EXHIBIT 3.7
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF
AXIOHM IPB, INC.
The undersigned being the President of and on behalf of Axiohm IPB, Inc., a Delaware corporation (the "Corporation"), DOES HEREBY CERTIFY:
1. The name of the corporation (the "Company") is Axiohm IPB, Inc.
2. The Certificate of Incorporation of the Company is hereby amended such
that Article FOURTH shall read, in its entirety, as follows:
"FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 4,000 shares,
all with a par value of One Cent ($.01) per share, of which 3,000
shares shall be designated as Common Stock and 1,000 shares shall be
designated as Preferred Stock. Insofar as not inconsistent with the
provisions of this Certificate of Incorporation or the General
Corporation Law of Delaware:
a. The Preferred Stock may be issued from time to time in one
or more series. All shares of Preferred Stock shall be identical and
of equal rank except in respect to the particulars that may be fixed
by the Board of Directors as provided herein, and all shares of each
series of Preferred Stock shall be identical and of equal rank except
as to the time from which cumulative dividends, if any, thereof shall
be cumulative.
b. Subject to the limitations set forth herein and any
limitations prescribed by law, the Board of Directors is expressly
authorized, prior to issuance of any series of Preferred Stock, to fix
by resolution or resolutions providing for the issue of any series the
number of shares included in such series and the designation, relative
powers, preferences and rights, and the qualifications, limitations or
restrictions of such series. Pursuant to the foregoing general
authority vested in the Board of Directors, but not in ...
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