Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF INVENTERGY GLOBAL, INC.
The undersigned, for the purposes of amending the Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) of Inventergy Global, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify that:
FIRST: The Board of Directors of the Corporation (the “Board”) duly adopted in accordance with Section 141(f) of the DGCL at a meeting of the Board on December 4, 2015, a resolution proposing and declaring advisable the following amendment to replace the second paragraph of Article IV of the Certificate of Incorporation:
“Upon the effectiveness of the amendment to the certificate of incorporation containing this sentence (the “Split Effective Time”), each share of the Common Stock issued and outstanding immediately prior to the date and time of the filing hereof with the Secretary of State of Delaware shall be automatically changed and reclassified into a smaller number of shares such that each 10 shares of issued Common Stock immediately prior to the Split Effective Time is reclassified into one share of Common Stock. Notwithstanding the immediately preceding sentence, there shall be no fractional shares issued and, in lieu thereof, a holder of Common Stock on the Split Effective Time who would otherwise be entitled to a fraction of a share as a result of the reclassification, following the Split Effective Time, shall receive a full share of Common Stock upon the surrender of such stockholder’s old stock certificate. No stockholder shall receive cash in lieu of fractional shares.”
SECOND: The holders of a majority of the issued and outstanding voting stock of the Corporation have voted in favor of said amendment at a duly convened meeting of the stockholders of the Corporation.
THIRD: The aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.
FOURTH: The aforesaid amendment shall be effective as of 8:00 A.M. Eastern Time on December 8, 2015.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Certificate of Incorporation of the Corporation to be duly executed by the undersigned this day of December 7, 2015.
| | INVENTERGY GLOBAL, INC. |
| | |
| | By: | /s/ Joseph Beryers |
| | | Name: Joseph Beyers |
| | | Title: Chairman and Chief Executive Officer |
