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EXHIBIT 3.5
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
COVAD COMMUNICATIONS GROUP, INC.
-------------------------------
a Delaware corporation
Covad Communications Group, Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:
1. That the first paragraph of Article IV of the Certificate of
Incorporation of this corporation is amended to read in full as follows:
"ARTICLE IV
"The Corporation is authorized to issue two classes of shares to
be designated, respectively, "Common Stock" and "Preferred Stock." The
number of shares of Common Stock authorized to be issued is Six Hundred
Million (600,000,000), of which Ten Million (10,000,000) shares are hereby
designated as Class B Common Stock ("Class B Common"). The number of shares
of Preferred Stock authorized to be issued is Five Million (5,000,000). The
Common Stock and the Preferred Stock shall each have a par value of $.001
per share.
"The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article IV, to provide for the
issuance of the Preferred Stock in series and, by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish from
time to time the number of shares to be included in each such series, and
to fix the designation, powers, preferences and rights of the shares of
each such series and the qualifications, limitations or restrictions
thereof.
"The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following: (a) the
number of shares constituting that series and the distinctive designation
of that series; (b) the dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on shares
of that series; (c) whether that series shall have voting rights in
addition to the voting rights provided by law, and, if so, the terms of
such voting rights; (d) whether that series shall have conversion
privileges, and, if so, the terms and conditions of such conversion,
including provision for adjustment of the conversion rate in such events as
the Board of Directors shall determine; (e) whether or not the shares of
that series shall be redeemable and, if so, the terms and conditions of
such redemption, including the date or dates upon or after which they shall
be redeemable, and the amount per share payable in case of redemption,
which amount may vary under different conditions and at different
redemption dates; (f) whether that series shall have a sinking fund for the
redemption or Purchase of shares of that series and, if so, the terms and
amount of such sinking fund; (g) the rights of the shares of that series
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in the event of voluntary or involuntary liquidation, dissolution or
winding up of the Corporation and the relative rights of priority, if any,
of payment of shares of that series; and (h) any other relative or
participating rights, preferences and limitations of that series."
2. Said Amendment has been duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law, by
approval of the Board of Directors of the corporation and by the
affirmative vote of the holders of at least of a majority of the
outstanding stock entitled to vote.
IN WITNESS WHEREOF, COVAD COMMUNICATIONS GROUP, INC. has caused this
Certificate of Amendment of Certificate of Incorporation to be signed by its
duly authorized officer this ______ day of July, 2000.
COVAD COMMUNICATIONS GROUP, INC.
By ____________________________________
Timothy Laehy, Executive Vice President
and Chief Financial Officer
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