Certificate of Incorporation of the Registrant, as amended



 Exhibit 4.1 
  
 CERTIFICATE OF INCORPORATION 
  
 OF 
  
 HUNGARIAN TELEPHONE AND CABLE CORP. 
  
 (amended as of May 9, 1996) 
  

  
 The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the
purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known,
identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that: 
  
 FIRST: The name of the corporation (hereinafter called the “corporation”) is Hungarian Telephone and Cable Corp. 
  
 SECOND: The address, including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 15 East North Street, City of Dover, County of Kent; and the name of the registered agent of the corporation in the State of Delaware at such address is XL Corporate Services, Inc.

  
 THIRD: The purpose of the corporation is to engage in
any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. 
  
 FOURTH: The total number of shares of all classes of stock which the corporation is authorized to issue is thirty million (30,000,000), consisting
of five million (5,000,000) shares of preferred stock, par value one-tenth of one cent ($.001) per share (the “Preferred Stock”), and twenty-five millions (25,000,000) shares of common stock, par value one-tenth of one cent ($.001) per
share (the “Common Stock”). 
  
 Each issued and
outstanding share of Common Stock shall entitle the holder of record thereof to one vote. 
  
 The Preferred Stock may be issued in one or more series as may be determined from time to time by the Board of Directors. All shares of any one series of Preferred Stock will be identical except as to the date of
issue and the dates from which dividends on shares of the series issued on different dates will cumulate, if cumulative. Authority is hereby expressly granted to the Board of Directors to authorize the issuance of one or more series of Preferred
Stock, and to fix by resolution or resolutions providing 







 for the issue of each such series the voting powers, the designation, preferences, and relative, participating, optional,
redemption, conversion, exchange or other special rights, qualifications, limitations or restrictions of such series, and the number of shares in each series, to the full extent now or hereafter permitted by law. 
  
 The redemption, purchase or acquiring by the Company of any shares of its
Preferred Stock, shall not be deemed to reduce the authorized number of shares of Preferred Stock of the Company. Any shares of the Company’s Preferred Stock redeemed, retired, purchased or otherwise acquired (including shares acquired by
conversion) shall be cancelled and shall assume the status of authorized but unissued Preferred Stock in the same manner as if the shares had never been issued as shares of any series of Preferred Stock and be undesignated as to future series.

  
 FIFTH: The name and mailing address of the incorporator
is as follows: 
  

			
	 NAME

	 	 MAILING ADDRESS


	 Frank R. Cohen
	 	 445 Park Avenue
 New York, New York
10022


  
 SIXTH: The
corporation is to have perpetual existence. 
  
 SEVENTH:
Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of
Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under § 291 of Title 8 of the Delaware Code or on
the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of creditors, and/or corporation, as the case may be, and
also on this corporation. 
  
 EIGHTH: For the management of
the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the 

  

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 powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is
further provided: 
  
 1. The management of the
business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase
“whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need
be by written ballot. 
  
 2. After the original
or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any
payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the
corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of
the corporation unless provisions for such classification shall be set forth in this certificate of incorporation. 
  
 3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof
to notice of, and the right to vote at, any meting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of
the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware
shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class. 
  
 4. All meetings of stockholders shall be held in accordance
with § 211 and it shall not be permitted for an action of stockholders to be taken by a consent of stockholders in lieu of meeting as provided for in § 228. 
  
 NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent
permitted by paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. 
  

TENTH: The corporation shall, to the fullest extent permitted by 
  

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 § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. 
  
 ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or
repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time conferred upon the stockholders of the corporation by this certificate of incorporation are
granted subject to the provisions of this Article ELEVENTH. 
  

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