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Exhibit 3.5
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 April 27, 2000, 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 Four Hundred
Fifty Million (450,000,000) 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 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 11, 2000, upon notice in accordance
with Section 222 of the
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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 Eric Jaeger, its Executive Vice President, this 4th
day of August, 2000.
CABLETRON SYSTEMS, INC.
By: /s/ Eric Jaeger
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Eric Jaeger
Executive Vice President
