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The proposed amendments to Article Fourth of the Company's Restated Certificate of Incorporation would eliminate the provisions that relate to the Company's Junior Participating Preferred Stock Series D, which was created for issuance under the Company's Shareholder Rights Agreement, which expired in August 2007.
Article FIRST of the Certificate of Incorporation was amended to change the Company's corporate name to "AMERICAN TRACK SYSTEMS INTERNATIONAL, INC.
The amendments to the certificate of incorporation would eliminate the two supermajority vote provisions contained in the current certificate of incorporation.
c) Approval of an amendment to the company's certificate of incorporation to indemnify and limit the liability of directors, officers and agents of the company.
In addition, the establishment and issuance of the Preferred Stock (including the related amendment to the certificate of incorporation of NHC) has been recommended by the special committee of the board of directors of NHC and approved by the board of directors of NHC, which will recommend that the shareholders of NHC vote in favor of such establishment, issuance and amendment.
26 /PRNewswire/ -- Alternative Distributors Corporation (formerly called Eurocapital Corporation) announced today that an amendment to its Certificate of Incorporation has become effective at the opening of business.
The following seven proposals were approved by shareholders at today's meeting: Proposal I - Amendment to Certificate of Incorporation to increase the number of shares of authorized capital stock; Proposal II - Amendment to Certificate of Incorporation to increase the number of authorized shares of Class A Common Stock; Proposal III - Amendment to Certificate of Incorporation to create new class of common stock, Class D Common Stock; Proposal IV - Issuance of shares of Class D Common Stock in a private placement; Proposal V - Issuance of a warrant to purchase shares of Class A Common Stock in a private placement; Proposal VI - Issuance of shares of Class A Common Stock as consideration for an acquisition; and Proposal VII - Amendment to 2004 Incentive Plan.
At today's Special Meeting of Stockholders, the stockholders were asked to approve (1) the issuance of securities to Ipsen (or its designated affiliate), (2) amendments to the company's amended and restated certificate of incorporation and amended and restated bylaws, (3) additional amendments to the company's amended and restated certificate of incorporation, and (4) the adoption of a Rights Agreement implementing a stockholder rights plan.