Exhibit 3.6
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF OBJECT DESIGN, INC.
Object Design, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That by unanimous written consent of the Board of Directors of
said corporation resolutions were duly adopted proposing and
declaring advisable that the Amended and Restated Certificate
of Incorporation of said corporation (the "Certificate of
Incorporation") be amended and that such amendment be
submitted to the stockholders of the Corporation for their
consideration, as follows:
RESOLVED: That the Board of Directors hereby resolves and
declares it advisable that the Amended and Restated
Certificate of Incorporation of the Corporation
("Certificate of Incorporation") be further amended
by deleting the old Article First and inserting a new
Article First in its stead which shall be and read as
follows in its entirety:
FIRST: The name of the corporation (the
"Corporation") is eXcelon Corporation.
RESOLVED: That the foregoing proposed amendment of the
Corporation's Certificate of Incorporation be
submitted for consideration of the stockholders.
RESOLVED: That following the stockholders' approval of such
amendment as required by law, the officers of the
Corporation be, and they hereby are, and each of them
acting singly hereby is, authorized, for and on
behalf of the Corporation and in its name, (a) to
execute and file with the Secretary of State of the
State of Delaware a Certificate of Amendment of
Certificate of Incorporation of the Corporation
setting forth such amendment in the form approved by
the stockholders and (b) to take any and all other
actions necessary or appropriate to give effect to
such amendment.
SECOND: That thereafter, a meeting of the stockholders of the
Corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of
the State of Delaware, at which meeting the necessary number
of shares as required by statute and the Certificate of
Incorporation of the Corporation were voted in favor of the
aforesaid amendment.
THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General
Corporation Law of the State of Delaware.
FOURTH: That the aforesaid amendment shall become effective at 12:01
a.m. on January 31, 2000.
<PAGE>
IN WITNESS WHEREOF, said Object Design, Inc. has caused this
certificate to be signed by Robert N. Goldman, its Chairman and President, this
27th day of January, 2000.
OBJECT DESIGN, INC.
By: /s/ Robert N. Goldman
-------------------------------
Its President
