Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
EMERGENCY MEDICAL SERVICES CORPORATION
Emergency Medical Services Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (as amended from time to time, the “DGCL”), does hereby certify:
FIRST: The Second Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting Article FIRST thereof and inserting the following in lieu thereof:
“FIRST: The name of the corporation is Envision Healthcare Corporation (the “Corporation”).”
SECOND: The amendment of the Amended and Restated Certificate of Incorporation of the Corporation has been duly adopted in accordance with the provisions of Sections 228 and 242 of the DGCL, the Board of Directors of the Corporation having adopted resolutions setting forth such amendment, declaring its advisability, and directing that it be submitted to the stockholders of the Corporation for their approval; and the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted having consented in writing to the adoption of such amendment and restatement.
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IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Certificate of Amendment on the 10th day of June, 2013.
| EMERGENCY MEDICAL SERVICES CORPORATION | ||
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| By: | /s/Randel G. Owen | |
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| Name: | Randel G. Owen |
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| Title: | Executive Vice President, |
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| Chief Operating Officer and Chief Financial Officer |
[Signature Page to Certificate of Amendment]