EX-4.3 Certificate of Elimination



 






Exhibit 4.3




CERTIFICATE OF ELIMINATION

OF

SERIES A CONVERTIBLE PREFERRED STOCK

OF

NEW HORIZONS WORLDWIDE, INC.




 






Pursuant to Section 151(g)of the

General Corporation Law of the State of Delaware




 






          New Horizons Worldwide, Inc., a corporation organized and existing under the laws of the State
of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General
Corporation Law of the State of Delaware, hereby certifies as follows:



          1. That, pursuant to Section 151 of the General Corporation Law of the State of Delaware and
the authority granted in the Restated Certificate of Incorporation of the Company, (“Certificate of
Incorporation”) the Board of Directors of the Company, by resolution duly adopted, authorized the
issuance of a series of two million shares of Series A Convertible Preferred Stock, without par
value, and established the powers, designations, preferences and relative, participating and other
rights, and the qualifications, limitations or restrictions thereof, and, on February 7, 2005,
filed a Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock
in the office of the Secretary of State of the State of Delaware.



          2. That no shares of the Series A Convertible Preferred Stock are outstanding and no shares
thereof will be issued subject to such Certificate of Designation.



          3. That the Board of Directors of the Company has adopted the following resolutions:




     WHEREAS, by resolution of the Board of Directors of the Company and
by a Certificate of Designation, Preferences and Rights of Series A
Convertible Preferred Stock (the “Certificate of Designation”) filed in
the office of the Secretary of State of the State of Delaware on February
7, 2005, the Company authorized the issuance of a series of two
million shares of Series A Convertible Preferred Stock, without par value, of the
Company and established the voting powers, designations, preferences and
relative, participating and other rights, and the qualifications,
limitations or restrictions thereof; and



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     WHEREAS, as of the date hereof no shares of such Series A Convertible
Preferred Stock are outstanding and no shares of such Series A Convertible
Preferred Stock will be issued subject to said Certificate of Designation;
and




     WHEREAS, all previously issued shares of Series A Convertible
Preferred Stock have been reacquired and have been restored to the status
of authorized and unissued shares of Preferred Stock of the Company, and
the authorized number of shares of Series A Convertible Preferred Stock
available for issuance has been correspondingly reduced; and




     WHEREAS, it is desirable that all matters set forth in the
Certificate of Designation with respect to such Series A Convertible
Preferred Stock be eliminated from the Certificate of Incorporation, as
heretofore amended, of the Company.




     NOW, THEREFORE, BE IT AND IT HEREBY IS:




     RESOLVED, that all matters set forth in the Certificate of
Designation with respect to such Series A Convertible Preferred Stock be
eliminated from the Certificate of Incorporation, as heretofore amended,
of the Company; and it is further




     RESOLVED, that the officers of the Company be, and hereby are,
authorized and directed to file a Certificate with the office of the
Secretary of State of the State of Delaware setting forth a copy of these
resolutions whereupon all matters set forth in the Certificate of
Designation with respect to such Series A Convertible Preferred Stock
shall be eliminated from the Certificate of Incorporation, as heretofore
amended, of the Company.



          4. That, accordingly, all matters set forth in the Certificate of Designation with respect to
such Series A Convertible Preferred Stock be, and hereby are, eliminated from the Certificate of
Incorporation, as heretofore amended, of the Company.



          IN WITNESS WHEREOF, New Horizons Worldwide, Inc. has caused this Certificate to be signed by
Thomas J. Bresnan, its President, as of this 20th day of July, 2006.



	 	 	 	 	 
	 	New Horizons Worldwide, Inc.

 	 
	 	By:  	/s/  Thomas J. Bresnan
 	 
	 	 	Thomas J. Bresnan, President 	 
	 	 	 	 
	 




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