Attached files
Exhibit 3.1
CERTIFICATE OF ELIMINATION OF
SERIES B JUNIOR PARTICIPATING CONVERTIBLE PREFERRED
STOCK
OF
AUTOBYTEL INC.
Pursuant to Section 151(g) of the General Corporation
Law
of the State of Delaware
Autobytel Inc., a
corporation organized and existing under the laws of the State of
Delaware (“Company”), in accordance with the
provisions of Section 151(g) of the General Corporation Law of the
State of Delaware, hereby certifies as follows:
1.
That, pursuant to Section 151 of the General
Corporation Law of the State of Delaware and the authority granted
in the Certificate of Incorporation of the Company, as amended
and/or restated, the Board of Directors of the Company, by
resolution duly adopted, authorized the issuance of a series of
preferred stock designated Series B Junior Participating
Convertible Preferred Stock, par value $0.001 per share
(“Series B Preferred
Stock”), and established the voting powers,
designations, preferences and relative, participating and other
rights, and the qualifications, limitations or restrictions
thereof, and, on October 1, 2015, filed a Certificate of
Designations with respect to the Series B Preferred Stock in the
office of the Secretary of State of the State of Delaware
(“Certificate of
Designation”).
2.
That no shares of Series B Preferred Stock are
outstanding and no shares thereof will be issued subject to said
Certificate of Designation.
3.
That the Board of Directors of the Company has
adopted the following resolutions:
Whereas, by resolution of the Board of
Directors of the Company and by a Certificate of Designations
(“Certificate of
Designation”) filed in the office of the Secretary of
State of the State of Delaware on October 1, 2015, the Company
authorized the issuance of a series of preferred stock designated
Series B Junior Participating Convertible Preferred Stock, par
value $0.001 per share (“Series B Preferred Stock”), and
established the voting powers, designations, preferences and
relative, participating and other rights, and the qualifications,
limitations or restrictions thereof.
Whereas, as of the date hereof, no
shares of Series B Preferred Stock are outstanding and no shares of
Series B Preferred Stock will be issued subject to said Certificate
of Designation.
Whereas, it is desirable that all
matters set forth in the Certificate of Designation with respect to
the Series B Preferred Stock be eliminated from the Certificate of
Incorporation, as heretofore amended, of the Company.
Now,
Therefore, Be
It and It Hereby Is:
Resolved, that as of the date hereof, no
shares of Series B Preferred Stock are outstanding and no shares of
Series B Preferred Stock will be issued subject to said Certificate
of Designation.
Resolved, that all matters set forth in
the Certificate of Designation with respect to the Series B
Preferred Stock be eliminated from the Certificate of
Incorporation, as heretofore amended, of the Company.
Resolved, that the officers of the
Company be, and hereby are, authorized and directed to file a
Certificate of Elimination with the office of the Secretary of
State of the State of Delaware setting forth a copy of these
resolutions whereupon all matters set forth in the Certificate of
Designation with respect to the Series B Preferred Stock shall be
eliminated from the Certificate of Incorporation, as heretofore
amended, of the Company.
4.
That, accordingly, all matters set forth
in the Certificate of Designation with respect to the Series B
Preferred Stock be, and hereby are, eliminated from the Certificate
of Incorporation, as amended and/or restated, of the
Company.
IN WITNESS WHEREOF, the Corporation has
caused this Certificate of Elimination to be executed by its duly
authorized officer on October 5, 2017.
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AUTOBYTEL
INC.
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By:
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s/ Glenn
E.
Fuller
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Name:
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Glenn E.
Fuller
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Title:
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Executive Vice
President, Chief Legal
and
Administrative
Officer and Secretary
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