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Exhibit 3.5
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "LEXENT INC.", FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF MARCH, A.D.
2000, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[SEAL OF THE /s/ Edward J. Freel
SECRETARY OF STATE
OF DELAWARE] --------------------------
Edward J. Freel, Secretary of State
2850935 8100 AUTHENTICATION: 0347225
001158617 DATE: 03-29-00
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/28/2000
001158617 -- 2850935
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
LEXENT INC.
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Under Sections 228 and 242 of the
General Corporation Law of
the State of Delaware
----------------------------
It is HEREBY CERTIFIED that
1. The name of the corporation (hereinafter called the "Corporation") is
Lexent Inc
2. The amended and restated certificate of incorporation of the
Corporation is hereby amended by striking out the first paragraph of the
preamble of Article III thereof and by substituting in lieu of said paragraph,
the following new paragraphs:
"The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 100,000,000, consisting of (a)
94,461,542 shares of Common Stock, par value $.001 per share ("Common
Stock"), and (b) 5,538,458 shares of Preferred Stock, par value $.001 per
share ("Preferred Stock"), consisting of 5,538,458 shares of Series A
Convertible Preferred Stock, par value $.001 per share ("Series A Preferred
Stock").
Upon amendment of this Article as herein set forth (the "Effective
Date"), each share of Common Stock issued and outstanding on the Effective
Date (the "Old Common Stock") shall be converted into three (3) shares of
Common Stock (the "New Common Stock"). A holder of shares of Old Common
Stock shall be entitled to receive upon surrender of the certificates
representing such Old Common Stock (the "Old Certificates," whether one or
more) to the Company for cancellation, a certificate or certificates (the
"New Certificates," whether one or more) representing the number of shares
of the New Common Stock into which and for which the shares of the Old
Common Stock formerly represented by such Old Certificates so surrendered,
are reclassified under the terms hereof. From and after the
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Effective Date, Old Certificates shall represent only the right to receive
New Certificates pursuant to the provisions hereof."
4. The amendment of the certificate of incorporation herein certified
has been duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.
Signed on March 28, 2000
/s/ KEVIN M. O'KANE
----------------------------
Kevin M. O'Kane
Chief Operating Officer
