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EX-99.1 - EXHIBIT 99.1 - TOWERSTREAM CORPex_96054.htm
8-K - FORM 8-K - TOWERSTREAM CORPtwer20170928_8k.htm

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION

OF

TOWERSTREAM CORPORATION

 

Towerstream Corporation, organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

 

FIRST: That the Board of Directors of Towerstream Corporation adopted a proposed amendment of the Certificate of Incorporation of said corporation to effect a reverse stock split, declaring said amendment to be advisable.

 

The amendment reads as follows:

 

Article Fourth is hereby amended by adding the following:

 

“D. On Friday, September 29, 2017 at 12:01 a.m. EDT (the “Effective Time”) pursuant to the Delaware General Corporation Law of this amendment to the Corporation’s Certificate of Incorporation, as amended, each seventy-five (75) shares of Common Stock issued and outstanding immediately prior to the Effective Time either issued and outstanding or held by the Corporation as treasury stock shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof; provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Corporation shall round shares up to the nearest whole number. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional shares as described above.”

 

SECOND: That, pursuant to a resolution of its Board of Directors, a special meeting of the stockholders of Towerstream Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of granting the Board of Directors the authority to amend the Certificate of Incorporation to provide for a reverse stock split and the Board of Directors subsequently approved a ratio of 1-for-75.

 

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

FOURTH: All other provisions of the Certificate of Incorporation shall remain in full force and effect.

 

FIFTH: This Certificate of Amendment shall be effective after filing with the Secretary of State of the State of Delaware upon the Effective Time.

 

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 27th day of September, 2017.

 

 

By:

 /s/ Ernest Ortega

 

Title:

 CEO

 

Name:

 Ernest Ortega

 

 

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