closing of the 2011
Recapitalization, none of which shares shall be issued and outstanding immediately
following the closing of the 2011 Recapitalization; and
RESOLVED, that the Authorized Officers be, and each hereby is, authorized,
empowered and directed, for and on behalf of the Company, pursuant to Section
151(g) of the DGCL, to execute and file with the Secretary of State of the State
of Delaware immediately following the closing of the 2011 Recapitalization a
Certificate of Elimination of the Series B-1 Preferred Stock, which shall have the
effect when filed with the Secretary of State of the State of Delaware of
eliminating from the Certificate of Incorporation of the Company all matters set
forth in the Certificate of Designations, Preferences and Rights of Series B-1
Participating Convertible Preferred Stock of MoneyGram International, Inc. with
respect to the Series B-1 Preferred Stock.
THIRD: In accordance with the provisions of Section 151(g) of the DGCL, the Certificate of
Incorporation is hereby amended to eliminate therefrom all matters set forth in the Certificate of
Designations with respect to the Series B-1 Preferred Stock, and the shares that were designated to
such series hereby are returned to the status of authorized but unissued shares of the preferred
stock of the Corporation, without designation as to series.
[Signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be
executed by its duly authorized officer on this 18th day of May, 2011.
| MONEYGRAM INTERNATIONAL, INC. |
||||
| By: | /s/ James E. Shields | |||
| Name: | James E. Shields | |||
| Title: | Executive Vice President and Chief Financial Officer |
|||
[Signature Page to the Certificate of Elimination of the
Series B-1 Participating Convertible Preferred Stock of
MoneyGram International, Inc.]
Series B-1 Participating Convertible Preferred Stock of
MoneyGram International, Inc.]