Exhibit 3.1
CERTIFICATE OF ELIMINATION OF
SERIES A PREFERRED STOCK
AND
SERIES C JUNIOR PARTICIPATING PREFERRED STOCK
OF CERUS CORPORATION
(Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware)
CERUS CORPORATION, a Delaware corporation (the “Company”), hereby certifies as follows:
FIRST:The date on which the Company’s original Certificate of Incorporation was filed with the Delaware Secretary of State was July 31, 1996
SECOND:The Company filed on July 6, 1998, with the Delaware Secretary of State pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”) a Certificate of Designation of Series A Preferred Stock designating the rights, powers, preferences and privileges of the Company’s Series A Preferred Stock; and the Company filed on November 5, 1999, with the Delaware Secretary of State pursuant to Section 151(g) of the DGCL a Certificate of Designation of Series C Junior Participating Preferred Stock designating the rights, powers, preferences and privileges of the Company’s Series C Junior Participating Preferred Stock.
THIRD:The Board of Directors of the Company (the “Board”), has adopted the following resolutions:
RESOLVED,that the Board hereby determines that none of the authorized shares of the series of Preferred Stock, par value $0.001 per share, of the Company, designated as “Series A Preferred Stock” in the Certificate of Designation filed by the Company with the Delaware Secretary of State on July 6 ,1998, are outstanding, and that none of the shares of Series A Preferred Stock will be issued subject to such Certificate of Designation;
RESOLVED FURTHER,that the Board hereby determines that none of the authorized shares of the series of Preferred Stock, par value $0.001 per share, of the Company, designated as “Series C Junior Participating Preferred Stock” in the Certificate of Designation filed by the Company with the Delaware Secretary of State on November 5, 1999, are outstanding, and that none of the shares of Series C Junior Participating Preferred Stock will be issued subject to such Certificate of Designation;
RESOLVED FURTHER, that the proper officers of the Company are hereby authorized and directed to take all such actions as they may deem to be necessary or advisable in order to file a certificate with the Delaware Secretary of State to eliminate all provisions set forth in the Certificate of Designation of Series A Preferred Stock pursuant to Section 151(g) of the DGCL; and
RESOLVED FURTHER, that the proper officers of the Company are hereby authorized and directed to take all such actions as they may deem to be necessary or advisable in order to file a certificate with the Delaware Secretary of State to eliminate all provisions set forth in the Certificate of Designation of Series C Junior Participating Preferred Stock pursuant to Section 151(g) of the DGCL.
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