BGC » Topics » GENERAL CABLE CORPORATION BOARD OF DIRECTORS ON FEBRUARY 20, 2007

This excerpt taken from the BGC DEF 14A filed Mar 28, 2007.

GENERAL CABLE CORPORATION BOARD OF DIRECTORS ON FEBRUARY 20, 2007



WHEREAS, the Board of Directors believes that it is advisable and in the best interests of the Corporation and its stockholders to amend certain provisions of its Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of common stock to be available for issuance by the Board of Directors from time to time for stock splits, stock dividends, acquisitions, future financings, employee benefit plans and for other proper corporate purposes.


NOW, THEREFORE, BE IT:


RESOLVED, that a proposal to amend Article FOURTH of the Certificate of Incorporation to increase the number of authorized shares of common stock from 75,000,000 to 200,000,000 (“Proposal 3”) is hereby approved and be submitted to stockholders for their approval at the Annual Meeting; and be it further


RESOLVED, that, subject to the approval of stockholders of Proposal 3, SECTION 4.1 of ARTICLE IV of the Certificate of Incorporation be amended to read in its entirety as follows:


“SECTION 4.1. Total Number of Shares of Stock. The total number of shares of capital stock of all classes that the Corporation shall have authority to issue is two hundred twenty five million (225,000,000) shares. The authorized capital stock is divided into twenty five million (25,000,000) shares of preferred stock, of the par value of $.01 each (the “Preferred Stock”), and two hundred million (200,000,000) shares of common stock, of the par value $.01 each (the “Common Stock”)”;


and be it further


RESOLVED, that at any time prior to the effectiveness of the filing of the Certificate of Amendment of Certificate of Incorporation with the office of the Secretary of State of the State of Delaware, the Board of Directors may abandon such proposed amendment to the Certificate of Incorporation without any further action by the stockholders of the Corporation; and be it further


RESOLVED, that the proper officers of the Corporation are hereby authorized to take any and all such further action and to execute any and all further instruments and documents, in the name and on behalf of the Corporation, under its corporate seal or otherwise, and to pay all such costs and expenses, as shall be necessary or appropriate to carry out the intent and accomplish the purposes of the foregoing resolutions, and all previous actions taken and instruments and documents executed by the proper officers of the Corporation in the name and on behalf of the Corporation consistent with the purposes of the foregoing resolutions are hereby ratified, confirmed and approved.





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