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EXHIBIT 3.5
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:30 PM 03/06/1995
950049638 - 2202214
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CXR CORPORATION
The following amendment to the Certificate of Incorporation was adopted
by the stockholders of the Corporation as follows:
FIRST: The name of the corporation is:
CXR Corporation
SECOND: The corporation hereby amends its Certificate of Incorporation
as follows:
Paragraph FIRST of the Certificate of Incorporation, relating to the
corporate title of the corporation, is hereby amended to read as follows:
"FIRST: The name of the corporation is:
MicroTel International Inc.
Paragraph FOURTH of the Certificate of Incorporation, relating to the
capital stock of the Corporation, including the creation of a class of
Preferred stock, is hereby amended to read as follows:
"FOURTH: The aggregate number of shares of all classes of capital
stock which the Company has the authority to issue is Thirty Million
(30,000,000), which is divided into two classes as follows:
Twenty-Five Million (25,000,000) shares of Common Stock (Common
Stock) with a par value of 1/3 cent per share, and
Five Million (5,000,000) shares of Preferred Stock (Preferred
Stock) with a par value of $.01 per share.
The designations, voting powers, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions of the Preferred Stock is as follows:
(1) ISSUANCE OF SERIES.
Shares of Preferred Stock may be issued in one or more series at such
time or times, and for such consideration or considerations as the Board of
Directors may determine. All
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shares of any one series of Preferred Stock will be identical
with each other in all respects, except that shares of one series issued at
different times may differ as to dates from which dividends thereon may be
cumulative. All series will rank equally and be identical in all respects,
except as permitted by the following provisions of paragraph 2 of this
Article FOURTH.
(2) AUTHORITY OF THE BOARD WITH RESPECT TO SERIES.
The Board of Directors is authorized, at any time and from time to
time, to provide for the issuance of the shares of Preferred Stock in one or
more series with such designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or
restrictions thereof as are stated and expressed in the resolution or
resolutions providing for the issue thereof adopted by the Board of
Directors, and as are not stated and expressed in this Certificate of
Incorporation or any amendment hereto including, but not limited to,
determination of any of the following:
(i) The number of shares constituting that series and the
distinctive designation of that series;
(ii) The dividend rate or rates on the shares of that series,
whether dividends shall be cumulative, and, if so, from which date or dates,
the payment date or dates for dividends and the relative rights of priority, if
any, of payment of dividends on shares of that series;
(iii) 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;
(iv) 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;
(v) 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 date 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;
(vi) Whether that series shall have a sinking or retirement fund
for the redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking or retirement fund;
(vii) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the Company,
and the relative rights of priority, if any, of payment of shares of that
series;
(viii) Any other preferences, privileges and powers, and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions of series, as the Board of Directors may deem advisable and are
not inconsistent with the provisions of this Certificate of Incorporation.
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(3) DIVIDENDS.
Dividends on outstanding shares of Preferred Stock shall be
paid or declared and set a part for payment in accordance with their
respective preferential and relative rights before any dividends shall be
paid or declared and set apart for payment on the outstanding shares of
Common Stock with respect to the same dividend period.
(4) LIQUIDATION.
If upon any voluntary or involuntary liquidation, dissolution
or winding up of the Company, the assets available for distribution to
holders of shares of Preferred Stock of all series shall be insufficient to
pay such holders the full preferential amount to which they are entitled,
then such assets shall be distributed ratably among the shares of all series
of Preferred Stock in accordance with the respective preferential and
relative amounts (including unpaid cumulative dividends, if any) payable with
respect thereto.
(5) REACQUIRED SHARES.
Shares of Preferred Stock which have been issued and reacquired
in any manner by the Company (excluding, until the Company elects to retire
them, shares which are held as treasury shares but including shares redeemed,
shares purchased and retired, and shares which have been converted into
shares of Common Stock) will have the status of authorized and unissued
shares of Preferred Stock and may be reissued.
(6) VOTING RIGHTS.
Shares of Preferred Stock shall each have the number of votes
provided in the resolution or resolutions of the Board of Directors creating
any series of Preferred Stock, or as otherwise required by law. Unless and
except to the extent otherwise required by law or provided in the resolution
or resolutions of the Board of Directors creating any series of Preferred
Stock, the holders of the Preferred Stock shall have no voting power with
respect to any matter whatsoever.
THIRD: This Certificate of Amendment has been duly adopted in
accordance with the provisions of Section 241 of the General Corporation Law
of the State of Delaware.
FOURTH: The corporation has not received any payment for any of its
stock.
IN WITNESS WHEREOF, I hereunto sign my name and affirm that the
statements made herein are true under the penalties of perjury, this day of
March 1, 1995.
/S/Daniel Dror
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Daniel Dror, Chief Executive Officer
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