EX-3.1
from 10-K
3 pages
Amended and Restated Certificate of Incorpoation of Ambase Corporation First: The Name of the Corporation (Hereinafter Called the "Company") Is Ambase Corporation. Second: The Registered Office of the Company Is to Be Located at 1209 Orange Street, in the City of Wilmington, in the County of New Castle, in the State of Delaware. the Name of Its Registered Agent at That Address Is the Corporation Trust Company. Third: The Purpose of the Company Is to Engage in Any Lawful Act or Activity for Which Corporations May Be Organized Under the General Corporation Law of Delaware. Fourth: The Total Number of Shares of All Classes of Stock Which the Company Is Authorized to Issue Is 105,000,000. All Such Shares Are to Have a Par Value and Are Classified as 20,000,000 Shares of Cumulative Preferred Stock, Each Share of Such Class Having a Par Value of $0.01 and 85,000,000 Shares of Common Stock, Each Share of Such Class Having a Par Value of $0.01. the Designations and the Powers, Preferences and Rights, and the Qualifications, Limitations or Restrictions of the Cumulative Preferred Stock and Common Stock of the Company Are Set Forth in the Following Provisions: Section A: Provisions Relating to Cumulative Preferred Stock I. the Cumulative Preferred Stock May Be Issued From Time to Time in One or More Series, the Shares of Each Series to Have Such Designations and Powers, Preferences and Rights, and Qualifications, Limitations and Restrictions Thereof, as Are Stated and Expressed Herein and in the Resolution or Resolutions Providing for the Issue of Such Series Adopted by the Board of Directors as Hereafter Provided
12/34/56
