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Certificate of Incorporation Series a Template 1

Certificate of Incorporation Series a Template 1

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Published by David Jay Mor

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Published by: David Jay Mor on Nov 08, 2011
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09/10/2013

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AMENDED AND RESTATEDCERTIFICATE OF INCORPORATION OF ________________. INC.
 ______________, Inc., a corporation organized and existing under the laws of theState of Delaware, hereby certifies as follows:1.The name of this corporation is ____________, Inc. (the "
Corporation
").2.The date of filing of the Corporation's original Certificate of Incorporationwith the Secretary of State of the State of Delaware was __________, 2010.3.Pursuant to Sections 242 and 245 of the General Corporation Law of theState of Delaware (the "
 DGCL" 
), this Amended and Restated Certificate of Incorporationrestates, integrates and further amends the provisions of the Certificate of Incorporation.4.This Amended and Restated Certificate of Incorporation has been dulyadopted in accordance with Sections 242 and 245 of the DGCL and the stockholders of theCorporation have given their written consent hereto in accordance with Section 228 of theDGCL.5.The Certificate of Incorporation of this Corporation is hereby amendedand restated in its entirety to read as follows:
ARTICLE I.
The name of the corporation is _________, Inc.
ARTICLE II.
The address of the registered office of the Corporation in the State of Delaware is ___________________. The name of its registered agent at such address is _____________________.
ARTICLE III.
The nature of the business or purposes of the Corporation is to engage in anylawful act or activity for which a corporation may be organized under the DGCL.
 
ARTICLE IV.Authorized Stock.
This Corporation is authorized to issue two classes of shares, designated"Preferred Stock" and "Common Stock." The total number of shares that this Corporation shallhave authority to issue is 42,000,000 of which 30,000,000 shares shall be Common Stock,$0.0001 par value per share, and 12,000,000 shares shall be Preferred Stock, $0.0001 par value per share, all of which shall be designated "Series A Preferred Stock" (the "
Series A PreferredStock 
" or “
Preferred Stock 
”).
Preferred Stock 
A statement of the rights, preferences, privileges and restrictions granted to or imposed on the Preferred Stock and the holders thereof is as follows:
Section
1.Dividends.
The holders of Series A Preferred Stock shall be entitled to receive, when and if declared by the Board of Directors of the Corporation (the "
Board
"), out of any assets legallyavailable therefor, prior and in preference to any declaration or payment of any dividend(payable other than in Common Stock) on the Common Stock of this Corporation, non-cumulative dividends at the rate of seven percent (7%) of the Original Series A Issue Price (asdefined below) per share per annum from and after the date of payment to the Corporation for the issuance of such shares of Series A Preferred Stock (the "
Original Issue Date
") (to theextent not previously paid) (the "
Dividend Preference
"). After such Dividend Preference isdeclared and paid in full upon the Series A Preferred Stock, dividends may be declared and paidon the Common Stock if at the same time equivalent dividends are declared and paid to holdersof the Preferred Stock on an "
as converted basis
" (i.e., treating for this purpose all Series APreferred Stock as if they had been converted to Common Stock pursuant to the terms of theCertificate of Incorporation in force at the time of calculation).
Section
2.Liquidation.
(a)In the event of any liquidation, dissolution or winding up of thisCorporation, either voluntary or involuntary (a "
Liquidation Event
"), the assets and funds of theCorporation legally available for distribution to its stockholders shall be distributed in thefollowing order of preference:(i)First, the holders of Series A Preferred Stock shall be entitled toreceive, prior and in preference to any distribution of any of the assets of this Corporation legallyavailable for distribution to the holders of Common Stock by reason of their ownership thereof,an amount per share equal to US$0.2500 for each outstanding share of Series A Preferred Stock,as adjusted for any change in the number of Series A Preferred Stock resulting from stock split,stock combination, stock dividend, recapitalization or like events (the "
Original Series A IssuePrice
") plus seven percent (7%) of the Original Series A Issuance Price per share per annum(non-cumulative) from the Original Issue Date to the date of Liquidation Event and less anydividends previously paid with respect to such share of Series A Preferred Stock (the "
Preferred
2
 
A Preference
"). If upon the occurrence of a Liquidation Event, the assets and funds legallyavailable for distribution among the holders of the Series A Preferred Stock shall be insufficientto permit the payment to such holders of the full Preferred A Preference, then the entire assetsand funds of the Corporation legally available for distribution to its stockholders shall bedistributed ratably among the holders of the Series A Preferred Stock in proportion to the preferential amounts such holders are entitled to receive.(ii)Second, upon the payment in full of the Preferred A Preference,the remaining assets of the Corporation legally available for distribution to its stockholders shall be distributed among the holders of Common Stock and Preferred Stock pro rata in proportion tothe number of shares of Common Stock held by each holder (on an as converted basis).(iii)Anything to the contrary herein notwithstanding, in the event that a pro rata distribution of all assets available for distribution in a Liquidation Event, assuming theconversion of all convertible securities into Common Stock, the holders of Series A PreferredStock would receive an amount equal to or exceeding five hundred percent (500%) of theOriginal Series A Issue Price, then the assets of the Corporation available for distribution shall be distributed to all of the shareholders of the Corporation pro-rata (on an as-converted basis); provided, however, that the holders of Series A Preferred Stock shall not receive in such caseless than five hundred percent (500%) of the Original Series A Issue Price.(b)For purposes of this Section 2, unless otherwise agreed by the majority of the issued and outstanding Series A Preferred Stock, a liquidation, dissolution or winding up of this Corporation shall be deemed to be occasioned by, and to include (each below event shall beincluded in the definition of a "
Liquidation Event
"), (i) the event of a consolidation, merger or reorganization of the Corporation with or into, or a sale of all or substantially all of theCorporation's assets on a consolidated basis with its subsidiaries (treating for that purpose any saleof assets of a subsidiary of the Corporation as a sale of assets by the Corporation), or substantiallyall of the Corporation's issued and outstanding capital stock, to any other corporation, or any other entity or person, other than a wholly-owned subsidiary of the Corporation; (ii) the event that pursuant to a transaction or series of transactions a person or entity acquires fifty percent (50%) or more of the issued and outstanding capital stock of the Corporation (or of a subsidiary of theCorporation if such subsidiary holds substantially all of the assets held by the Corporation and all of the Corporation's subsidiaries on a consolidated basis) or the right to appoint or elect at least fifty percent (50%) or more of the members of the Board (or of a subsidiary of the Corporation if suchsubsidiary holds substantially all of the assets held by the Corporation and all of the Corporation'ssubsidiaries on a consolidated basis); or (c) the grant of an exclusive license over all or substantiallyall of the Corporation's intellectual property on a consolidated basis with its subsidiaries (treating for that purpose any grant of such license by a subsidiary of the Corporation as a license by theCorporation) out of the ordinary course of business. For the purposes of this Section "
subsidiary
"shall mean any wholly owned subsidiary of the Corporation.(c)Upon any of the events specified in Section 2(b), if the considerationreceived by the Corporation or its stockholders is other than cash (i) the holders of the Series APreferred Stock shall be paid in cash, securities or a combination thereof, an amount equal to theamount per share which would be payable to the holders of Series A Preferred Stock pursuant toSection 2(a); and (ii) its value will be deemed its fair market value, as determined in good faith by the Corporation's CPA.
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