EXHIBIT 3.4
DELAWARE
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
CORRECTION OF "JDA SOFTWARE GROUP, INC. ", FILED IN THIS OFFICE ON THE TWENTIETH
DAY OF OCTOBER, A.D. 2006, AT 4:07 O'CLOCK P.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/s/ Harriet Smith Windsor
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Harriet Smith Windsor, Secretary of State
2487680 8100 (SEAL) AUTHENTICATION: 5134127
060966615 DATE: 10-20-06
State of Delware
Secretary of State
Divison of Corporations
Delivered 04:07 PM 10/20/2006
060966615 - 2487680 FILE
CERTIFICATE OF CORRECTION FILED
TO CORRECT A CERTAIN ERROR IN THE
CERTIFICATE OF DESIGNATION OF
JDA SOFTWARE GROUP, INC.
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON JULY 5, 2006
JDA Software Group, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"CORPORATION"),
DOES HEREBY CERTIFY:
1. The name of the Corporation is JDA Software Group, Inc.
2. That a Certificate of Designation of Rights, Preferences, Privileges
and Restrictions of Series B Convertible Preferred Stock of JDA Software Group,
Inc. (the "CERTIFICATE") was filed by the Secretary of State of Delaware on July
5, 2006 and that said Certificate requires correction as permitted by Section
103 of the General Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate to be corrected is as
follows:
The definition of Cash Redemption Price and the calculation of amounts
payable to the holders of Series B Preferred in a Liquidation Event (as
such terms are defined in the Certificate), are incorrect.
4. ARTICLE FOURTH, Section 2A of the Certificate is corrected to read in
its entirety as follows:
2A. Liquidation Events. Upon any liquidation, dissolution or winding up
of the Corporation (whether voluntary or involuntary) (a "Liquidation
Event"), each holder of Series B Preferred shall be entitled to be paid
out of cash legally available for distribution to stockholders, before any
distribution or payment is made upon any Junior Securities, an amount in
cash equal to the aggregate Liquidation Value of all shares of the Series
B Preferred (each, a "Share" and collectively, the "Shares") held by such
holder plus all accrued and unpaid dividends thereon, and the holders of
Series B Preferred shall not be entitled to any further payment. If upon
any such Liquidation Event the Corporation's assets to be distributed
among the holders of the Series B Preferred are insufficient to permit
payment to such holders of the aggregate amount which they are entitled to
be paid under this Section 2A, then the entire assets available to be
distributed to the Corporation's stockholders shall be distributed pro
rata among such holders based upon the aggregate Liquidation Value (plus
all accrued and unpaid dividends) of the Series B Preferred held by each
such holder.
5. The definition of "Cash Redemption Price" set forth in Section 12,
"Definitions" is corrected to read in its entirely as follows:
"Cash Redemption Price" of any Share as of any date of determination
means the Liquidation Value thereof plus all accrued and unpaid dividends
thereon.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Hamish Brewer, its President and Chief Executive Officer, this 20th
day of October, 2006.
/s/ Hamish Brewer
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Hamish Brewer, President and
Chief Executive Officer
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