f) Approval of an amendment to the company's certificate of incorporation
regarding the company's future issuance of stock options to certain insiders.
In 1984, the certificate of incorporation
of Alumax was restated and the shareholders agreement and bylaws were revised.
The board of directors must look to the b-laws, the proprietary lease and the certificate of incorporation
of the cooperative housing corporation to find such authority.
Although the Company expects to file the amendment to its Certificate of Incorporation
to effect the stock split as soon as practicable, the exact timing of this filing will be determined by the Company's board of directors based on its evaluation as to when and if such action will be the most advantageous to the Company and its stockholders.
2: Amendment to the Certificate of Incorporation
to change the name of the Company to Earthstone Energy, Inc.
Engelke commented, "As previously disclosed in the proxy materials, the Company's Board of Directors believes that the current provisions of our Certificate of Incorporation
and Bylaws are in the best interests of the Company and its shareholders and are necessary to promote stability in the Company's corporate governance and to protect shareholders from hostile takeover abuses.
Consideration of, and voting upon, a proposed amendment to the Company's Certificate of Incorporation
to increase authorized share capital of Preferred shares, par value $.
The proposed amendments to Article Fourth of the Company's Restated Certificate of Incorporation
would eliminate the provisions that relate to the Company's Junior Participating Preferred Stock Series D, which was created for issuance under the Company's Shareholder Rights Agreement, which expired in August 2007.
Approved an amendment to the Company's Certificate of Incorporation
to authorize the issuance of up to 50,000,000 shares of blank check preferred stock
15 /PRNewswire/ -- Deere & Company (NYSE: DE) stockholders, at a special meeting held today, approved an amendment to the company's certificate of incorporation
increasing the company's authorized number of shares, in order to facilitate a three-for-one stock split in the form of a 200 percent stock dividend.
At the same time, shareholders holding a majority of the company's common stock approved the deletion of a provision in the company's certificate of incorporation
that allowed shares of the company's common stock to be "dragged-along" in a transaction arranged by the company's largest shareholder.
The proposals approved were: (a) the issuance of up to 36,201,465 shares in an exchange offer with non-bank debtholders (the "Exchange"); (b) the issuance of up to 78,750,000 shares in a private equity placement (the "Placement"); (c) the amendment of the company's Certificate of Incorporation
to increase authorized common stock from 25,000,000 to 180,000,000; (d) the further amendment of the company's Certificate of Incorporation
to reverse split outstanding common stock on a one-for-four basis and reduce authorized common stock from 180,000,000 to 45,000,000; and (e) the further amendment of the company's Certificate of Incorporation
to change the company's name to The Movie Group Inc.