Attached files
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8-K - FORM 8-K - MONEYGRAM INTERNATIONAL INC | d84858e8vk.htm |
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF THE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
MONEYGRAM INTERNATIONAL, INC.
OF THE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
MONEYGRAM INTERNATIONAL, INC.
Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware
General Corporation Law of the State of Delaware
MoneyGram International, Inc., 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 Amended and Restated
Certificate of the Corporation (the Certificate of Incorporation), the Board of Directors of the
Corporation (the Board) previously designated 2,000,000 shares of preferred stock as Series A
Junior Participating Preferred Stock of the Corporation, par value $0.01 per share (the Series A
Preferred Stock), in the Certificate of Designations, Preferences and Rights of Series A Junior
Participating Preferred Stock (the Certificate of Designations) originally filed in the office of
the Secretary of State of the State of Delaware on June 30, 2004, and in full force and effect on
the date hereof. None of the authorized shares of Series A Preferred Stock are outstanding and
none will be issued.
SECOND: On September 1, 2011, the Board duly adopted the following resolutions setting forth
the proposed elimination of the Series A Preferred Stock:
RESOLVED, that pursuant to the authority conferred on the Board by the
provisions of Section 151 of the DGCL, the Board hereby eliminates the Series A
Preferred Stock, none of which is currently outstanding and none of which will be
issued; and
RESOLVED, that the appropriate officers of the Corporation be, and each
hereby is, authorized, empowered and directed, for and on behalf of the
Corporation, pursuant to Section 151(g) of the DGCL, to execute and file with the
Secretary of State of the State of Delaware a Certificate of Elimination of the
Series A Preferred Stock, which shall have the effect when filed with the
Secretary of State of the State of Delaware of eliminating from the Amended and
Restated Certificate of Incorporation of the Corporation all matters set forth in
the Certificate of Designations, Preferences and Rights of Series A Junior
Participating Preferred Stock of MoneyGram International, Inc. with respect to
such Series A Preferred Stock.
THIRD: In accordance with the provisions of Section 151(g) of the DGCL, the Certificate of
Incorporation is hereby amended to eliminate therefrom all matters set forth in the Certificate of
Designations with respect to the Series A 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.
[Signature page follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be executed
by its duly authorized officer on this 27th day of September, 2011.
MONEYGRAM INTERNATIONAL, INC. | ||||||
By: Name: |
/s/ James E. Shields
|
|||||
Title: | Executive Vice President and Chief Financial Officer |
[Signature Page to the Certificate of Elimination of the
Series A Junior Participating Preferred Stock of
MoneyGram International, Inc.]
Series A Junior Participating Preferred Stock of
MoneyGram International, Inc.]