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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
THE TRIZETTO GROUP, INC.,
A DELAWARE CORPORATION
THE TRIZETTO GROUP, INC., a Delaware corporation organized and existing
under and by virtue of the Delaware General Corporation Law (the "Corporation"),
does hereby certify:
FIRST: The Board of Directors of the Corporation, by unanimous written
consent, duly adopted resolutions proposing and declaring advisable the
following amendment to the Amended and Restated Certificate of Incorporation of
the Corporation, directing that said amendment be submitted to the stockholders
of the Corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that first paragraph of Article 4 of the Amended and
Restated Certificate of Incorporation is hereby amended to read in full
as follows:
ARTICLE 4
The Corporation is authorized to issue two classes of shares to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares which the Corporation shall have authority to issue is 100,000,000
shares. The total number of share of Common Stock which the Corporation shall
have authority to issue is 95,000,000 shares, $0.001 par value per share. The
total number of shares of Preferred Stock which the Corporation shall have
authority to issue is 5,000,000 shares, $0.001 par value per share. The
Preferred Stock may be issued from time to time, in one or more series, each
series to be appropriately designated by a distinguishing letter or title, prior
to the issue of any shares thereof.
SECOND: That thereafter, the holders of the necessary number of shares
of capital stock of the Corporation voted in favor of the foregoing amendment in
accordance with the provisions of Section 211 of the Delaware General
Corporation Law.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, THE TRIZETTO GROUP, INC., has caused this
Certificate of Amendment to be signed by its duly authorized President and Chief
Executive Officer, Jeffrey H. Margolis, this 3rd day of October, 2000.
/s/ Jeffrey H. Margolis
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Jeffrey H. Margolis, President
and Chief Executive Officer
