Attached files
file | filename |
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8-K - FORM 8-K - LEAP WIRELESS INTERNATIONAL INC | a59786e8vk.htm |
EX-4.1 - EX-4.1 - LEAP WIRELESS INTERNATIONAL INC | a59786exv4w1.htm |
EX-99.1 - EX-99.1 - LEAP WIRELESS INTERNATIONAL INC | a59786exv99w1.htm |
EXHIBIT 3.1
CERTIFICATE OF ELIMINATION
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
LEAP WIRELESS INTERNATIONAL, INC.
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
LEAP WIRELESS INTERNATIONAL, INC.
(Pursuant to Section 151 of the
General Corporation Law of the State of Delaware)
General Corporation Law of the State of Delaware)
Leap Wireless International, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (hereinafter called the Company), in accordance with the
provisions of Section 151(g) of the General Corporation Law, hereby certifies as follows:
1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and
authority granted in the Amended and Restated Certificate of Incorporation of the Company, the
Board of Directors of the Company, by resolution duly adopted, authorized the issuance of a series
of one hundred sixty thousand (160,000) shares of Series A Junior Participating Preferred Stock,
par value $.0001 per share (the Series A Preferred Stock), and established the relative rights,
powers and preferences, and qualifications, limitations and restrictions thereof, and, on September
14, 2010, filed a Certificate of Designations with respect to such Series A Preferred Stock (the
Certificate of Designations) in the office of the Secretary of State of the State of Delaware.
2. That no shares of Series A Preferred Stock are outstanding and no shares thereof will be
issued subject to said Certificate of Designations.
3. That the Board of Directors of the Company has adopted the following resolutions:
WHEREAS, the Board has previously authorized the issuance of a
series of one hundred sixty thousand (160,000) shares of Series A
Junior Participating Preferred Stock, par value $.0001 per share
(the Series A Preferred Stock);
WHEREAS, on September 14, 2010, a Certificate of Designations with
respect to such Series A Preferred Stock (the Certificate of
Designations) was filed in the office of the Secretary of State of
the State of Delaware, which established the relative rights, powers
and preferences, and qualifications, limitations and restrictions of
such Series A Preferred Stock;
WHEREAS, as of the date hereof, no shares of Series A Preferred
Stock are outstanding and no shares of Series A Preferred Stock have
been issued subject to the Certificate of Designations; and
WHEREAS, it is desirable that all references to such Series A
Preferred Stock be eliminated from the Companys Amended and
Restated Certificate of Incorporation (the Charter).
NOW, THEREFORE, BE IT RESOLVED, that none of the authorized shares
of Series A Preferred Stock are outstanding and no shares of Series
A Preferred Stock will be issued; and
RESOLVED FURTHER, that the officers of the Company are, and each of
them hereby is, authorized and directed, in the name of and on
behalf of the Company, to file a Certificate of Elimination with the
office of the Secretary of State of the State of Delaware to
eliminate all provisions set forth in the Certificate of
Designations, setting forth a copy of these resolutions, whereupon
all matters set forth in the Certificate of Designations with
respect to the Series A Preferred Stock shall be eliminated from the
Charter.
4. That, accordingly, all matters set forth in the Certificate of Designations with respect to
the Series A Preferred Stock be, and hereby are, eliminated from the Amended and Restated
Certificate of Incorporation of the Company.
IN WITNESS WHEREOF, Leap Wireless International, Inc. has caused this Certificate of
Elimination to be executed by its duly authorized officer this 21st day of June, 2011.
LEAP WIRELESS INTERNATIONAL, INC. |
||||
By: | /s/ ROBERT J. IRVING, JR. | |||
Name: | Robert J. Irving, Jr. | |||
Title: | Senior Vice President and General Counsel | |||