Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K - Internap Corp | t67220_10k.htm |
| EX-3.2 - EXHIBIT 3.2 - Internap Corp | ex3-2.htm |
| EX-4.1 - EXHIBIT 4.1 - Internap Corp | ex4-1.htm |
| EX-31.2 - EXHIBIT 31.2 - Internap Corp | ex31-2.htm |
| EX-21.1 - EXHIBIT 21.1 - Internap Corp | ex21-1.htm |
| EX-32.1 - EXHIBIT 32.1 - Internap Corp | ex32-1.htm |
| EX-23.1 - EXHIBIT 23.1 - Internap Corp | ex23-1.htm |
| EX-31.1 - EXHIBIT 31.1 - Internap Corp | ex31-1.htm |
| EX-32.2 - EXHIBIT 32.2 - Internap Corp | ex32-2.htm |
| EX-10.35 - EXHIBIT 10.35 - Internap Corp | ex10-35.htm |
| EX-10.15 - EXHIBIT 10.15 - Internap Corp | ex10-15.htm |
| EX-10.14 - EXHIBIT 10.14 - Internap Corp | ex10-14.htm |
Exhibit
3.1
CERTIFICATE
OF ELIMINATION
OF
THE
SERIES
B PREFERRED STOCK
OF
INTERNAP
NETWORK SERVICES CORPORATION
Pursuant
to Section 151(g) of the
General
Corporation Law of the State of Delaware
Internap Network Services Corporation,
a corporation organized and existing under the laws of the State of Delaware
(the “Corporation”), in accordance with the provisions of Section 151(g) of
the Delaware General Corporation Law (the “DGCL”), hereby certifies as
follows:
FIRST: Pursuant
to Section 151 of the DGCL and authority granted in the Certificate of
Incorporation, as amended, of the Corporation (the “Certificate of
Incorporation”), the Board of Directors of the Corporation previously designated
500,000 shares of preferred stock as Series B Preferred Stock, par value
$0.001 per share (the “Series B Preferred Stock”), and established the
powers, preferences and rights of the shares of such series, and the
qualifications, limitations or restrictions thereof as set forth in the
Certificate of Designation of Rights, Preferences and Privileges of Series B
Preferred Stock of Internap Network Services Corporation (the “Series B
Certificate of Designation”), with respect to such Series B Preferred
Stock, which Series B Certificate of Designation was filed in the Office of
the Secretary of State of the State of Delaware and is in full force and effect
on the date hereof. None of the authorized shares of Series B
Preferred Stock are outstanding and none will be issued.
SECOND:
The Series B Certificate of Designation was filed with the Office of the
Secretary of State of the State of Delaware in connection with the Preferred
Stock Rights Agreement, dated as of April 11, 2007, as amended December 31,
2009, between the Corporation and American Stock Transfer and Trust Company, as
rights agent (the “Rights Agreement”).
THIRD: Pursuant to the
authority conferred on the Board of Directors of the Corporation by the
Certificate of Incorporation and in accordance with the provisions of
Section 151 of the DGCL, the Board of Directors of the Corporation, on
February 24, 2010, duly adopted the following resolutions authorizing the
elimination of said Series B Preferred Stock:
RESOLVED, that pursuant to the
authority conferred on the Board of Directors of the Corporation by the
provisions of Section 151 of the Delaware General Corporation Law (“DGCL”),
the Board of Directors hereby eliminates the Series B Preferred Stock, par
value $0.001 per share (the “Series B Preferred Stock”), none of which is
currently outstanding and none of which will be issued; and
RESOLVED FURTHER, that the
appropriate officers of the Corporation, or any one or more of them, hereby are
authorized, in the name and on behalf of the Corporation, pursuant to
Section 151(g) of the DGCL, to execute and file a Certificate of
Elimination of the Series B Preferred Stock of the Corporation with the
Secretary of State of the State of Delaware, which shall have the effect when
filed with the Secretary of State of the State of Delaware of eliminating from
the Certificate of Incorporation, as amended, all matters set forth in the
Certificate of Designation of the Series B Preferred Stock with respect to
such Series B Preferred Stock.
FOURTH: The
Rights Agreement expired by its terms on December 31, 2009.
FIFTH: That
in accordance with the provisions of Section 151 of the DGCL, the
Certificate of Incorporation of the Company is hereby amended to eliminate all
references to the Series B Preferred Stock,
and the shares that were designated to such series hereby are returned to
the status of authorized but unissued shares of the preferred stock of the
Corporation, without designation as to series.
IN WITNESS WHEREOF, the Corporation has
caused this Certificate of Elimination to be signed by its duly authorized
officer, as of the 26th day
of February, 2010.
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INTERNAP
NETWORK SERVICES CORPORATION
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By:
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/s Richard P. Dobb
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Richard
P. Dobb
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Authorized
Officer
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