MDWERKS, INC. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amended and Restated Certificate of Incorporation
On
Provision of Prior Certificate Provision of A&R Certificate
Registered SECOND Its registered office Section 2. The name and address of
Office in the State of Delaware is to the registered agent of the
be located at 2711 Centerville Corporation in the State of
Road, Suite 400, in the City Delaware is Corporate Creations
of Wilmington, County of New Network Inc., 3411 Silverside Road
Castle and its registered Tatnall Building #104, Wilmington,
agent at such address is DE 19810, New Castle County, or
CORPORATION SERVICE COMPANY. such other agent and address as the
Board of Directors of the
Corporation (the "Board") shall
from time to time select.
Description FOURTH The total number of Section 4 The total number of
of Capital shares of stock which this shares of all classes of stock,
Stock corporation is authorized to which the Corporation shall have
issue is One Hundred Million authority to issue shall be Three
(100,000,000) shares of common Hundred Million (300,000,000)
stock with a par value of shares of common stock, par value
$.001 and Ten million of $0.001 per share (the "Common
(10,000,000) shares of Stock") and Ten Million
preferred stock with a par (10,000,000) shares of preferred
value of $.001 . stock, par value of $0.001 per
share (the "Preferred Stock").
Preemptive Not addressed Section 4(b)(i) No shareholders of
Rights of the Corporation holding Common
Common Stock shall have any preemptive or
Stock other right to subscribe for any
additional unissued or treasury
shares of stock or for other
securities of any class, or for
rights, warrants or options to
purchase stock, or for scrip, or
for securities of any kind
convertible into stock or carrying
stock purchase warrants or
privileges unless so authorized by
the Corporation.
Provision of Prior Certificate Provision of A&R Certificate
Voting Rights Not addressed Section 4(b)(ii) With respect to
and Powers of all matters upon which stockholders
Common Stock are entitled to vote or to which
stockholders are entitled to give
consent, the holders of the
outstanding shares of the Common
Stock shall be entitled to cast
thereon one (1) vote in person or
by proxy for each share of the
Common Stock standing in his/her
name.
Cash Not addressed Section 4(b)(iii)(A) Subject to the
Dividends rights of holders of Preferred
Stock, holders of Common Stock
shall be entitled to receive such
cash dividends as may be declared
thereon by the Board from time to
time out of assets of funds of the
Corporation legally available
therefore.
Other Not addressed Section 4(b)(iii)(B) The Board may
Dividends and issue shares of the Common Stock in
Distributions the form of a distribution or
of Common distributions pursuant to a stock
Stock dividend or split-up of the shares
of the Common Stock.
Other Rights Not addressed Section 4(b)(iv) Except as
of Common otherwise required by the DGCL and
Stock as may otherwise be provided in
these Certificate of Incorporation,
each share of the Common Stock
shall have identical powers,
preferences and rights, including
rights in liquidation.
Classes of Not addressed Section 4(c) The powers,
Preferred preferences, rights,
Stock qualifications, limitations and
restrictions pertaining to the
Preferred Stock, or any series
thereof, shall be such as may be
fixed, from time to time, by the
Board in its sole discretion.
Authority of Not addressed. Section 4(c)(i) - 4(c)(ix)
Board to fix describes the authority of the
powers, Board to determine various powers,
rights, rights, and restrictions pertaining
restrictions to the preferred stock
of preferred
stock
Provision of Prior Certificate Provision of A&R Certificate
Cumulative Not addressed. Section 4(e) Except as otherwise
Voting required by applicable law, there
shall be no cumulative voting on
any matter brought to a vote of
stockholders of the Corporation.
Voting as Not addressed. Section 4(f) provides that except
One Class as otherwise required by the DGCL,
the certificate of incorporation or
any designation for a class of
preferred stock, (i) all shares of
capital stock of the Corporation
shall vote together as one class on
all matters submitted to a vote of
the stockholders; and (ii) the
affirmative vote of a majority of
the voting power of all outstanding
shares of voting stock entitled to
vote in connection with the
applicable matter shall be required
for approval of such matter.
Section Not addressed. Section 4(g) indicates that for the
242(b)(2) avoidance of doubt, the intent of
Election Section 4(g) is, and the operation
of Section 4(f) shall be, that,
without limitation, (i) the number
of authorized shares of common
stock may be increased or decreased
by the affirmative vote of the
holders of a majority of the stock
of the Corporation entitled to vote
irrespective of Section 242(b)(2)
of the DGCL, with no vote of any
holders of a particular class of
stock, voting as a separate class,
being required; and (ii) unless
otherwise set forth in a
certificate of designations for the
applicable class of preferred
stock, the number of authorized
shares of any class of preferred
stock may be increased or decreased
by the affirmative vote of the
holders of a majority of the stock
of the Corporation entitled to vote
irrespective of Section 424(b)(2)
of the DGCL, with no vote of any
holders of a particular class of
stock, voting as a separate class,
being required.
Adoption of SIXTH The Board of Directors Section 6. In the furtherance and
Bylaws shall have the power to adopt, not in limitation of the powers
amend or repeal the by-laws. conferred by statute and subject to
Section 7, the Board is expressly
authorized to adopt, repeal,
rescind, alter or amend in any
respect the bylaws of the
Corporation. Section 3(g).
Corporation shall have power to
make bylaws not inconsistent with
the constitution or laws of the
United States or of the State of
Delaware.
Provision of Prior Certificate Provision of A&R Certificate
Stockholder Not addressed. Section 7. Notwithstanding Section
Amendment 6, the Bylaws may also be adopted,
of Bylaws repealed, rescinded, altered or
amended in any respect by the
stockholders of the Corporation,
but only by the affirmative vote of
the holders of the holders of a
majority of the voting power of all
outstanding shares of voting stock,
regardless of class and voting
together as a single voting class.
Management Not addressed. Section 7. Board of Directors. The
of business and affairs of the
Corporation Corporation shall be managed by and
under the direction of the Board.
Except as may otherwise be provided
in connection with rights to elect
additional directors under
specified circumstances, which may
be granted to the holders of any
class or series of Preferred Stock,
the number of directors of the
Corporation may be amended from
time to time as set forth in the
Bylaws. The exact number of
directors shall be fixed from time
to time by the Board pursuant to a
. . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
3.1 Amended and Restated Certificate of Incorporation of the
registrant.
3.2 Amended and Restated Bylaws of the registrant.
3.3 Certificate of Elimination of the registrant.
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