Looking for an agreement? Search from over 1 million agreements now.

Articles Of Incorporation Setting Forth Rights

This is an actual contract by AESP.
Browse the agreement preview below and buy the entire agreement for $35

Sectors: Computer Hardware
Effective Date: January 27, 2003
Search This Document
ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF AESP, INC.


The undersigned does hereby certify that, pursuant to the authority conferred upon the Board of Directors of AESP, Inc. (the "Corporation"), a corporation organized and existing under the Florida Business Corporation Act, by Florida Statute 607.0821 and Florida Statute 607.0602 and pursuant to the written consent dated as of January 16, 2003, duly executed by all of the members of the Corporation's Board of Directors, adopting the resolutions providing for the authorization of up to 253,000 shares of the Corporation's authorized but unissued preferred stock, par value $0.001, to be designated the Series A Preferred Stock and there being no shareholder action required, the Corporation's Amended and Restated Articles of Incorporation are hereby amended to include the following provision at the end of Article IV.B.:


C. SERIES A PREFERRED STOCK


1. DESIGNATION AND RANK.


There shall be designated a series of the preferred stock to be known as the Series A Preferred Stock, par value $.001 per share (the "Series A Preferred Stock"). The maximum number of shares of Series A Preferred Stock shall be Two Hundred Fifty-Three Thousand (253,000) Shares. The Series A Preferred Stock shall have a liquidation preference of $1.00 per share plus any accrued and unpaid interest. The Series A Preferred Stock shall rank (i) prior to the common stock, par value $.001 per share (the "Common Stock"), and to all other classes and series of equity securities of the Corporation which by its terms does not rank senior to the Series A Preferred Stock ("Junior Stock"), (ii) on parity with any class and series of equity securities which by its terms shall rank on parity with the Series A Preferred Stock, and (iii) junior to any class or series of equity securities which by its terms shall rank senior to the Series A Preferred Stock.


2. DIVIDEND RIGHTS.


(a) PAYMENT OF DIVIDENDS. The holders of record of shares of Series A Preferred Stock shall be entitled to receive dividends at an annual rate of ten percent (10%) of the of the stated Liquidation Preference Amount (as defined below) per share per annum, payable in cash, whenever funds are legally available to pay as declared by the Corporation's Board of Directors. In the case of shares of Series A Preferred Stock outstanding for less than a full year, dividends shall be pro rated based on the portion of each year during which such shares are outstanding with a minimum guarantee of dividend of five percent (5 %) per annum during the initial six (6) month period following issuance. Payment of such dividends shall be subject to compliance with any present or future bank loan agreements to which the Corporation may be a party. Such dividends on the Series A Preferred Stock are prior and in preference to any declaration or payment of any distribution (as defined below) on any outstanding shares of Common Stock or any other equity securities of the Corporation ranking junior to the Series A Preferred Stock as to the payment of dividends. Such dividends shall accrue on each share of Series A Preferred Stock from day to day from the date of initial issuance thereof whether or not earned or declared so that if such dividends with respect to any previous dividend


period at the rate provided for herein have not been paid on, or declared and set apart for, all shares of Series A Preferred Stock at the time outstanding, the deficiency shall be fully paid on, or declared and set apart for, such shares on a pro rata basis with all other equity securities of the Corporation ranking on a parity with the Series A Preferred Stock as to the payment of dividends before any distribution shall be paid on, or declared and set apart for Common Stock or any other equity securities of the Corporation ranking junior to the Series A Preferred Stock as to the payment of dividends.


(b) In the event of a dissolution, liquidation or winding up of the Corporation pursuant to Section 4, all accrued and unpaid dividends on the Series A Preferred Stock shall be payable on the day immediately preceding the date of payment of the preferential amount to the holders of Series A Preferred Stock. In the event of an automatic conversion pursuant to Section 5(a) or mandatory redemption pursuant to Section 6, all accrued and unpaid dividends on the Series A Preferred Stock being converted shall be payable on the day immediately preceding the automatic conversion date or mandatory redemption date, as the case may be.


(c) For purposes hereof, unless the context otherwise requires, "distribution" shall mean the transfer of cash or property without consideration, whether by way of dividend or otherwise, payable other than in shares of Common Stock or other equity securities of the Corporation, or the purchase or redemption of shares of the Corporation (other than redemptions set forth in Section 6 below for cash or property.


3. VOTING RIGHTS.


(a) NON-VOTING. Except as otherwise required by law, the Series A Preferred Stock shall be non-voting shares.


4. LIQUIDATION RIGHTS.


(a) Upon any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any Junior Stock, the holders of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount per share of Series A Preferred Stock equal to the "Original Issue Price" (defined below) for such share plus all declared and unpaid dividends on such shares of Series A Preferred Stock (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) for each share of Series A Preferred held by them. The Original Issue Price of the Series A Preferred Stock shall be $1.00 per share.


(b) After payment of the full liquidation preference of the Series A Preferred Stock as set forth in Section 4(a) above, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed PARI PASSU among the holders of the Series A Preferred Stock and the Common Stock, on an as-converted basis.


5. CONVERSION.


(a) AUTOMATIC CONVERSION. Each share of Series A Preferred Stock shall automatically convert into shares of Common Stock, based on the then-effective


2


Conversion Price for such shares, at such time (the "Conversion Date") as the Corporation's stockholders approve the terms of the Corporation's December 2002 private placement (the "Private Placement") at a special meeting of the Corporation's shareholders to be called for the purpose of considering this matter. Upon such automatic
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |