EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO
FOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CINEDIGM DIGITAL CINEMA CORP.
_________________________
Pursuant to
§ 242 of the General Corporation Law
of the State of Delaware
_________________________
The undersigned, being the Chief Executive Officer of Cinedigm Digital Cinema Corp., a Delaware corporation (the “Corporation”), pursuant to Section 242 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify as follows:
1. | Pursuant to a unanimous written consent of the Board of Directors of the Corporation (the “Board”), the Board adopted resolutions (the “Amending Resolutions”) to further amend the Corporation’s Fourth Amended and Restated Certificate of Incorporation of the Corporation, as filed with the Delaware Secretary of State on November 14, 2003 (together with any subsequent amendments and certificates of designations, the “Certificate of Incorporation”); |
2. | Pursuant to a majority vote of the Corporation’s Shareholders in accordance with Section 242 of the DGCL, the holders of the Corporation’s outstanding capital stock voted in favor of the Amending Resolutions; and |
3. | The Amending Resolutions were duly adopted in accordance with Section 242 of the DGCL. |
NOW, THEREFORE, to effect the Amending Resolutions:
1. All references to “Cinedigm Digital Cinema Corp.” in the Certificate of Incorporation shall be deleted and the phrase “Cinedigm Corp.” shall be inserted in their place.
2. Article First of the Certificate of Incorporation shall be deleted in its entirety and replaced as follows:
“FIRST: Name: The name of the Corporation is:
“Cinedigm Corp.” |
IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Certificate of Incorporation of Cinedigm Digital Cinema Corp. to be signed by Christopher J. McGurk, Chief Executive Officer and Chairman of the Board of Directors, this 25th day of September, 2013, who acknowledges that the foregoing is the act and deed of the Corporation and that the facts stated herein are true.
By: | /s/ Christopher J. McGurk | |
Name: | Christopher J. McGurk | |
Title: | Chief Executive Officer and | |
Chairman of the Board of Directors |