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CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED,
OF
CARIBINER INTERNATIONAL, INC.
(Under Section 242 of the Delaware General Corporation Law)
Pursuant to the provisions of Section 242 of the General Corporation Law
of the State of Delaware (the "DGCL"), Caribiner International, Inc. (the
"Corporation") hereby certifies as follows:
FIRST: The name of the Corporation is CARIBINER INTERNATIONAL, INC. The
Corporation's original Certificate of Incorporation was filed with the secretary
of State on December 1, 1989, under the name Ingleby Enterprises Inc. An
amendment to the original Certificate of Incorporation was filed with the
Secretary of State on December 29, 1992, to change the Corporation's name to
Business Communications Group, Inc. A Restated Certificate of Incorporation was
filed with the Secretary of State on July 2, 1993, under the name Business
Communications Group, Inc. An amendment to the Restated Certificate of
Incorporation was filed with the Secretary of State on December 12, 1995, to
change the Corporation's name to its present name. A second Restated Certificate
of Incorporation was filed with the Secretary of State on March 15, 1996, to
restate, integrate and further amend the Restated Certificate of Incorporation.
An amendment to the second Restated Certificate of Incorporation was filed with
the Secretary of State on March 30, 1998, under the Corporation's present name.
SECOND: The Board of Directors of the Corporation, at a meeting duly
called and held in accordance with the Third Amended and Restated Bylaws of the
Corporation and Section 141 of the DGCL, duly adopted resolutions proposing and
declaring advisable the amendment to the Restated Certificate of Incorporation,
as amended.
THIRD: The Restated Certificate of Incorporation, as amended or
supplemented heretofore, is hereby further amended as follows:
Article FIRST of the Restated Certificate of Incorporation, as amended, is
hereby deleted in its entirety and the following is substituted in lieu
thereof:
"FIRST: The name of the Corporation is:
AUDIO VISUAL SERVICES CORPORATION."
FOURTH: The foregoing amendment to the Restated Certificate of
Incorporation, as amended, was duly adopted in accordance with the provisions of
Section 242 of the DGCL pursuant to a duly adopted resolution of the Board of
Directors of the Corporation, and an annual meeting of the stockholders of the
Corporation was
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duly called and held, upon notice in accordance with Section 222 of the DGCL, at
which meeting a majority of the outstanding stock entitled to vote thereon was
voted in favor of the amendment.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Robert K. Ellis, its Chairman and Chief Executive
Officer, and attested by Harold E. Schwartz, its Secretary, as of this 28th day
of June, 2000.
CARIBINER INTERNATIONAL, INC.
By: /s/ Robert K. Ellis
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Robert K. Ellis
Chairman of the Board and Chief
Executive Officer
ATTEST:
By: /s/ Harold E. Schwartz
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Harold E. Schwartz
Secretary
