AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PRT GROUP INC.
Pursuant to Sections 242 and 245 of the
Delaware General Corporation Law
PRT Group Inc. (the "Corporation"), a corporation
organized and existing under the General Corporation Law
of the State of Delaware (the "DGCL"), does hereby
certify as follows:
(1) The name of the Corporation is
PRT Group Inc. The original certificate of incorporation
of the Corporation was filed with the office of the
Secretary of State of the State of Delaware on September
18, 1996.
(2) This Amended and Restated Certificate of
Incorporation was duly adopted by the Board of Directors
of the Corporation (the "Board of Directors") and by the
stockholders of the Corporation in accordance with
Sections 228, 242 and 245 of the DGCL.
(3) This Amended and Restated Certificate of
Incorporation restates and integrates and further amends
the certificate of incorporation of the Corporation, as
heretofore amended or supplemented.
(4) The text of the Certificate of
Incorporation is amended and restated in its entirety as
follows:
FIRST: The name of the Corporation is PRT Group
Inc. (the "Corporation").
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange
Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at that address is The
Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage
in any lawful act or activity for which a corporation may
be organized under the General Corporation Law of the
State of Delaware (the "DGCL").
FOURTH: (a) Authorized Capital Stock. The total
number of shares of stock which the Corporation shall
have authority to issue is 61,000,000 shares of capital
stock, consisting of (i) 50,000,000 shares of voting
common stock, par value $.001 per share (the "Voting
Common Stock"), (ii) 1,000,000 shares of non-voting
common stock, par value $.001 per share (the "Non-Voting
Common Stock" and, together with the Voting Common Stock,
the "Common Stock"), and (iii) 10,000,000 shares of
preferred stock, par value $.001 per share (the
"Preferred Stock").
(b) Common Stock. The powers, preferences and
rights, and the qualifications, limitations and
restrictions, of each class of the Common Stock are as
follows:
(1) Ranking. Except as otherwise
expressly provided in this Amended and Restated
Certificate of Incorporation, the powers, preferences and
rights of the holders of Voting Common Stock and holders
of Non-Voting Common Stock, and the qualifications,
limitations and restrictions thereof, shall be in all
respects identical.
(2) Voting. (A) Except as otherwise
expressly required by law or provided in this Amended and
Restated Certificate of Incorporation, and subject to any
voting rights provided to holders of Preferred Stock at
any time outstanding, the holders of any outstanding
shares of Voting Common Stock shall vote together as a
single class on all matters with respect to which
stockholders are entitled to vote under applicable law,
this Amended and Restated Certificate of Incorporation or
the By-Laws of the Corporation, or upon which a vote of
stockholders is otherwise duly called for by the
Corporation. At each annual or special meeting of
stockholders, each holder of record of shares of Voting
Common Stock on the relevant record date shall be
entitled to cast one vote in person or by proxy for each
share of the Voting Common Stock standing in such
holder's name on the stock transfer records of the
Corporation.
(B) Except as set forth herein or as
otherwise required by law, each outstanding share of Non-
Voting Common Stock shall not be entitled to vote on any
matter on which the stockholders of the Corporation shall
be entitled to vote, and shares of Non-Voting Common
Stock shall not be included in determining the number of
shares voting or entitled to vote on any such matters. On
any matter on which the holders of Voting Common Stock
and the holders of Non-Voting Common Stock are entitled
to vote, except as otherwise required by law, both
classes of Common Stock shall vote together as a single
class, and each holder of shares of Common Stock entitled
to vote shall be entitled to one vote for each share of
Voting Common Stock and one vote for each share of Non-
Voting Common Stock held by such holder; provided,
however, that notwithstanding the foregoing, holders of
shares of Non-Voting Common Stock shall be entitled to
vote as a separate class on any amendment to this
paragraph (2)(B) and on any amendment, repeal or
modification of any provision of this Amended and
Restated Certificate of Incorporation that adversely
affects the powers, preferences or special rights of
holders of Non-Voting Common Stock.
(C) In addition to any affirmative
vote required by law or by this Amended and Restated
Certificate of Incorporation, the affirmative vote or
written consent of the holders of not less than a
majority of the then outstanding shares of both classes
of Common Stock, voting together as a single class, shall
be required for any increase, reduction or other change
in the authorized number of shares of any class of Common
Stock.
(3) No Cumulative Voting. The holders of
shares of Voting Common Stock shall not have cumulative
voting rights.
(4) Conversion.
(A) Conversion of Voting Common
Stock. Upon compliance with the provisions of paragraph
(4)(C) below, any Regulated Stockholder (as defined
below) shall be entitled to convert, at any time and from
time to time, any or all of the shares of Voting Common
Stock held by such stockholder into the same number of
shares of Non-Voting Common Stock. The term "Regulated
Stockholder" shall mean (i) any stockholder that is
subject to the provisions of Regulation Y of the Board of
Governors of the Federal Reserve System (12 C.F.R. Part
225) or any successor to such regulation ("Regulation
Y"), and that holds shares of Voting Common Stock or Non-
Voting Common Stock originally issued pursuant to the
Warrant dated as of September 16, 1997 or shares of
Voting Common Stock or Non-Voting Common Stock issued
upon conversion(s) of such shares, so long as such
stockholder shall hold any such shares of Voting Common
Stock or Non-Voting Common Stock or shares issued upon
conversion(s) of such shares, (ii) any Affiliate (as
defined below) of any such Regulated Stockholder
specified in clause (i) above that is a transferee of any
of the foregoing shares, so long as such Affiliate shall
hold any such shares or shares issued upon conversion(s)
of such shares and (iii) any individual, partnership,
joint venture, corporation, limited liability company,
association, trust, or any other entity or organization,
including a government or political subdivision or an
agency or instrumentality thereof (a "Person") (x) to
which any such Regulated Stockholder specified in clause
(i) above or any of its Affiliates has transferred such
shares, so long as such transferee shall hold, and only
with respect to, any shares transferred by such Regulated
Stockholder or Affiliate or any shares issued upon
conversion(s) of such shares, and (y) which transferee
is, or any Affiliate of which is, subject to the
provisions of Regulation Y. As used in this Amended and
Restated Certificate of Incorporation, the term
"Affiliate" shall mean, with respect to any Person, any
other Person directly or indirectly controlling,
controlled by or under common control with such Person.
For the purpose of this definition, the term "control"
(including with correlative meanings, the terms
"controlling", "controlled by" and "under common control
with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to
direct or cause the direction of the management and
policies of such Person, whether through the ownership of
voting securities or by contract or otherwise.
(B) Conversion of Non-Voting Common
Stock. Upon compliance with the provisions of paragraph
(4)(C) below, each record holder of Non-Voting Common
Stock shall be entitled to convert, at any time and from
time to time, any and all shares of Non-Voting Common
Stock held by such stockholder into the same number of
shares of Voting Common Stock; provided, however, that no
holder of any shares of Non-Voting Common Stock shall be
entitled to convert any such shares into shares of Voting
Common Stock, to the extent that, as a result of such
conversion, such holder and its Affiliates, directly or
indirectly, would own, control or have the power to vote
a greater number of shares of Voting Common Stock or
other securities of any kind issued by the Corporation
than such holder and its Affiliates shall be permitted to
own, control or have the power to vote under any law,
regulation, rule or other requirement of any governmental
authority at the time applicable to such holder or its
Affiliates.
(C) Conversion Procedure. Each
conversion of shares of a class of Common Stock of the
Corporation into shares of another class of Common Stock
of the Corporation shall be effected by the surrender of
the certificate(s) evidencing the shares of the class of
stock to be converted (the "Converting Shares") at the
principal office of the Corporation (or such other office
or agency of the Corporation as the Corporation may
designate by notice in writing to the holders of Common
Stock) at any time during its usual business hours,
together with written notice by the holder of such
Converting Shares, (i) stating that the holder desires to
convert the Converting Shares or a specified number of
such Converting Shares, evidenced by such certificate(s)
into an equal number of shares of the class into which
such shares may be converted (the "Converted Shares"),
(ii) representing that the conversion of shares by such
holder is permitted under applicable law and (iii) giving
the name(s) (with addresses) and denominations in which
the certificate(s) evidencing the Converted Shares shall
be issued, and instructions for the delivery thereof.
The Corporation shall promptly notify each Regulated
Stockholder of record of its receipt of such notice.
Upon receipt of the notice described in the first
sentence of this paragraph (4)(C), together with the
certificate(s) evidencing the Converting Shares, the
Corporation shall be obligated to, and shall, issue and
deliver in accordance with such instructions the
certificate(s) evidencing the Converted Shares issuable
upon such conversion and a certificate (which shall
contain such legends, if any, as were set forth on the
surrendered certificate(s)) representing any shares which
were represented by the certificate(s) surrendered to the
Corporation in connection with such conversion but which
were not Converting Shares and, therefore, were not
converted. Such conversion, to the extent permitted by
law, shall be deemed to have been effected as of the
close of business on the date on which such
certificate(s) shall have been surrendered and such
written notice shall have been received by the
Corporation, and at such time the rights of the holder of
such Converting Shares as such holder shall cease, and
the person(s) in whose name or names any certificate(s)
evidencing the Converted Shares are to be issued upon
such conversion shall be deemed to have become the
holder(s) of record of the Converted Shares.
Notwithstanding any provision of this paragraph (4)(C) to
the contrary, the Corporation shall not be required to
record the conversion of, and no holder of shares shall
be entitled to convert, shares of Non-Voting Common Stock
into shares of Voting Common Stock unless such conversion
is permitted under applicable law; provided, however,
that the Corporation shall be entitled to rely without
independent verification upon the representation of any
holder that the conversion of shares by such holder is
permitted under applicable law, and in no event shall the
Corporation be liable to any such holder or any third
party arising from any such conversion whether or not
permitted by applicable law.
(D) No Charge. The issue of
certificates evidencing shares of any class of Common
Stock upon conversion of shares of any other class of
Common Stock shall be made without charge to the holders
of such shares for any issue tax in respect thereof or
other cost incurred by the Corporation in connection with
such conversion; provided, however, the Corporation shall
not be required to pay any tax that may be payable in
respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of
the holder of the shares of Common Stock converted.
(E) Reservation; Valid Issue;
Reissue. The Corporation hereby reserves and shall at
all times reserve and keep available, out of its
authorized and unissued shares of Voting Common Stock and
Non-Voting Common Stock, for the purposes of effecting
conversions, such number of duly authorized shares of
Non-Voting Common Stock and Voting Common Stock as are
then issuable upon conversion of all outstanding shares
of Voting Common Stock and Non-Voting Common Stock held
by any Regulated Stockholder. The Corporation covenants
that all of the shares of Voting Common Stock and Non-
Voting Common Stock so issuable shall, when so issued, be
duly and validly issued, fully paid and non-assessable,
and free from liens and charges. The Corporation shall
take all action as may be necessary to ensure that all
shares of Common Stock may be so issued without violation
of any applicable law or regulation, or, in the case of
Voting Common Stock, of any requirements of any national
securities exchange upon which the shares of Voting
Common Stock are or may be listed, or of any inter-dealer
quotation system of a registered national securities
association upon which the shares of Voting Common Stock
are or may be listed. Shares of Voting Common Stock and
Non-Voting Common Stock that are converted into shares of
any other class shall not be reissued, except for
reissuance in connection with the conversion of shares of
Voting Common Stock held by Regulated Stockholders into
Non-Voting Common Stock and shares of Non-Voting Common
Stock into Voting Common Stock.
(F) Stock Splits; Mergers; Other
Adjustments. If the Corporation shall in any manner
subdivide (by stock split, stock dividend or otherwise)
or combine (by reverse stock split or otherwise) the
outstanding shares of the Voting Common Stock or the Non-
Voting Common Stock, the outstanding shares of the other
class of Common Stock shall be proportionately subdivided
or combined, as the case may be, and effective provision
shall be made for the protection of all conversion rights
hereunder. In case of any reorganization,
reclassification or change of shares of Voting Common
Stock or Non-Voting Common Stock (other than a change in
par value, or from par value to no par value as a result
of a subdivision or combination), or in case of any
consolidation of the Corporation with one or more other
corporations or a merger of the Corporation with another
corporation (other than a consolidation or merger in
which the Corporation is the continuing corporation and
which does not result in any reclassification or change
of outstanding shares of Voting Common Stock or
Non-Voting Common Stock), or in case of any sale, lease
or other disposition to another corporation (other than a
wholly-owned subsidiary of the Corporation) of all or
substantially all the assets of the Corporation, each
holder of shares of Common Stock, irrespective of class,
shall have the right at any time thereafter, so long as
the conversion right hereunder with respect to such
shares of Common Stock would exist had such event not
occurred, to convert such shares into the kind and amount
of shares of stock and other securities and property
(including cash) receivable upon such reorganization,
reclassification, change, consolidation, merger, sale,
lease or other disposition by a holder of the number of
shares of the class of Common Stock into which such
shares of Common Stock might have been converted
immediately prior to such reorganization,
reclassification, change, consolidation, merger, sale,
lease or other disposition. In the event of such a
reorganization, reclassification, change, consolidation,
merger, sale, lease or other disposition, effective
provision shall be made in the certificate of
incorporation of the resulting or surviving corporation
or otherwise for the protection of the conversion rights
of the shares of Common Stock of each class that shall be
applicable, as nearly as reasonably may be, to any such
other shares of stock and other securities and property
deliverable upon conversion of shares of Common Stock
into which such shares of Common Stock might have been
converted immediately prior to such event. The
Corporation shall not be a party to any merger,
consolidation or recapitalization pursuant to which any
holder of shares of Non-Voting Common Stock would be
required to take (i) any voting securities which would
cause such holder to violate any law, regulation or other
requirement of any governmental body applicable to such
holder, or (ii) any securities convertible into voting
securities which if such conversion took place would
cause such holder to violate any law, regulation or other
requirement of any governmental body applicable to such
holder other than securities which are specifically
provided to be convertible only in the event that such
conversion may occur without any such violation.
(5) Dividends. Subject to the rights of the
holders of Preferred Stock, and subject to any other
provisions of this Amended and Restated Certificate of
Incorporation, as it may be amended from time to time,
holders of shares of Common Stock shall be entitled to
receive such dividends and other distributions in cash,
stock or property of the Corporation when, as and if
declared thereon by the Board of Directors from time to
time out of assets or funds of the Corporation legally
available therefor. If, at any time, a dividend or other
distribution in cash or other property is declared or
paid on the shares of Voting Common Stock or shares of
Non-Voting Common Stock, a like dividend or other
distribution in cash or other property shall also be
declared or paid, as the case may be, on shares of Non-
Voting Common Stock or shares of Voting Common Stock, as
the case may be, in an equal amount per share. If, at
any time, a dividend or other distribution payable in
shares of Common Stock or other securities of the
Corporation, or rights, options or warrants to purchase
shares of Common Stock or other securities of the
Corporation, or securities convertible into or
exchangeable for shares of Common Stock or other
securities of the Corporation is paid or declared on
shares of Voting Common Stock or Non-Voting Common Stock,
a like dividend or other distribution shall also be paid
or declared, as the case may be, on shares of Non-Voting
Common Stock or Voting Common Stock, as the case may be,
in an equal amount per share; provided, that, for this
purpose, if shares of Voting Common Stock, or rights,
options or warrants to purchase shares of Voting Common
Stock, or other securities convertible into or
exchangeable for shares of Voting Common Stock of the
Corporation or rights, options or warrants to purchase
shares of Voting Common Stock, are paid on shares of
Voting Common Stock, then shares of Non-Voting Common
Stock, or rights, options or warrants to purchase shares
of Non-Voting Common Stock, or other securities
convertible into or exchangeable for shares of Non-Voting
Common Stock of the Corporation or rights, options or
warrants to purchase shares of Non-Voting Common Stock,
shall be paid on shares of Non-Voting Common Stock (and
vice versa), in an equal amount per share of Voting
Common Stock and Non-Voting Common Stock, and such
dividend or other distribution shall be deemed to be a
like dividend or other distribution.
(6) Liquidation, Dissolution, etc. In
the event of any liquidation, dissolution or winding up
(either voluntary or involuntary) of the Corporation, the
holders of shares of Voting Common Stock and the holders
of shares of Non-Voting Common Stock shall be entitled to
receive the assets and funds of the Corporation available
for distribution after payments to creditors and to the
holders of any Preferred Stock of the Corporation that
may at the time be outstanding, in proportion to the
number of shares held by them, respectively, without
regard to class.
(7) No Preemptive or Subscription Rights.
No holder of shares of Voting Common Stock or Non-Voting
Common Stock shall be entitled to preemptive or
subscription rights.
(8) Power to Sell and Purchase Shares.
Subject to the requirements of applicable law, the
Corporation shall have the power to issue and sell all or
any part of any shares of any class of stock herein or
hereafter authorized to such persons, and for such
consideration, as the Board of Directors shall from time
to time, in its discretion, determine, whether or not
greater consideration could be received upon the issue or
sale of the same number of shares of another class, and
as otherwise permitted by law. Subject to the
requirements of applicable law, the Corporation shall
have the power to purchase any shares of any class of
stock herein or hereafter authorized from such persons,
and for such consideration, as the Board of Directors
shall from time to time, in its discretion, determine,
whether or not less consideration could be paid upon the
purchase of the same number of shares of another class,
and as otherwise permitted by law.
(c) Preferred Stock. The Board of Directors
is hereby expressly authorized to provide for the
issuance of all or any shares of the Preferred Stock in
one or more classes or series, and to fix for each such
class or series such voting powers, full or limited, or
no voting powers, and such designations, preferences and
relative, participating, optional or other special rights
and such qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of
Directors providing for the issuance of such class or
series, including, without limitation, the authority to
provide that any such class or series may be (i) subject
to redemption at such time or times and at such price or
prices; (ii) entitled to receive dividends (which may be
cumulative or non-cumulative) at such rates, on such
conditions, and at such times, and payable in preference
to, or in such relation to, the dividends payable on any
other class or classes or any other series; (iii)
entitled to such rights upon the dissolution of, or upon
any distribution of the assets of, the Corporation; or
(iv) convertible into, or exchangeable for, shares of any
other class or classes of stock, or of any other series
of the same or any other class or classes of stock, of
the Corporation at such price or prices or at such rates
of exchange and with such adjustments; all as may be
stated in such resolution or resolutions.
FIFTH: The following provisions are inserted for
the management of the business and the conduct of the
affairs of the Corporation, and for further definition,
limitation and regulation of the powers of the
Corporation and of its directors and stockholders:
(a) The business and affairs of the
Corporation shall be managed by or under the direction of
the Board of Directors.
(b) The number of directors of the Corporation
shall be as from time to time fixed by, or in the manner
provided in, the By-Laws of the Corporation. Election of
directors need not be by written ballot unless the By-
Laws so provide.
(c) The directors shall be divided into three
classes, designated Class I, Class II and Class III.
Each class shall consist, as nearly as may be possible,
of one-third of the total number of directors
constituting the entire Board of Directors. The initial
division of the Board of Directors into classes shall be
made by the decision of the affirmative vote of a
majority of the entire Board of Directors. The term of
the initial Class I directors shall terminate on the date
of the 1998 annual meeting; the term of the initial Class
II directors shall terminate on the date of the 1999
annual meeting; and the term of the initial Class III
directors shall terminate on the date of the 2000 annual
meeting. At each succeeding annual meeting of
stockholders beginning in 1998, successors to the class
of directors whose term expires at that annual meeting
shall be elected for a three-year term. If the number of
directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the
number of directors in each class as nearly equal as
possible, and any additional director of any class
elected to fill a vacancy resulting from an increase in
such class shall hold office for a term that shall
coincide with the remaining term of that class, but in no
case will a decrease in the number of directors shorten
the term of any incumbent director.
(d) A director shall hold office until the
annual meeting for the year in which his term expires and
until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation,
retirement, disqualification or removal from office.
(e) Subject to the terms of any one or more
classes or series of Preferred Stock, any vacancy on the
Board of Directors that results from an increase in the
number of directors may be filled by a majority of the
Board of Directors then in office, provided that a quorum
is present, and any other vacancy occurring on the Board
of Directors may be filled by a majority of the Board of
Directors then in office, even if less than a quorum, or
by a sole remaining director. Any director of any class
elected to fill a vacancy resulting from an increase in
the number of directors of such class shall hold office
for a term that shall coincide with the remaining term of
that class. Any director elected to fill a vacancy not
resulting from an increase in the number of directors
shall have the same remaining term as that of his
predecessor. Subject to the rights, if any, of the
holders of shares of Preferred Stock then outstanding,
any or all of the directors of the Corporation may be
removed from office at any time, but only for cause and
only by the affirmative vote of the holders of at least
eighty percent (80%) of the voting power of the
Corporation's then outstanding capital stock entitled to
vote generally in the election of directors.
Notwithstanding the foregoing, whenever the holders of
any one or more classes or series of Preferred Stock
issued by the Corporation shall have the right, voting
separately by class or series, to elect directors at an
annual or special meeting of stockholders, the election,
term of office, filling of vacancies and other features
of such directorships shall be governed by the terms of
this Amended and Restated Certificate of Incorporation
applicable thereto, and such directors so elected shall
not be divided into classes pursuant to this Article
FIFTH unless expressly provided by such terms.
(f) In addition to the powers and authority
hereinbefore or by statute expressly conferred upon them,
the directors are hereby empowered to exercise all such
powers and do all such acts and things as may be
exercised or done by the Corporation, subject,
nevertheless, to the provisions of the DGCL, this Amended
and Restated Certificate of Incorporation, and any By-
Laws adopted by the stockholders; provided, however, that
no By-Laws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would
have been valid if such By-Laws had not been adopted.
(g) The Corporation expressly elects not to be
governed by Section 203 of the DGCL.
SIXTH: No director shall be personally liable to
the Corporation or any of its stockholders for monetary
damages for breach of fiduciary duty as a director,
except to the extent such exemption from liability or
limitation thereof is not permitted under the DGCL as the
same exists or may hereafter be amended. If the DGCL is
amended hereafter to authorize the further elimination or
limitation of the liability of directors, then the
liability of a director of the Corporation shall be
eliminated or limited to the fullest extent authorized by
the DGCL, as so amended. Any repeal or modification of
this Article SIXTH by the stockholders of the Corporation
shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such
repeal or modification with respect to acts or omissions
occurring prior to such repeal or modification.
SEVENTH: The Corporation shall indemnify its
directors and officers to the fullest extent authorized
or permitted by law, as now or hereafter in effect, and
such right to indemnification shall continue as to a
person who has ceased to be a director or officer of the
Corporation and shall inure to the benefit of his heirs,
executors and personal and legal representatives;
provided, however, that, except for proceedings to
enforce rights to indemnification, the Corporation shall
not be obligated to indemnify any director or officer (or
his heirs, executors or personal or legal
representatives) in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding
(or part thereof) was authorized or consented to by the
Board of Directors. The right to indemnification
conferred by this Article SEVENTH shall include the right
to be paid by the Corporation the expenses incurred in
defending or otherwise participating in any proceeding in
advance of its final disposition.
The Corporation may, to the extent authorized
from time to time by the Board of Directors, provide
rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation
similar to those conferred in this Article SEVENTH to
directors and officers of the Corporation.
The rights to indemnification and to the
advance of expenses conferred in this Article SEVENTH
shall not be exclusive of any other right which any
person may have or hereafter acquire under this Amended
and Restated Certificate of Incorporation, the By-Laws of
the Corporation, any statute, agreement, vote of
stockholders or disinterested directors or otherwise.
Any repeal or modification of this Article
SEVENTH by the stockholders of the Corporation shall not
adversely affect any rights to indemnification and to the
advancement of expenses of a director or officer of the
Corporation existing at the time of such repeal or
modification with respect to any acts or omissions
occurring prior to such repeal or modification.
EIGHTH: Any action required or permitted to be
taken by the stockholders of the Corporation must be
effected at a duly called annual or special meeting of
stockholders of the Corporation, and the ability of the
stockholders to consent in writing to the taking of any
action is hereby specifically denied.
NINTH: Meetings of stockholders may be held within
or without the State of Delaware, as the By-Laws may
provide. The books of the Corporation may be kept
(subject to any provision contained in the DGCL) outside
the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or
in the By-Laws of the Corporation.
TENTH: In furtherance and not in limitation of the
powers conferred upon it by the laws of the State of
Delaware, the Board of Directors shall have the power to
adopt, amend, alter or repeal the Corporation's By-Laws.
The affirmative vote of at least a majority of the entire
Board of Directors shall be required to adopt, amend,
alter or repeal the Corporation's By-Laws. The
Corporation's By-Laws also may be adopted, amended,
altered or repealed by the affirmative vote of the
holders of at least eighty percent (80%) of the voting
power of the shares entitled to vote at an election of
directors.
ELEVENTH: The Corporation reserves the right to
amend, alter, change or repeal any provision contained in
this Amended and Restated Certificate of Incorporation in
the manner now or hereafter prescribed in this Amended
and Restated Certificate of Incorporation, the
Corporation's By-Laws or the DGCL, and all rights herein
conferred upon stockholders are granted subject to such
reservation; provided, however, that, notwithstanding any
other provision of this Amended and Restated Certificate
of Incorporation (and in addition to any other vote that
may be required by law), the affirmative vote of the
holders of at least eighty percent (80%) of the voting
power of the shares entitled to vote at an election of
directors shall be required to amend, alter, change or
repeal, or to adopt any provision as part of this Amended
and Restated Certificate of Incorporation inconsistent
with the purpose and intent of Articles FIFTH, EIGHTH and
TENTH of this Amended and Restated Certificate of
Incorporation or this Article ELEVENTH.
TWELFTH: This Amended and Restated Certificate of
Incorporation shall become effective on November 26, 1997
at 9:00 a.m.
IN WITNESS WHEREOF, the Corporation has caused
this Amended and Restated Certificate of Incorporation to
be executed and attested to on its behalf this 21st day
of November, 1997.
PRT GROUP INC.
By: /s/ Leonard P. Ciriello
Name: Leonard P. Ciriello
Title: Senior Vice President
and General Counsel