Certificate of Elimination of Series C Convertible Preferred Stock by Navidea Biopharmaceuticals, Inc.
Navidea Biopharmaceuticals, Inc. has filed a Certificate of Elimination to officially remove all references to its Series C Convertible Preferred Stock from its Amended and Restated Certificate of Incorporation. The company confirms that no shares of this series are outstanding or will be issued. This action was authorized by the Board of Directors and executed in accordance with Delaware law, effectively amending the company's charter to reflect the elimination of this class of stock.
Exhibit 4.2
CERTIFICATE OF ELIMINATION
OF
NAVIDEA BIOPHARMACEUTICALS, INC.
Navidea Biopharmaceuticals, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Navidea Biopharmaceuticals, Inc. has duly adopted a resolution authorizing the President and/or Secretary of the corporation to execute and file with the Secretary of State of Delaware a Certificate of Elimination which will have the effect of eliminating from the Company’s Amended and Restated Certificate of Incorporation all reference to the series of preferred stock designated as the “Series C Convertible Preferred Stock.”
SECOND: None of the authorized shares of the Series C Convertible Preferred Stock are outstanding and none will be issued.
THIRD: In accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Restated Certificate of Incorporation is hereby amended to eliminate all reference to the Series C Convertible Preferred Stock.
IN WITNESS WHEREOF, said Navidea Biopharmaceuticals, Inc. has caused this Certificate of Elimination to be signed by Brent L. Larson, its Secretary, this 21st day of June, 2013.
NAVIDEA BIOPHARMACEUTICALS, INC. | |||
By: | /s/ Brent L. Larson | ||
Brent L. Larson | |||
Its: Secretary |