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EXHIBIT 3.4
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
CABLETRON SYSTEMS, INC.
Cabletron Systems, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
DOES HEREBY CERTIFY:
FIRST: That, pursuant to action taken at a meeting of the Board of
Directors of the Corporation held on March 17, 1995, the Board of Directors of
the Corporation has duly adopted the following resolutions setting forth a
proposed amendment to the Restated Certificate of Incorporation, as amended, of
the Corporation, declaring the advisability thereof and calling for submission
of the proposed amendment to the stockholders of the Corporation for their
approval and adoption:
RESOLVED: That the Restated Certificate of
Incorporation, as amended, of this Company
(the "Certificate") be amended so that the
first sentence of Article IV of the
Certificate read in its entirety as follows:
"The total number of shares of stock
that this Corporation shall have
authority to issue is Two Hundred
Forty Million (240,000,000) shares
of Common Stock, $.01 par value per
share, and Two Million (2,000,000)
shares of Preferred Stock, $1.00 par
value per share.";
that the directors deem such amendment to be
advisable; and that such amendment be
submitted to this Company's stockholders for
their consideration and approval at the next
Annual Meeting of Stockholders.
FURTHER
RESOLVED: That subject to the adoption of the
aforesaid Certificate by the Stockholders
of the Company, that appropriate officers
of the
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Company be, and each of them acting singly
is, hereby authorized in the name and on
behalf of the Company to execute,
acknowledge, and certify such Certificate,
such execution and acknowledgment to be
conclusive evidence of such approval, and to
file or cause to be filed the same in the
Office of the Secretary of State of the
State of Delaware.
SECOND: That the Annual Meeting of Stockholders of the Corporation was
duly called and subsequently held on July 6, 1995, 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 were voted
in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Cabletron Systems, Inc. has caused this Certificate
of Amendment to be signed by Craig R. Benson, its Chairman of the Board, and
Michael D. Myerow, its Secretary, this 6th day of July, 1995.
CABLETRON SYSTEMS, INC.
By: /s/ Craig R. Benson
-----------------------------------
Craig R. Benson
Chairman of the Board
Attest:
By: /s/ Michael D. Myerow
-----------------------------
Michael D. Myerow
Secretary
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