Take Two Interactive Software Inc – ‘10-K’ for 10/31/03 – EX-3.1.2

On:  Thursday, 2/12/04, at 5:24pm ET   ·   For:  10/31/03   ·   Accession #:  1125282-4-439   ·   File #:  0-29230

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         88    440K 
 2: EX-3.1      Restated Certificate of Incorporation                  9     40K 
 3: EX-3.1.1    Certificate of Designation                            10     23K 
 4: EX-3.1.2    Cert of Amendment of Certificate of Incorporation      2      8K 
 5: EX-3.1.3    Cert of Amendment of Certificate of Incorporation      1      7K 
 6: EX-10.10    Amendment to Lapin Employment Agreement                1      9K 
 7: EX-21.1     Subsidiaries of the Company                            2±    11K 
 8: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1      7K 
 9: EX-31.1     Certification of CEO Pursuant to Section 302           2±    11K 
10: EX-31.2     Certification of CFO Pursuant to Section 302           2±    11K 
11: EX-32.1     Certification of CEO Pursuant to Section 906           1      7K 
12: EX-32.2     Certification of CFO Pursuant to Section 906           1      7K 

EX-3.1.2   —   Cert of Amendment of Certificate of Incorporation

EX-3.1.2
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                                                                   Exhibit 3.1.2

CERTIFICATE OF AMENDMENT OF 

RESTATED CERTIFICATE OF INCORPORATION 

OF

TAKE-TWO INTERACTIVE SOFTWARE, INC. 

FIRST:    The name of the Corporation is:               

TAKE-TWO INTERACTIVE SOFTWARE, INC. 

           SECOND:  Section 8.1 of Article VIII of the Restated Certificate of
Incorporation, which refers to the authorized shares of the corporation, is     
hereby deleted in its entirety and a new Section 8.1 is substituted in lieu     
thereof to read as follows:                                                     

           "Section 8.1. The total number of shares of capital stock which the
Corporation shall have authority to issue is Fifty Five Million 
     (55,000,000) shares, of which Fifty Million (50,000,000) shares shall
       be Common Stock, par value $.01 per share, and Five Million (5,000,000)
   shares shall be Preferred Stock, par value $.01 per share, of which
  1,850,000 shares have been designated as Series A Preferred Stock.
Previously issued 317 shares of Class A Redeemable, Non-voting  
 Preferred Stock have been redeemed and are no longer outstanding.
      Previously issued 17,500 shares of Class B Convertible Preferred Stock
were converted into Common Stock and are no longer outstanding. 

EX-3.1.2
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          The Preferred Stock may be issued from time to time in one or more
     series. The Board of Directors of the Corporation is hereby expressly
      authorized to provide, by resolution or resolutions duly adopted by it
      prior to issuance, for the creation of each such series and to fix the
designation and the powers, preferences, rights, qualifications,
limitations and restrictions relating to the shares of each such
series."                                                        

       THIRD:    The amendment to the Certificate of Incorporation has
been duly adopted by the Board of Directors and approved by the Stockholders    
of the Corporation in accordance with the provisions of Section 242 of the      
General Corporation Law of the State of Delaware.                               

        IN WITNESS WHEREOF, this Certificate has been executed this 30th
day of April 1998, by the undersigned, who affirms that the statements made     
herein are true under penalties of perjury.                                     

                               TAKE-TWO INTERACTIVE SOFTWARE, INC.

                 By: /s/ Ryan A. Brant
                                    ________________________________________
         Ryan A. Brant
                   Chief Executive Officer

2 

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/26/23  Take-Two Interactive Software Inc 10-K        3/31/23  117:16M                                    Workiva Inc Wde… FA01/FA
 5/17/22  Take-Two Interactive Software Inc 10-K        3/31/22  112:14M                                    Workiva Inc Wde… FA01/FA
 4/06/22  Take-Two Interactive Software Inc S-3ASR      4/06/22    7:669K                                   Donnelley … Solutions/FA
 4/06/22  Take-Two Interactive Software Inc S-4/A                 10:4.5M                                   Donnelley … Solutions/FA
 3/14/22  Take-Two Interactive Software Inc S-4         3/11/22   11:3.7M                                   Donnelley … Solutions/FA
 5/19/21  Take-Two Interactive Software Inc 10-K        3/31/21  110:13M                                    Workiva Inc Wde… FA01/FA