EX-3.1
from 8-K
24 pages
2 Whereas, It Is the Desire of the Board of Directors, Pursuant to Its Authority as Aforesaid, to Fix the Rights, Preferences, Restrictions, and Other Matters Relating to a Series of the Preferred Stock, Which Shall Consist Of, Except as Otherwise Set Forth in the Exchange Agreement, Up to 10,000 Shares of the Preferred Stock Which the Corporation Has the Authority to Issue, as Follows: Now, Therefore, Be It Resolved, That the Board of Directors Does Hereby Provide for the Issuance of a Series of Preferred Stock for Cash or Exchange of Other Securities, Rights or Property and Does Hereby Fix and Determine the Rights, Preferences, Restrictions, and Other Matters Relating to Such Series of Preferred Stock as Follows: Terms of Preferred Stock Section 1. Definitions. for the Purposes Hereof, the Following Terms Shall Have the Following Meanings: “Affiliate” Means Any Person That, Directly or Indirectly Through One or More Intermediaries, Controls or Is Controlled by or Is Under Common Control With a Person, as Such Terms Are Used in and Construed Under Rule 405 of the Securities Act. “Alternate Consideration” Shall Have the Meaning Set Forth in Section 7(e). “Beneficial Ownership Limitation” Shall Have the Meaning Set Forth in Section 6(d). “Business Day” Means Any Day Except Any Saturday, Any Sunday, Any Day Which Is a Federal Legal Holiday in the United States, or Any Day on Which Banking Institutions in the State of New York Are Authorized or Required by Law or Other Governmental Action to Close. “Buy-In” Shall Have the Meaning Set Forth in Section 6(c)(iv). “Closing” Means the Closing of the Purchase and Sale of the Securities Pursuant to the Exchange Agreement
12/34/56
