Attached files
| file | filename |
|---|---|
| 8-K - IMAGE ENTERTAINMENT INC 8-K 9-19-2012 - IMAGE ENTERTAINMENT INC | form8k.htm |
| EX-99.1 - EXHIBIT 99.1 - IMAGE ENTERTAINMENT INC | ex99_1.htm |
EXHIBIT 3.1
CERTIFICATE OF ELIMINATION
CERTIFICATE ELIMINATING
SERIES C JUNIOR PARTICIPATING PREFERRED STOCK
OF
IMAGE ENTERTAINMENT, INC.
(pursuant to Section 151 of the
Delaware General Corporation Law)
The undersigned, Theodore S. Green, does hereby certify that:
1. The undersigned is the duly elected and acting Chief Executive Officer of Image Entertainment, Inc., a Delaware corporation (the "Company").
2. Pursuant to authority conferred by the Company's Certificate of Incorporation, as amended (including any Certificates of Designation thereto), upon the Company's Board of Directors (the "Board"), the Board on July 20, 2011 adopted the following resolutions, which relate to the previously-authorized Series C Junior Participating Preferred Stock, par value $0.0001 per share, of the Company ("Series C Preferred Stock"), having those voting powers, designations, preferences, rights and limitations as set forth in the Certificate of Designation of the Series C Preferred Stock filed on January 8, 2010 with the Secretary of State of the State of Delaware (the "Series C Designation"), with no shares of Series C Preferred Stock outstanding or to be issued:
WHEREAS, none of the authorized shares of the Company's Series C Junior Participating Preferred Stock (the "Series C Preferred Stock") previously authorized pursuant to the Certificate of Designation of the Series C Preferred Stock filed on January 8, 2010 with the Secretary of State of the State of Delaware (the "Series C Designation"), are outstanding and no shares will be issued subject to the Series C Designation; and
WHEREAS, it is desirable that all matters set forth in the Series C Designation be eliminated from the Company's Certificate of Incorporation, as amended (including any Certificates of Designation thereto) (the "Certificate of Incorporation").
NOW THEREFORE BE IT
RESOLVED, the Board has determined that no shares of Series C Preferred Stock are outstanding and none will be issued subject to the Series C Designation, and that it would be desirable and in the best interests of the Company and its stockholders to eliminate the Series C Preferred Stock.
Page 1
RESOLVED FURTHER, that the Company be, and hereby is, authorized and directed to file with the Secretary of State of the State of Delaware a certificate containing these resolutions, with the effect under the Delaware General Corporation Law of eliminating from the Certificate of Incorporation all matters set forth in the Series C Designation with respect to the Series C Preferred Stock, substantially in the form discussed with the Company's Board of Directors; and the shares of Series C Preferred Stock shall resume their status as authorized but unissued shares of preferred stock of the Company, without designation as to preference.
RESOLVED FURTHER, that each of the officers of the Company is authorized and directed, jointly and severally, for and on behalf of the Company, to execute and deliver any and all certificates, agreements, instruments and other documents, and to take any and all steps and do any and all things, including making any required payments, which he or she may deem necessary or advisable in order to effectuate the purposes of each and all of the foregoing resolutions, including applicable amendments to applicable documentation, whether if taken prior to, on or after the date hereof.
3. That in accordance with the provisions of Delaware General Corporation Law, all references to the Series C Preferred Stock are to be hereby eliminated from the Certificate of Incorporation.
4. I further declare under penalty of perjury that the matters set forth in this Certificate are true and correct to my own knowledge.
This Certificate was executed in Chatsworth, California on September 19, 2012.
| IMAGE ENTERTAINMENT, INC | ||
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By:
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/s/Theodore S. Green
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Theodore S. Green
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Chief Executive Officer
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SIGNATURE PAGE TO CERTIFICATE OF ELIMINATION