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Xtralink Energy Corp
|
8-K
Jul 16, 2:27 PM ET
XTRALINK Corp 8-K
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Contents
24
SHAREHOLDERS and MEETING OF SHAREHOLDERS
(a) Designation and Rank.
The designation of such Preferred Share shall be the Preferred Share, par value $0.0001 per share. The maximum number of Preferred Shares shall be 5,000,000. The Preferred share shall rank senior to the Company’s common share, par value $0.0001 per share (the "Common Share"). The Preferred share shall be subordinate to and rank junior to all indebtedness of the Company now or hereafter outstanding.
(b) Dividends.
Holders of the Preferred share shall share ratably, with the holders of Common shares, in any dividends that may, from time to time be declared by the Board of Directors.
(c) Voting Rights. The holders of Preferred Stock shall have the following voting rights:
Subject to the provision for adjustment hereinafter set forth, each Preferred share shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the shareholders of the Company. In the event that the Company shall at any time declare or pay any dividend on the common share payable in shares of common stock, or effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the number of votes per share to which holders of shares of Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numberator of which is the number of shares of common shares
outstanding immediately after such event and the denominator of which is the number of shares of common shares that were outstanding immediately prior to such event.
The holders of Preferred shares and the holders of common shares of the Company having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Company.
(d) Liquidation Preference.
The holders of Preferred shares shall rank pari passu with the holders of common shares in respect of all rights in liquidation, dissolution or winding up, with all of said assets being distributed among the holders of the Preferred shares and common shares, ranking pari passu with the Preferred shares, if any, ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.
A consolidation or merger of the Company with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Company, or the effectuation by the Company of a transaction or series of related transactions in which more than 50% of the voting shares of the Company is disposed of or conveyed, shall not be deemed to be a liquidation, dissolution, or winding up within the meaning of this Section. In the event of the merger or consolidation of the Company with or into another corporation, the Preferred shares shall maintain its relative powers, designations and preferences provided for herein and no merger shall result which is inconsistent therewith.
Written notice of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, stating a payment date and the place where the distributable amounts shall be payable, shall be given by mail, postage prepaid, no less than forty-five (45) days prior to the payment date stated therein, to the holders of record of the Preferred shares at their respective addresses as the same shall appear on the books of the Company.
(e) Conversion. With the consent of a majority of the votes of the shareholders, common shares may be converted to Preferred shares. The Preferred shares shall not have any conversion rights.
(f) Vote to Change the Terms of Issued Preferred Stock.
The affirmative vote at a meeting duly called for such purpose or the written consent without a meeting, of the holders of not less than fifty percent (50%) of the then outstanding Preferred shares (in addition to any other corporate approvals then required to effect such action), shall be required for any change to the Company's Articles of Incorporation which would amend, alter, change or repeal any of the powers, designations, preferences and rights of the Preferred Shares.
(g) Effect of Common Stock Splits, etc.
In the event the Company shall at any time declare or pay any dividend on the Common Share payable in shares of Common Share, or effect a subdivision or combination or consolidation of the outstanding shares of Common Share (by reclassification or otherwise than by payment of a
dividend in shares of Common Share) into a greater or lesser number of shares of Common Share, then in each such case the amount to which holders of Preferred shares were entitled immediately prior to such event, shall be adjusted by multiplying each such amount by a fraction, the numerator of which is the number of shares of Common Share outstanding immediately after such event and the denominator of which is the number of shares of Common Share that were outstanding immediately prior to such event.
(h) Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief.
The remedies provided in this Section shall be cumulative and in addition to all other remedies available under this Section, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a holder's right to pursue actual damages for any failure by the Company to comply with the terms of this Section. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of the Preferred Share and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holders of the Preferred Share shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.
(i) Failure or Indulgence Not Waiver. No failure or delay on the part of a holder of Preferred Shares in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.
DIRECTORS
ARTICLE IV