Attached files
file | filename |
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10-Q - FORM 10-Q - AGENUS INC | d389678d10q.htm |
EX-10.1 - MODIFICATION OF RIGHTS IN THE EVENT OF A CHANGE OF CONTROL - AGENUS INC | d389678dex101.htm |
EXCEL - IDEA: XBRL DOCUMENT - AGENUS INC | Financial_Report.xls |
EX-32.1 - CERTIFICATION OF CEO AND PFO PURSUANT TO SECTION 906 - AGENUS INC | d389678dex321.htm |
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 - AGENUS INC | d389678dex311.htm |
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 - AGENUS INC | d389678dex312.htm |
EXHIBIT 3.1.4
CERTIFICATE OF THIRD AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
AGENUS INC.
AGENUS INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Agenus Inc. (the Corporation). The Corporations original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 10, 1999 (the Certificate of Incorporation). The Certificate of Incorporation was amended and restated on June 7, 2002 (the Restated Certificate), which was further amended on June 15, 2007 by a Certificate of Amendment (the First Amendment,), which was further amended on January 5, 2011 by a Certificate of Ownership and Merger (the Name Change Amendment), which was further amended on September 30, 2011 by a Certificate of Second Amendment (the Second Amendment, and the Restated Certificate, as amended by the First Amendment, the Name Change Amendment, and the Second Amendment, the Amended Certificate). This Certificate of Third Amendment (the Third Amendment) amends certain provisions of the Amended Certificate, and has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
2. The Board of Directors of the Corporation has duly adopted a resolution, pursuant to Section 242 of the General Corporation Law of the State of Delaware, setting forth the following amendment to the Amended Certificate, and declaring the Third Amendment to be advisable.
3. This Third Amendment was duly adopted by the vote of the stockholders holding the requisite number of shares of outstanding stock of the Corporation entitled to vote thereon in accordance with the provisions of Sections 216 and 242 of the General Corporation Law of the State of Delaware.
4. The first sentence of the first paragraph of Article Fourth of the Amended Certificate is hereby amended to read as follows:
FOURTH: The Corporation shall be authorized to issue seventy-five million (75,000,000) shares of capital stock, which shall be divided into seventy million (70,000,000) shares of Common Stock, par value $0.01 per share, and five million (5,000,000) shares of Preferred Stock, par value $0.01 per share.
5. This Third Amendment shall be effective as of 12:01 A.M. (Eastern Time) on June 14, 2012 (for accounting purposes only) in accordance with the provisions of section Section 103(d) of the General Corporation Law of the State of Delaware.
6. Except as set forth in this Third Amendment, the Restated Certificate remains in full force and effect.
[Signature Page to Follow]
IN WITNESS WHEREOF, the undersigned has duly executed this Third Amendment in the name of and on behalf of the Corporation on this 13th day of June, 2012.
AGENUS INC. | ||
By: | /s/ Garo H. Armen | |
Name: Garo H. Armen | ||
Title: Chief Executive Officer |