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THIRD: The name of the surviving corporation of
the merger is Genmar Industries, Inc.,_a Delaware corpora-
tion.
FOURTB: That the Restated Certificate of Incorpo-
. , ration of Genmar Industries, Inc., a Delaware corporation
shall be the Restated Certificate of.Incorporation~oF the
~ survfving corporation except the.second paragraph of Article
- Sixth which is ame~dec~ and restated in its entirety as
follows:
Irrespective of any affirmative vote
required by law, this Certificate of Incorpor-
; ation or the By-Laws, and except as otheraise .
expressly provided in this Article Sixth, a~y
Business Combination shall require the affirma-
• tive vote of at Ieast 66-2/3t of the combined
voting power of the then-outstanding stiares of
a21 classes a~d series of stiock of the Corpora- .
tion entftled to vote on the matter ("Voting
Stock"),'voting together as a aingle ciass.
. Such affirmative vote shall be required notwith-
} standfr~g the fact that ~o vote ~aay be xequired,
- or that a lesser percentage mny otherwise be ~
applicable, by law or in any agreement with any
r national securities exchange or otherwise.
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~ FIFTH: That the executed agreement of inerger is on
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~ ~ file at t~e principal place of business of the survivfng cor-
f
~ poration. The address of said principal place of bus~ness is
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~ I00 South Fifth Street, Sui~e 2400, Minneapolis, Minnesota
c .
3
55402.
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