Attached files

file filename
EX-23.1 - EX-23.1 - Vertiv Holdings Cod586855dex231.htm
EX-14 - EX-14 - Vertiv Holdings Cod586855dex14.htm
EX-10.6 - EX-10.6 - Vertiv Holdings Cod586855dex106.htm
EX-10.4 - EX-10.4 - Vertiv Holdings Cod586855dex104.htm
EX-10.2 - EX-10.2 - Vertiv Holdings Cod586855dex102.htm
EX-5.1 - EX-5.1 - Vertiv Holdings Cod586855dex51.htm
EX-4.2 - EX-4.2 - Vertiv Holdings Cod586855dex42.htm
EX-4.1 - EX-4.1 - Vertiv Holdings Cod586855dex41.htm
EX-3.3 - EX-3.3 - Vertiv Holdings Cod586855dex33.htm
EX-1.1 - EX-1.1 - Vertiv Holdings Cod586855dex11.htm
S-1/A - FORM S-1/A - Vertiv Holdings Cod586855ds1a.htm

Exhibit 3.2

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

GS ACQUISITION HOLDINGS CORP

 

 

Pursuant to Sections 228 and 242 of the General

Corporation Law of the State of Delaware

 

 

GS Acquisition Holdings Corp, a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:

FIRST: Article IV of the Corporation’s Certificate of Incorporation is hereby by amended by adding the below immediately following Section 4.3(d):

(e) Upon the filing (the “Effective Time”) of this Certificate of Amendment pursuant to the General Corporation Law of the State of Delaware, each share of the Corporation’s Class B Common Stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Class B Common Stock”) shall automatically, without further action on the part of the Corporation or any stockholder of the Corporation, be reclassified as, and subdivided and converted into, six (6) validly issued, fully paid and nonassessable shares of Class B Common Stock, par value $0.0001 per share (the “New Class B Common Stock”), authorized by Article IV of the Corporation’s Certificate of Incorporation (the “Stock Split”). The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective Time, regardless of when any certificates representing shares of Old Class B Common Stock are surrendered. Each certificate that immediately prior to the Effective Time represented shares of Old Class B Common Stock shall thereafter represent that number of shares of New Class B Common Stock into which the shares of Old Class B Common Stock represented by such certificate shall have been converted pursuant to this Certificate of Amendment. After the Effective Time, each holder of record of shares of Old Class B Common Stock shall be entitled to receive, upon surrender of the certificate(s) representing the shares of Old Class B Common Stock held by such holder immediately prior to the Effective Time, in such form and accompanied by such documents, if any, as may be prescribed by the Corporation, a new certificate or certificates representing the number of shares of New Class B Common Stock of which such record owner is entitled after giving effect to the Stock Split.

SECOND: The foregoing amendment was duly adopted in accordance with Section 228 and Section 242 of the General Corporation Law of the State of Delaware.

[Signature Page Follows]

 

1


IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name this 18th day of May, 2018.

 

GS ACQUISITION HOLDINGS CORP
By:    /s/ David M. Cote
Name:    David M. Cote
Title:    Chief Executive Officer, President and
   Secretary

[Signature Page to Certificate of Amendment]