This excerpt taken from the WEN DEF 14A filed Apr 14, 2009.
AMENDED AND RESTATED
1. The name of the corporation is Wendys/Arbys Group, Inc. Wendys/Arbys Group, Inc. was originally incorporated under the name of Triarc Merger Corporation, and the original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on May 6, 1994.
2. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law, this Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Certificate of Incorporation of this corporation. The Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of Wendys/Arbys Group, Inc. and approved by the stockholders at the regularly scheduled annual meeting of the stockholders of Wendys/Arbys Group, Inc.
3. The text of the Amended and Restated Certificate of Incorporation as heretofore amended or supplemented is hereby restated and further amended to read in its entirety as follows: