50
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CERTIFICATE OF RETIREMENT
OF
1,556,713 SHARES OF CLASS B COMMON STOCK
OF HYATT HOTELS CORPORATION
Pursuant to Section 243(b)
of the General Corporation Law of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:
1. 1,556,713 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 1,556,713 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.
2. The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3. The Board of Directors of the Corporation has adopted resolutions
retiring the 1,556,713 shares of Class B Common Stock that converted into 1,556,713 shares of Class A Common Stock.
4. Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,556,713 shares, such that the total number of authorized shares of the Corporation shall be 1,457,428,754, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 447,428,754 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.
Signature page follows.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 12th day of February, 2013.
HYATT HOTELS CORPORATION
By: /s/ Rena Hozore Reiss Rena Hozore Reiss
Executive Vice President, General Counsel and Secretary
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CERTIFICATE OF RETIREMENTOF
1,498,019 SHARES OF CLASS B COMMON STOCKOF
HYATT HOTELS CORPORATION
Pursuant to Section 243(b)of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under thelaws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:
1. 1,498,019 outstanding shares of Class B Common Stock, parvalue $0.01 per share (“Class B Common Stock”), of the Corporation have beenconverted into 1,498,019 shares of Class A Common Stock, par value $0.01 per share(“Class A Common Stock”), of the Corporation.
2. The Amended and Restated Certificate of Incorporation of theCorporation filed with the Secretary of State of the State of Delaware on November 4,2009, as amended, provides that any shares of Class B Common Stock which areconverted into shares of Class A Common Stock shall be retired and may not be reissuedby the Corporation.
3. The Board of Directors of the Corporation has adopted resolutionsretiring the 1,498,019 shares of Class B Common Stock that converted into 1,498,019shares of Class A Common Stock.
4. Accordingly, pursuant to the provisions of Section 243(b) of theGeneral Corporation Law of the State of Delaware, upon the filing of this Certificate ofRetirement the Certificate of Incorporation of the Corporation shall be amended so as toreduce the total authorized number of shares of the capital stock of the Corporation by1,498,019 shares, such that the total number of authorized shares of the Corporationshall be 1,455,930,735, such shares consisting of 1,000,000,000 shares designated ClassA Common Stock, 445,930,735 shares designated Class B Common Stock, and10,000,000 shares designated Preferred Stock, par value $0.01 per share.
Signature page follows.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate ofRetirement to be signed by its duly authorized officer, this 10th day of May, 2013.
HYATT HOTELS CORPORATION
By: /s/ Rena Hozore Reiss____________Rena Hozore ReissExecutive Vice President, GeneralCounsel and Secretary
Exhibit 3.1
CERTIFICATE OF RETIREMENT OF
295,072 SHARES OF CLASS B COMMON STOCK OF
HYATT HOTELS CORPORATION
Pursuant to Section 243(b) of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:
1. 295,072 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 295,072 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.
2. The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3. The Board of Directors of the Corporation has adopted resolutions retiring the 295,072 shares of Class B Common Stock that converted into 295,072 shares of Class A Common Stock.
4. Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 295,072 shares, such that the total number of authorized shares of the Corporation shall be 1,455,635,663, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 445,635,663 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.
Signature page follows.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 30 day of May, 2013.
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HYATT HOTELS CORPORATION
By: /s/ Rena Hozore Reiss
Rena Hozore Reiss Executive Vice President, General Counsel and Secretary
th
CERTIFICATE OF RETIREMENT OF
1,113,788 SHARES OF CLASS B COMMON STOCK OF
HYATT HOTELS CORPORATION Pursuant to Section 243(b)
of the General Corporation Law of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:
1. 1,113,788 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 1,113,788 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.
2. The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3. The Board of Directors of the Corporation has adopted resolutions retiring the 1,113,788 shares of Class B Common Stock that converted into 1,113,788 shares of Class A Common Stock.
Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,113,788 shares, such that the total number of authorized shares of the Corporation shall be 1,454,521,875, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 444,521,875 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.
Signature page follows.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 13th day of June, 2013.
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HYATT HOTELS CORPORATION
By: /s/ Rena Hozore Reiss Rena Hozore Reiss
Executive Vice President, General Counsel and Secretary
CERTIFICATE OF RETIREMENT OF
1,122,000 SHARES OF CLASS B COMMON STOCK OF
HYATT HOTELS CORPORATION
Pursuant to Section 243(b) of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:
1. 1,122,000 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 1,122,000 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.
2. The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3. The Board of Directors of the Corporation has adopted resolutions retiring the 1,122,000 shares of Class B Common Stock that converted into 1,122,000 shares of Class A Common Stock.
4. Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,122,000 shares, such that the total number of authorized shares of the Corporation shall be 1,453,399,875, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 443,399,875 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.
Signature page follows.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 5th day of November, 2014.
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HYATT HOTELS CORPORATION
By: /s/ Rena Hozore Reiss
Rena Hozore ReissExecutive Vice President, General
Counsel and Secretary
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CERTIFICATE OF RETIREMENT OF
750,000 SHARES OF CLASS B COMMON STOCK OF
HYATT HOTELS CORPORATION
Pursuant to Section 243(b) of the General Corporation Law
of the State of Delaware Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:
1. 750,000 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 750,000 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.
2. The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3. The Board of Directors of the Corporation has adopted resolutions
retiring the 750,000 shares of Class B Common Stock that converted into 750,000 shares of Class A Common Stock.
4. Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 750,000 shares, such that the total number of authorized shares of the Corporation shall be 1,452,649,875, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 442,649,875 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.
Signature page follows.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 25th day of February, 2015.
HYATT HOTELS CORPORATION
By: /s/ Rena Hozore Reiss Name: Rena Hozore Reiss Title: Executive Vice President, General Counsel and Secretary
CERTIFICATE OF RETIREMENT OF
1,026,501 SHARES OF CLASS B COMMON STOCK OF
HYATT HOTELS CORPORATION
Pursuant to Section 243(b) of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:
1. 1,026,501 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of theCorporation have been converted into 1,026,501 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.
2. The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State ofDelaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3. The Board of Directors of the Corporation has adopted resolutions retiring the 1,026,501 shares of Class B Common Stockthat converted into 1,026,501 shares of Class A Common Stock.
4. Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon thefiling of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,026,501 shares, such that the total number of authorized shares of the Corporation shall be 1,451,623,374, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 441,623,374 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.
Signature page follows.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 13th day of May, 2015.
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HYATT HOTELS CORPORATION
By:/s/ Rena Hozore Reiss Name: Rena Hozore ReissTitle: Executive Vice President, General
Counsel and Secretary
