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- S-4 Registration of securities issued in business combination transactions
- 3.6 Articles of Incorporation of Global Crossing Holdings Limited
- 3.7 Bye-laws of Global Crossing Holdings Limited
- 3.8 Articles of Incorporation of Atlantic Crossing LTD.
- 3.9 Bye-laws of Atlantic Crossing LTD.
- 3.10 Articles of Incorporation of Global Crossing Asia Holdings LTD.
- 3.11 Bye-laws of Global Crossing Asia Holdings LTD.
- 3.12 Articles of Incorporation of Global Crossing Australia Holdings LTD.
- 3.13 Bye-laws of Global Crossing Australia Holdings LTD.
- 3.14 Articles of Incorporation of Global Crossing Network Center LTD.
- 3.15 Bye-laws of Global Crossing Network Center LTD.
- 3.16 Articles of Incorporation of Global Crossing International, LTD.
- 3.17 Bye-laws of Global Crossing International, LTD.
- 3.18 Articles of Incorporation of Old GMS Holdings LTD.
- 3.19 Bye-laws of Old GMS Holdings LTD.
- 3.20 Articles of Incorporation of South American Crossing Holdings LTD.
- 3.21 Bye-laws of South American Crossing Holdings LTD.
- 3.22 Articles of Incorporation of Global Crossing International Networks LTD.
- 3.23 Bye-laws of Global Crossing International Networks LTD.
- 3.24 Articles of Incorporation of GC Crystal Holdings LTD.
- 3.25 Bye-laws of GC Crystal Holdings LTD.
- 3.26 Articles of Incorporation of Pac Panama LTD.
- 3.27 Bye-laws of Pac Panama LTD.
- 3.28 Articles of Amalgamation of Global Crossing Telecommunications-canada, LTD.
- 3.29 Bylaws of Global Crossing Telecommunications-canada, LTD.
- 3.30 Articles of Incorporation of Ameritel Management, Inc.
- 3.31 Bylaws of Ameritel Management, Inc.
- 3.32 Certificate of Incorporation of Global Crossing Hong Kong Limited
- 3.33 Articles of Association Global Crossing Hong Kong Limited
- 3.34 Certificate of Incorporation of Fibernet Holdings Limited
- 3.35 Memorandum and Articles of Association of Fibernet Holdings Limited
- 3.36 Certificate of Incorporation of Global Crossing (Bidco) Limited
- 3.37 Memorandum and Articles of Association of Global Crossing (Bidco) Limited
- 3.38 Certificate of Incorporation of Global Crossing Europe Limited
- 3.39 Memorandum and Articles of Association of Global Crossing Europe Limited
- 3.40 Certificate of Incorporation of Global Crossing Financial Markets Limited
- 3.41 Memorandum and Articles of Association of Global Crossing Financial Markets LTD
- 3.42 Certificate of Incorporation of Pan American Crossing Uk LTD.
- 3.43 Memorandum and Articles of Association of Pan American Crossing Uk LTD.
- 3.44 Certificate of Incorporation of GC Impsat Holdings I PLC.
- 3.45 Memorandum and Articles of Association of GC Impsat Holdings I PLC.
- 3.46 Certificate of Incorporation of GC Impsat Holdings II Limited
- 3.47 Memorandum and Articles of Association of GC Impsat Holdings II Limited
- 3.48 Certificate of Incorporation of GC Impsat Holdings III Limited
- 3.49 Memorandum and Articles of Association of GC Impsat Holdings III Limited
- 3.50 Certificate of Incorporation of GC Pan European Crossing Uk Limited
- 3.51 Memorandum and Articles of Association of GC Pan European Crossing Uk Limited
- 3.52 Certificate of Incorporation of Racal Telecommunications, Inc.
- 3.53 Bylaws of Racal Telecommunications, Inc.
- 3.54 Certificate of Formation of International Optical Network, L.L.C.
- 3.55 Operating Agreement of International Optical Network, L.L.C.
- 3.56 Certificate of Agreement of Incorporation of Global Crossing Bandwidth, Inc.
- 3.57 Bylaws of Global Crossing Bandwidth, Inc.
- 3.58 Certificate of Incorporation of Global Crossing North America, Inc.
- 3.59 Bylaws of Global Crossing North America, Inc.
- 3.60 Certificate of Incorporation of Global Crossing Development Co.
- 3.61 Bylaws of Global Crossing Development Co.
- 3.62 Certificate of Incorporation of Global Crossing Employee Services Inc.
- 3.63 Bylaws of Global Crossing Employee Services Inc.
- 3.64 Certificate of Incorporation of Global Crossing Local Services, Inc.
- 3.65 Bylaws of Global Crossing Local Services, Inc.
- 3.66 Certificate of Incorporation of Global Crossing North American Holdings, Inc.
- 3.67 Bylaws of Global Crossing North American Holdings, Inc.
- 3.68 Certificate of Incorporation of Global Crossing North American Networks, Inc.
- 3.69 Bylaws of Global Crossing North American Networks, Inc.
- 3.70 Certificate of Incorporation of Global Crossing Telecommunications, Inc.
- 3.71 Bylaws of Global Crossing Telecommunications, Inc.
- 3.72 Certificate of Incorporation of Alc Communications Corporation
- 3.73 Bylaws of Alc Communications Corporation
- 3.74 Certificate of Incorporation of Budget Call Long Distance, Inc.
- 3.75 Bylaws of Budget Call Long Distance, Inc.
- 3.76 Certificate of Incorporation of GT Landing II Corp.
- 3.77 Certificate of GT Landing II Corp.
- 3.78 Certificate of Incorporation of Global Crossing Telemanagement, Inc.
- 3.79 Bylaws of Global Crossing Telemanagement, Inc.
- 3.80 Certificate of Organization of Global Crossing Telemanagement Va, LLC
- 3.81 Amended and Restated Certificate of Incorporation of Impsat Fiber Networks, Inc.
- 3.82 Amended and Restated Bylaws of Impsat Fiber Networks, Inc.
- 3.83 Certificate of Incorporation of Global Crossing Americas Solutions, Inc.
- 3.84 Bylaws of Global Crossing Americas Solutions, Inc.
- 3.85 Certificate of Incorporation of Global Crossing Australia Pty Limited
- 3.86 Constitution of Global Crossing Australia Pty Limited
- 3.87 Articles of Incorporation of Global Crossing Japan KK
- 3.88 Memorandum and Articles of Association of Global Crossing Singapore Pte. LTD.
- 3.89 Bylaws of Sac Brasil Holding Ltda.
- 3.90 Bylaws of Sac Brasil S.a.
- 3.91 Bylaws of Impsat Participacoes E Comercial Ltda.
- 3.92 Bylaws of Global Crossing Comunicacoes Do Brasil Ltda.
- 3.93 Bylaws of Global Crossing Chile S.a.
- 3.94 Bylaws of Global Crossing Servicios, S. De R.L. De C.V.
- 3.95 Bylaws of Global Crossing Mexicana, S. De R.L. De C.V.
- 3.96 Bylaws of Global Crossing Mexicana, II S. De R.L. De C.V.
- 3.97 Articles of Incorporation of Sac Panama S.a.
- 3.98 Articles of Incorporation of Global Crossing Panama Inc.
- 3.99 Bylaws of Telecom Infrastructure Hardware S.R.L.
- 3.100 Bylaws of Global Crossing Peru S.a.
- 3.101 Articles of Incorporation of GC ST. Croix Company, Inc.
- 3.102 Bylaws of GC ST. Croix Company, Inc.
- 3.103 Bylaws of Global Crossing Costa Rica, SRL.
- 3.104 Bylaws of Global Crossing Comunicaciones Ecuador S.a.
- 3.105 Bylaws of Global Crossing Venezuela S.a.
- 3.106 Articles of Incorporation of Fibernet GMBH.
- 3.107 Articles of Incorporation of Global Crossing Pec Deutschland GMBH.
- 3.108 Articles of Incorporation of Global Crossing Ireland Limited
- 3.109 Articles of Incorporation of Global Crossing Services Europe Limited
- 3.110 Articles of Incorporation of Global Crossing Services Ireland Limited
- 3.111 Articles of Incorporation of Global Crossing Pec Luxembourg I S.a.r.l.
- 3.112 Articles of Incorporation of Global Crossing Pec Luxembourg II S.a.r.l.
- 3.113 Articles of Incorporation of Global Crossing Pec Espana S.a.
- 3.114 Articles of Incorporation of GC Impsat Holdings Nederland B.V.
- 3.115 Articles of Incorporation of Global Crossing Pec Holdings B.V.
- 3.116 Articles of Incorporation of GC Pan European Crossing Networks B.V.
- 3.117 Articles of Incorporation of Global Crossing Pec Nederland B.V.
- 3.118 Articles of Incorporation of Global Crossing Nederland B.V.
- 3.119 Articles of Incorporation of Global Crossing Belgie B.v.b.a.
- 3.120 Articles of Incorporation of Global Crossing Pec Belgium B.v.b.a.
- 3.121 Articles of Incorporation of Global Crossing Cyprus Holdings Limited
- 3.122 Articles of Incorporation of Global Crossing Pec Danmark A.p.s.
- 3.123 Articles of Incorporation of Global Crossing Sverige Ab.
- 3.124 Articles of Incorporation of Global Crossing Pec Switzerland Ag.
- 4.23 First Supplement Indenture, Dated 03/11/2010
- 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
- 21 Subsidiaries of GCL
- 23.1 Consent of Ernst & Young LLP
- 25 Statement of Eligibility of the Trustee on Form T-1 Under the Trust Indenture Ac
EXHIBIT 3.81
State of Delaware
Secretary of State
Division of Corporations
Delivered 02:12 PH 05/09/2007
FILED 02:09 PM 05/09/2007
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
IMPSAT FIBER NETWORKS, INC.
(Pursuant to Sections 242 and 245 of the General Corporation Law of the
State of Delaware)
IMPSAT FIBER NETWORKS, INC. (the ‘Corporation’), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
1. The present name of the Corporation is IMPSAT FIBER NETWORKS, INC.
2 The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 31, 1994 under the name IMPSAT CORPORATION.
3. A Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 25, 2003 under the name IMPSAT FIBER NETWORKS, INC.
4. A Certificate of Merger of GC Crystal Acquisition, Inc. with and into the Corporation was filed with the Secretary of State of the State of Delaware on May 9, 2007.
5. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Restated Certificate of Incorporation of the Corporation. This Amended and Restated Certificate of Incorporation was duly approved by the Board of Directors and stockholders of the Corporation.
6. The text of the Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:
FIRST: The name of the Corporation is IMPSAT FIBER NETWORKS, INC.
SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, DE 19801 and its registered agent at such address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware as it now exists or may hereafter be amended and supplemented.
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 having a par value of $0.01 per share. All such shares are Common Stock. The 100 shares of common stock, par value $0.01 per share, of the Corporation issued and outstanding prior to the filing hereof, shall be reclassified, effective as of the filing hereof, into .001 shares of Common Stock.
FIFTH: The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. Any repeal or modification of this Article Fifth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.
SIXTH: The Corporation shall, to the fullest extent permitted or required by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons to whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.
SEVENTH: From time to time any of the provisions of this Amended and Restated Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the-time in force may be added or inserted in the manner and at the time prescribed by said laws and all rights at any time conferred upon the stockholders of the Corporation by this Amended and Restated Certificate of Incorporation, subject to the provisions of this Article SEVENTH.
EIGHTH: In furtherance and not in limitation of the rights, powers, privileges and discretionary authority granted or conferred by the General Corporation Law of the State of Delaware or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional Bylaws and may alter, amend or repeal any Bylaws whether adopted by them or otherwise. The Corporation may in its Bylaws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authority expressly conferred upon the Board of Directors by applicable law.
IN WITNESS WHEREOF, Impsat Fiber Networks, Inc. has caused this Amended and Restated Certificate of Incorporation to be executed by a duly authorized officer this 9 day of May, 2007.
/s/ Mitchell Sussis | ||
Name: | Mitchell Sussis | |
Title: | Vice President |