EX-3.1
from 8-K
11 pages
Right to Convert. at Any Time on or After the Issuance Date, the Holder of Any Shares of Series a Preferred Stock May, at Such Holder’s Option, Subject to the Limitations Set Forth in Section 7 Herein, Elect to Convert (A “Conversion”) All or Any Portion of the Shares of Series a Preferred Stock Held by Such Person Into a Number of Fully Paid and Nonassessable Shares of Common Stock Equal to the Quotient of (I) the Liquidation Preference Amount of the Shares of Series a Preferred Stock Being Converted Divided by (II) the Conversion Price (As Defined in Section 5(c) Below) Then in Effect as of the Date of the Delivery by Such Holder of Its Notice of Election to Convert. in the Event of a Notice of Redemption of Any Shares of Series a Preferred Stock Pursuant to Section 8 Hereof, the Conversion Rights of the Shares Designated for Redemption Shall Terminate at the Close of Business on the Last Full Day Preceding the Date Fixed for Redemption, Unless the Redemption Price Is Not Paid on Such Redemption Date, in Which Case the Conversion Rights for Such Shares Shall Continue Until Such Price Is Paid in Full. in the Event of a Liquidation, Dissolution or Winding Up of the Company, the Conversion Rights Shall Terminate at the Close of Business on the Last Full Day Preceding the Date Fixed for the Payment of Any Such Amounts Distributable on Such Event to the Holders of Series a Preferred Stock. in the Event of Such a Liquidation, Dissolution or Winding Up, the Company Shall Provide to Each Holder of Shares of Series a Preferred Stock Notice of Such Liquidation, Dissolution or Winding Up, Which Notice Shall (I) Be Sent at Least Fifteen (15) Days Prior to the Termination of the Conversion Rights and (II) State the Amount Per Share of Series a Preferred Stock That Will Be Paid or Distributed on Such Liquidation, Dissolution or Winding Up, as the Case May Be. (B) Mechanics of Conversion. the Conversion of Series a Preferred Stock Shall Be Conducted in the Following Manner
12/34/56
