EX-3.(VI)
from 10-K
1 page
<page> 3 (VI) Second Certificate of Amendment to Certificate of Designation of Preferred Stock of Clean Diesel Technologies, Inc. Clean Diesel Technologies, Inc. (The "Company"), a Corporation Organized and Existing Under the General Corporation Law of the State of Delaware, Does Hereby Certify as Follows: First: That in Accordance With the Requirements of Sections 141 and 242 of the General Corporation Law of the State of Delaware, the Board of Directors of the Company Duly Adopted a Resolution Proposing and Declaring Advisable That (I) the Second Sentence of Section 1(a) of the Certificate of Designation, as Amended (The "Certificate"), for the Company's Series a Convertible Preferred Stock (The "Stock") Be Amended to Provide as Follows: "The Number of Shares of This Series Shall Be 15,000 Registered Shares, Par Value $0.05 Per Share" and (II) Such Amendment Be Recommended to the Holders of the Stock and Be Submitted to Such Holders for Their Consent and Approval. Second: That Thereafter, Pursuant to a Resolution of the Board of Directors of the Company, the Holders of the Stock, in Accordance With Sections 228 and 229 of the General Corporation Law of the State of Delaware, on August 20, 1999 Duly Consented to and Approved the Aforesaid Amendment of the Certificate. in Witness Whereof, the Company Has Caused This Second Amendment to Certificate of Designation of Preferred Stock to Be Duly Executed and Acknowledged in Accordance With Section 103 of the General Corporation Law of the Sate of Delaware on This 23rd Day of August 1999. Clean Diesel Technologies, Inc. By: /S/ Charles W. Grinnell Director, Vice President, and Corporate Secretary 33
12/34/56
EX-3.(II)
from 10-K
1 page
<page> 3 (II) Certificate of Amendment of the Certificate of Incorporation of Clean Diesel Technologies, Inc. the Undersigned Does Hereby Certify That Clean Diesel Technologies, Inc., a Corporation Organized and Existing Under the General Corporation Law of the State of Delaware (The "Corporation"), Has Duly Adopted the Following Amendment of Article 4 of Its Certificate of Incorporation in Accordance With the Provisions of Ss. 242 of the Delaware General Corporation Law: Article 4 of the Certificate of Incorporation of the Corporation Be, and It Hereby Is, Amended by Revoking in Its Entirety the First Paragraph of Said Article 4 and the Following Being, and It Hereby Is, Substituted in Its Place as Follows: "4. the Corporation Shall Have Authority to Issue the Total Number of Fifteen Million One Hundred Thousand (15,100,000) Shares of the Par Value of $0.05 Per Share, Amounting in the Aggregate to Seven Hundred Fifty Five Thousand Dollars ($755,000) and of Such Shares Fifteen Million (15,000,000) Shall Be Designated as Common Stock and One Hundred Thousand ($100,000) Shall Be Designated as Preferred Stock." in Witness Whereof, the Corporation Has Issued This Certificate of Amendment of Certificate of Incorporation to Be Signed by Its Secretary, Charles W. Grinnell, This 17th Day of June 1998. Clean Diesel Technologies, Inc. By: /S/ Charles W. Grinnell Director, Vice President, and Corporate Secretary 32
12/34/56