HomeMy WebLinkAbout0035 "Fourth. The maximum number of shrtres ~f c~pital. s~;ack ~hich the
corporatfou shall have o.uthoril;y to issue is; ~
(n} ~en millfon shares of ^or~on Stock of the p~r value of one
doll.ur per share .
(b) 11~+o mi]lion shares of Preference St;oc::, ~tithcut par value, _
vhich may be is~ued by resolution of the Aor•i•:,. of Directors f~cor~ ti~ae
. to time it~ one or more ser~es, e~ch such :~e~w~~s to have such charac-
teristics and such distinctive desi~natia.i o•r title as shall be fixed
by resolution of the Board of Directors to ~ssuance of any sh~res
thereof. Each such ser~es of Preferenc~ :~~~~1: sh~ll havc such voting
powers~ fta~ll or lfmited, or no voting-pa~a~z•s, mzy be_ made sub~ect to
redem~~ic;. ~t such time or times and at ~ch price or prices and may
have sucB preference and such relative, p~rt:.cipating, optional or
other special rights (inclu~ling without limitation, the right to con-
vert shares of Preference Stock into shares of the corporation's ~
Com~aon Stock, or other s~curities, at such rate and upon such tern~.s
and conditions as may be f3xed by resolution of the Board of Directors),
vith such qualificatiot~s, li~aitations o~ restrictions of such preferences
. andJor right.s as shall be stated and expressed in the resolution or res-
olutions promiding for the issuance of such series of Preference Stoek '
as m~y be adopted from time to time by the Board of Directors prior to ~
the f.ssuance of any shares thereof, in accordance with the laWS of the ~
Stat,e of Del,aware. Unless otherwise pmvided in the resolution or res- ;
olutfons adopted by the Board of Directors creating ~~r particular '
series of Preference Stock as hereinebove provided, a11 shares of Pref- ~
erence Stock redeeu?ed at the option of the corporation or pursuant to
a~npr sinking fluid, or p~urch~sed and surrendered to any sinking ~Und, or
coaverted it~to Common Stoc,k or other securitfes of the corporatian sha11
have the status of authorized but unissued shzres which may be assigned
bq resolution of the Board of Directors to any subsequent~y created
series." ~
4. Said Certificate of Incorporation, as emended hereby, may be
s~parately certified as the Restated Certificate of Incorpora~ion of the
Survivi.ng Corporation. .
5. Upon the Ef`fective Date of the Merger, the by-laws of U5F ~hall ,
b~e the by-laxs of the Surviving Corporation until sazae shall thereafter be ~
emended, u].tered or repealed fn accordance With the law, the Cert~icate
of Incorparation and said by-laws. -
6. The na,mes and mailing address of the directors of the Surviving ~
Corpora~ion s+ho shaLt,hold the office from the Effective Date of the Merger ~
t~atil the annual meeting of Stockholders of the S~?,viving Corporation and i
until their successors are chosen and qualified accordin~ to the Iaw and ~
the by-laws of the Surviving Corporation, and who are the sam~ individu~~~ '
as tbe direcfi.ors of USF, are as follows:
Name Address
t- :
John C. Burton ~~0~+ Yi;rer:;ide Dri~-e ~
- I'leW Yor~, New Yor;: 100C~5 ;
. r
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Stetirart N. Caanpbell c% Production Operators, Inc.
Pbst Office IIox 36528
Hoeiston, Texas 77036 ~
f
C]yde C, Fo~ler 10e3 West Peachtree Street, N.E.
Atlanta, GeorEia 3`~3~
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soo~218 oA~ 35
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