DOES HEREBY CERTIFY. FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows: NAME State of Incorporation ---- ---------------------- PALESTRA ACQUISITION Delaware CORP. CHEMICAL XXXXXX Pennsylvania CORPORATION SECOND: That an Agreement and Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of Delaware.
DOES HEREBY CERTIFY. FIRST: The fourth paragraph of the Certificate of Incorporation of the Corporation is hereby modified to effect a reverse split of the issued and outstanding shares of common stock of the Corporation at the rate of one new share of common stock for each 100 issued and outstanding shares of common stock. Fractional shares of common stock will not be issued, however, the Corporation will issue such amount of common stock so that on an aggregate basis of the common stock held by a stockholder that holds a fractional share as a result of the reverse split, the fractional share will be rounded up to the next whole share. The number of shares of authorized common stock will not be affected by the reverse split.
DOES HEREBY CERTIFY. FIRST: That by unanimous written consent of the Board of Directors of the Corporation, filed with the minute book of the Corporation, resolutions were duly adopted setting forth and approving the proposed amendment and restatement of the Certificate of Incorporation of the Corporation in the form attached hereto as EXHIBIT A and declaring said amendment and restatement to be advisable and in the best interests of the Corporation.
Examples of DOES HEREBY CERTIFY in a sentence
THE UNDERSIGNED DOES HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF XXXXXX HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LAURUS WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.
I have hereunto set forth my hand this ____ day of __________, 199__ Name:___________________________ The undersigned being the _____________________ of the Corporation, DOES HEREBY CERTIFY THAT _________________________ is duly elected, qualified and acting Secretary of the Corporation and that the signature set forth above is his/her true and genuine signature.
THE UNDERSIGNED, AS [ADMINISTRATOR] OF RUS, DOES HEREBY CERTIFY THAT I AM AUTHORIZED UNDER THE ACT AND 7 CFR PART 1700 TO DELIVER THIS GUARANTEE.
THE UNDERSIGNED DOES HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF XXXXXX HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.
Kid Rom, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY: FIRST: That Article Fourth of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows: ARTICLE FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 10,000,000, all of which shall have a $.0001 par value per share.
More Definitions of DOES HEREBY CERTIFY
DOES HEREBY CERTIFY. FIRST: The name of the Corporation is SunSource Inc. SECOND: The Amended and Restated Certificate of Incorporation of the Corporation in the form attached hereto as Exhibit A has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware by the directors and stockholders of the Corporation.
DOES HEREBY CERTIFY. The present registered agent of the corporation is United States Corporation Company and the present registered office of the corporation is in the county of Kent. The Board of Directors of WAYSIDE NURSING HOME, INC. adopted the following resolution on the 17th day of September, 1992. Resolved, that the registered office of WAYSIDE NURSING HOME, INC. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, xxx xxx xxxxxxxxxxxxx xx xxx xxxxxxx xxxxxxxxxx xgent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.
DOES HEREBY CERTIFY. That (a) pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of the Company, the Board of Directors on _____________________, 1997 adopted the resolution set forth below creating a series of Preferred Stock, par value $.001 per share, designated as Series A Preferred Stock, (b) shareholder action approving the creation of the Series A Preferred Stock was not required, and (c) no shares of Series A Preferred Stock have been issued:
DOES HEREBY CERTIFY. That pursuant to authority conferred upon the Board of Directors of the Corporation (the "Board") by the Certificate of Incorporation of the Corporation, the Board, by a Unanimous Written Consent dated June ___, 2005, adopted the following resolution authorizing the creation and issuance of a series of 1,000 shares of Series A Preferred Stock, $.0001 par value per share (the "Series A Preferred Stock" or the "Series"), which resolution is as follows: RESOLVED, that pursuant to authority expressly granted to and vested in the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board hereby creates a series of 1,000 shares of Series A Convertible Preferred Stock, $.0001 par value per share, of the Corporation and authorizes the issuance thereof, and hereby fixes the designation thereof, and the voting powers, preferences and relative, participating, optional and other special limitations or restrictions thereon (in addition to the designations, preferences and relative, participating and other special rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate of Incorporation, as amended, of the Corporation, which are applicable to the preferred stock of all series) as follows:
DOES HEREBY CERTIFY. FIRST: That the Board of Directors of the Corporation, at a meeting held on July 3, 1997, duly adopted resolutions proposing and declaring advisable amendments to the Restated Certificate of Incorporation of the Corporation and directing that such amendments be submitted to the stockholders of the Corporation for their consideration and approval. The resolutions setting forth the proposed amendments are as follows: RESOLVED, that it is advisable and in the best interests of the Corporation to amend clause (A) of Section 4(b)(i) of each of Subdivisions A-1 and A-2 of Section 2 of Article FOURTH of the Restated Certificate of Incorporation of the Corporation (the "Restated Certificate") to read in its entirety as follows:
DOES HEREBY CERTIFY. FIRST: The name and state of incorporation of each of the constituent corporations in the merger are as follows: Name State of Incorporation ---- ---------------------- ADVANCED RADIO TELECOM CORP. (formerly known as Advanced Radio Technology, Ltd.) Delaware ART MERGER CORPORATION Delaware SECOND: A Second Restated and Amended Merger Agreement and Plan of Reorganization dated October __, 1996 (the "Merger Agreement") has been approved, adopted, certified, executed, and acknowledged by each constituent corporation in accordance with Section 251 of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY. FIRST: The name of the corporation is TELETOUCH COMMUNICATIONS, INC. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 19, 1994 under the name of TELETOUCH COMMUNICATIONS, INC. SECOND: That by unanimous written consent of the Board of Directors of the Corporation resolutions were duly adopted setting forth this proposed Restated Certificate of Incorporation of the Corporation, declaring said amendment and restatement to be advisable, and directing that said amendment and restatement be considered at a special meeting of the stockholders of the Corporation.