Attached files
| file | filename |
|---|---|
| 8-K - WORLDGATE COMMUNICATIONS INC | v179345_8k.htm |
| EX-4.1 - WORLDGATE COMMUNICATIONS INC | v179345_ex4-1.htm |
| EX-10.1 - WORLDGATE COMMUNICATIONS INC | v179345_ex10-1.htm |
CERTIFICATE
OF ELIMINATION
of
the
SERIES
A CONVERTIBLE PREFERRED STOCK
of
WORLDGATE
COMMUNICATIONS, INC.
Pursuant
to Section 151
of
the Delaware General Corporation Law
Pursuant
to the provisions of Section 151(g) of the General Corporation Law of the
State of Delaware, it is hereby certified that:
|
1.
|
The
name of the corporation is WorldGate Communications, Inc. (hereinafter
referred to as the “Corporation”). The date of filing the
original Certificate of Incorporation of the Corporation with the
Secretary of State of the State of Delaware was November 20, 1996 and the
date of filing the Amended and Restated Certificate of Incorporation of
the Corporation with the Secretary of State of the State of Delaware was
April 20, 1999.
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2.
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The
Certificate of Designations filed on June 24, 2004 and constituting part
of the Corporation’s Amended and Restated Certificate of Incorporation
authorized the issuance of 7,550 shares of a series of Preferred Stock
designated as Series A Convertible Preferred Stock, par value $0.01 per
share (the “Series A Preferred
Stock”).
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3.
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No
shares of Series A Preferred Stock of the Corporation are
outstanding.
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4.
|
Pursuant
to the provisions of Section 151(g) of the DGCL, the Board of Directors of
the Corporation adopted the following
resolutions:
|
RESOLVED,
that none of the authorized shares of the Series A Convertible Preferred Stock,
par value $0.01 per share, (the “Series A Preferred Stock”) are outstanding and
none of the authorized shares of such series of preferred stock will be issued
subject to the Certificate of Designations with respect to the Series A
Preferred Stock filed on June 24, 2004 and constituting part of the
Corporation’s Amended and Restated Certificate of Incorporation;
and
RESOLVED,
that the Secretary of the Corporation is authorized and directed to execute a
certificate as provided by Section 151(g) of the DGCL in accordance with Section
103 of the DGCL, substantially in the form attached as an exhibit to these
resolutions, with such changes therein as the Secretary may approve and as are
permitted by the DGCL to be made by such officer, such approval to be
conclusively evidenced by the Secretary’s execution of such certificate of
elimination, and to file the same forthwith in the Office of the Secretary of
State of the State of Delaware, and when such certificate of elimination becomes
effective, all references to the Series A Preferred Stock in the Amended and
Restated Certificate of Incorporation, as amended, of the Corporation shall be
eliminated and the shares of Series A Preferred Stock shall resume the status of
authorized and unused shares of preferred stock of the Corporation, without
designation as to series.
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5.
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Pursuant
to the provisions of Section 151(g) of the DGCL, all references to Series
A Preferred Stock in the Amended and Restated Certificate of
Incorporation, as amended, of the Corporation hereby are eliminated, 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.
|
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6.
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The
effective time of this certificate shall be upon filing with the Secretary
of State of the State of Delaware.
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IN
WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto
affixed and this certificate to be signed by George E. Daddis Jr., its Chief
Executive Officer and President, on this 26th day of March 2010.
| WorldGate Communications, Inc. | |||
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|
By:
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/s/ George E. Daddis Jr. | |
| Name: George E. Daddis Jr. | |||
| Title: Chief Executive Officer and President | |||