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Exhibit 99.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF PEAPOD, INC.
Peapod, Inc. (the "Corporation") a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify that:
FIRST: The Board of Directors of the Corporation, by unanimous
written consent, duly adopted a resolution proposing and approving the following
amendments to the Restated Certificate of Incorporation of the Corporation and
directing that it be submitted to the stockholders of the Corporation at the
annual meeting of the stockholders to consider and adopt the same:
1. The first paragraph of Article FOURTH is hereby amended and
restated in its entirety to read as follows:
"The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 110,000,000, of which
100,000,000 shares shall be Common Stock with a par value of $.01 per
share (the "Common Stock") and of which 10,000,000 shares shall be
Preferred Stock with a par value of $.01 per share, issuable in series
(the "Preferred Stock");"
2. The second and third paragraphs of Article FOURTH are hereby
deleted in their entirety.
3. Subsection 1 of Article FOURTH Section (B) is hereby amended and
restated in its entirety to read as follows:
"1. Authorization. The Board of Directors of the Corporation is
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authorized to issue the Preferred Stock in one or more series at such
time or times and for such consideration or considerations as the
Board of Directors may determine. Each series shall be so designated
as to distinguish the shares thereof from the shares of all other
series and classes. Except as otherwise provided in this Restated
Certificate of Incorporation or in any Certificate of Designation (as
defined below), different series of Preferred Stock shall not be
construed to constitute different classes of shares for the purpose of
voting by classes."
4. Subsections 3 (Liquidation, Dissolution or Winding Up) and
Subsection 4 (Voting Rights) of Article FOURTH Section (B) are hereby deleted in
their entirety.
SECOND: Pursuant to a resolution of the Board of Directors, at the
annual meeting of stockholders of the Corporation duly called and held on June
30, 2000, upon notice in accordance with Section 222 of the General Corporation
Law of the State of Delaware, at which meeting the necessary number of the
outstanding shares of common stock of the Corporation
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entitled to vote on such amendment by the General Corporation Law of the State
of Delaware and the Restated Certificate of Corporation were voted in favor of
such amendment.
THIRD: The amendments to the Restated Certificate of Incorporation
were duly adopted in accordance with the provisions of the General Corporation
Law of the State of Delaware, including Section 242.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed this 30/th/ day of June, 2000 by Andrew Parkinson, its
Chairman, and attested to by Dan Rabinowitz, its Secretary, who hereby
acknowledge their signatures as the act and deed of this Corporation.
By:/s/Andrew B. Parkinson
Its: Chairman
Attest:
By:/s/Dan Rabinowitz
Its: Secretary
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