EX-3.1.14 15 dex3114.htm OCTEL COMMUNICATIONS LLC Octel Communications LLC

Exhibit 3.1.14

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STATE of DELAWARE

LIMITED LIABILITY COMPANY

 

 

AMENDED AND RESTATED

CERTIFICATE OF FORMATION

OF

OCTEL COMMUNICATIONS LLC

Pursuant to Title 6. Chapter 18, Section 208

of the Delaware Code

This Amended and Restated Certificate of Formation of Octel Communications LLC (the “Company”), a limited liability company organized and existing under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”), is being duly executed pursuant to Section 18-208 of the Act by Frank Mahr, as an authorized person, to amend and restate the Certificate of Formation of the Company, which was originally filed on May 10, 2001 under the name of Avaya Holdings Four, LLC.

The text of the Certificate of Formation of the Company is hereby amended and restated in its entirely to read as follows:

1. The name of the limited liability company is Octel Communications LLC.

2. The address of its registered office in the State of Delaware is 2711 Centreville Road, Suite 400, Wilmington, Delaware 19808. The name of its registered agent for service of process at such is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of the 5th day of October, 2007.

 

/s/ Frank Mahr

Name: Frank Mahr
Title: Vice President & Secretary


CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

AVAYA HOLDINGS FOUR, LLC

Avaya Holdings Four, LLC, a Delaware limited liability company (the “Company”), in order to amend its Certificate of Formation, hereby certifies as follows:

FIRST: The name of the Company is AVAYA HOLDINGS FOUR, LLC.

SECOND: The Company hereby amends its Certificate of Formation, effective as of September 30, 2001, as follows:

Paragraph 1. of the Certificate of Formation, relating to the name of the Company, is hereby amended to read as follows:

“1. The name of the limited liability company is Octel Communications LLC.”

THIRD: The amendment effected herein was authorized by the consent in writing, setting forth the action so taken, signed by the sole member of the Company pursuant to Sections 18-202 and 18-302 of the Delaware Limited Liability Company Act.

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IN WITNESS WHEREOF, the sole member of Avaya Holdings Four, LLC has caused this certificate to be signed by Christine Tettemer, its Assistant Secretary, on this 28th day of September, 2001.

 

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/s/ Christine Tettemer

   

Christine Tettemer

Assistant Secretary

   

 

LOGO    Sworn to and subscribed   
   before me this 28th day   
   of September, 2001   
  

 

/s/ Michele Costa

  
   Notary   
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CERTIFICATE OF FORMATION

OF

AVAYA HOLDINGS FOUR, LLC

This Certificate of Formation of AVAYA HOLDINGS FOUR, LLC is to be filed with the Secretary of State of the State of Delaware pursuant to the Delaware Limited Liability Company Act, Section 18-201.

1. The name of the limited liability company is AVAYA HOLDINGS FOUR, LLC

2. The duration of the limited liability company shall commence on the date the Certificate of Formation is filed in the office of the Secretary of State of Delaware and shall be perpetual.

3. The purpose for which the limited liability company is organized shall be any lawful purpose permitted pursuant to the Delaware Limited Liability Company Act (the “Act”).

4. The name and street and mailing address of the initial registered office and registered agent for the service of process of the limited liability company in the State of Delaware are as follows: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

5. The address of the office of the limited liability company where its records will be maintained as required by the Act is at the address of the registered agent in the State of Delaware set forth in item 4 above.

6. Management of the limited liability company is vested in its members.

7. There shall be no restriction upon the ability of a member to transfer an interest in the limited liability company. The rights of a member to admit new members and the terms and conditions of the admission shall be governed by the operating agreement.

8. The name and address of the initial member of the limited liability company is: AVAYA INC., 211 Mt. Alry road, Basking Ridge, New Jersey 07920.

Dated this 10th day of May 2001.

 

AVAYA INC.
By  

/s/ Justin Choi

  Justin Choi
  Authorized Person