Attached files
| file | filename |
|---|---|
| 8-K - TRANSWITCH CORP /DE | v186068_8k.htm |
| EX-4.1 - TRANSWITCH CORP /DE | v186068_ex4-1.htm |
| EX-4.2 - TRANSWITCH CORP /DE | v186068_ex4-2.htm |
| EX-99.1 - TRANSWITCH CORP /DE | v186068_ex99-1.htm |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION
TranSwitch
Corporation (the “Corporation”), a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST:
The Board of Directors of the Corporation adopted resolutions proposing and
declaring advisable the following amendment to the Amended and Restated
Certificate of Incorporation, as amended, of the Corporation:
RESOLVED:
That the first paragraph of ARTICLE FOURTH of the Corporation’s Amended and
Restated Certificate of Incorporation, as amended, shall be amended to read in
its entirety as follows:
FOURTH.
The total number of shares of all classes of capital stock, which the
Corporation shall have authority to issue is 37,625,000 shares, consisting of
37,500,000 shares of Common Stock, $.001 par value per share (the “Common
Stock”), and 125,000 shares of Preferred Stock , $.01 par value per share (the
“Preferred Stock”).
SECOND:
That the stockholders of the Corporation duly adopted such resolution at the
Annual Meeting of Stockholders held on May 20, 2010, in accordance with the
provisions of Section 211 of the General Corporation Law of the State of
Delaware.
THIRD:
The foregoing amendment to the Amended and Restated Certificate of
Incorporation, as amended, of the Corporation was duly adopted by the
stockholders of the Corporation in accordance with the applicable provisions of
Section 242 of the General Corporation Law of the State of
Delaware.
IN
WITNESS WHEREOF, the Corporation has caused this certificate of Amendment to be
executed by Dr. Ali Khatibzadeh, its President and Chief Executive Officer, this
20th day of May, 2010.
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TRANSWITCH
CORPORATION
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By:
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/s/ Ali
Khatibzadeh
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Name:
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Dr.
Ali Khatibzadeh
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Title:
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President
and Chief Executive
Officer
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