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Document Preview Articles of Incorporation [Amended and Restated] |
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Title: |
Articles of Incorporation [Amended and Restated] |
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Entities: |
Kinetic Concepts, Inc.; Kinetic Concepts Inc. |
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Date: |
2004 |
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Size: |
Preview shows 4KB of 14KB total |
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Price: |
$29 |
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ID: |
#185035 |
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The name of the corporation (which is hereinafter called the "Corporation") is Kinetic Concepts, Inc.
The period of duration of the Corporation is perpetual.
The purpose for which the Corporation is organized is to transact any or all lawful business for which corporations may be organized under the Texas Business Corporation Act; provided, however, that the Corporation shall not transact any business in this state that is prohibited by Article 2.01-B of the Texas Business Corporation Act (the "TBCA").
The total number of shares of all classes of stock that the Corporation is authorized to issue is 275,000,000 shares, of which 225,000,000 shares shall be designated Common Stock, par value $.001 per share ("Common Stock"), and 50,000,000 shares shall be designated Preferred Stock, par value $.001 per share ("Preferred Stock").
The Preferred Stock may be divided into and issued in one or more series. The Board of Directors of the Corporation is expressly authorized to establish series of unissued shares of Preferred Stock and to fix and determine the designations, preferences, limitations and relative rights, including voting rights, of the shares of such series in a resolution or resolutions adopted by the Board of Directors providing for the issue of Preferred Stock of such series. In such resolution or resolutions the Board of Directors, to the extent applicable, shall:
(i) designate the series and specify the number of shares of Preferred Stock which shall belong to such series;
(ii) fix the rate of any dividend for such series of Preferred Stock, which dividend may vary from series to series;
(iii) specify whether dividends for such series are cumulative, non-cumulative or partially cumulative;
(iv) specify the manner in which dividends for such series are payable and the date or dates from which such dividends shall accrue;
(v) state whether the shares of such series have preferences over any other class, classes or series of shares as to the payment of dividends;
(vi) state whether such series shall be redeemable and the price at and the terms and conditions on which shares of such series may be redeemed, which redemption may be at the
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