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SREDGX201343 Exhibit 5B Page 244 of 496 Exhibits 5B Note: All text is new. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BATS GLOBAL MARKETS HOLDINGS, INC. (Pursuant to Sections 242 and 245
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How to fill out amended and restated certificate:

01
Review the original certificate: Start by obtaining a copy of the original certificate that needs to be amended and restated. Carefully go through each section and familiarize yourself with the existing provisions.
02
Identify the changes: Determine what specific changes need to be made to the original certificate. This could include updating the company's name, changing the registered agent, modifying the number of authorized shares, or altering any other provisions necessary to reflect the current business requirements.
03
Draft the amended and restated certificate: Create a new document that incorporates the desired changes. Make sure to clearly indicate that this is an amended and restated certificate by including its title at the top. State the purpose of the amended and restated certificate, which is usually to replace the original certificate and implement the proposed modifications.
04
Include necessary provisions: Enter the updated information into the new certificate. Modify or add sections as needed to accurately reflect the changes being made. For example, if there are changes to the company's capital structure, include provisions detailing the new authorized shares and any other relevant information.
05
Obtain necessary approvals: Depending on the jurisdiction, you may need to obtain certain approvals before filing the amended and restated certificate. This could involve obtaining consent from the board of directors, shareholders, or other authorized individuals. Ensure all required approvals have been obtained and properly documented.
06
Filing the certificate: Once the amended and restated certificate is complete, it needs to be filed with the appropriate government agency or department responsible for business registrations. Follow the specific filing instructions, pay any required fees, and submit the necessary documents. Keep copies for your records.

Who needs an amended and restated certificate:

01
Companies making significant changes: Businesses that have undergone significant changes, such as a change in ownership structure, legal name, or core provisions, may require an amended and restated certificate to accurately reflect these modifications.
02
Companies undergoing reorganization: During a company reorganization, such as a merger or acquisition, an amended and restated certificate may be necessary to consolidate and update the necessary information.
03
Compliance with legal requirements: In some cases, government authorities may require companies to file an amended and restated certificate to ensure they are in compliance with current laws, regulations, or corporate governance standards.
By following the steps outlined above, businesses can effectively fill out an amended and restated certificate to accurately reflect any necessary modifications and ensure compliance with legal requirements.
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An amended and restated certificate is a legal document that provides updated information about a company's charter or formation documents.
A company or organization is required to file an amended and restated certificate.
To fill out an amended and restated certificate, you will need to update any necessary information and provide signatures of authorized individuals.
The purpose of an amended and restated certificate is to ensure that a company's charter or formation documents are accurate and up to date.
The information that must be reported on an amended and restated certificate includes updated company details, such as name, address, and ownership.
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Relevant keywords

2013 1934 Delaware EDGX thereunder transferee RESTATED restatement transferor issuable transferees reclassification evidencing cumulatively 12b instrumentality hereof 19b Wilmington distributions 13d NonVoting redeems inactions correlative beneficially ii

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