JAH » Topics » General Corporation Law of the State of Delaware)

This excerpt taken from the JAH 8-K filed Nov 20, 2009.

General Corporation Law of the State of Delaware)

Jarden Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Company”), certifies as follows:

FIRST: The Certificate of Designations filed on November 20, 2008 and constituting part of the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Designations”) authorizes the issuance of 1,000,000 shares of a series of Preferred Stock designated as Series D Junior Participating Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”).

SECOND: Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors of the Company adopted the following resolutions:

RESOLVED, that none of the authorized shares of the Series D Junior Participating Preferred Stock, par value $0.01 per share, (the “Series D Preferred Stock”) are outstanding and none of the authorized shares of such series of preferred stock will be issued subject to the Certificate of Designations with respect to the Series D Preferred Stock filed on November 20, 2008 and constituting part of the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Designations”); and

RESOLVED, that the Secretary of the Company is authorized and directed to execute a Certificate of Elimination as provided by Section 151(g) of the DGCL in accordance with Section 103 of the DGCL, substantially in the form attached as an exhibit to these resolutions, with such changes therein as the Secretary may approve and as are permitted by the DGCL to be made by such officer, such approval to be conclusively evidenced by the Secretary’s execution of such Certificate of Elimination, and to file the same forthwith in the Office of the Secretary of State of the State of Delaware, and when such Certificate of Elimination becomes effective, all references to the Series D Preferred Stock in the Restated Certificate of Incorporation, as amended of the Company shall be eliminated and the shares of Series D Preferred Stock shall resume the status of authorized and unused shares of preferred stock of the Company, without designation as to series.

THIRD: Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series D Preferred Stock in the Certificate of Incorporation of the Company hereby are eliminated, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Preferred Stock of the Company, without designation as to series.


IN WITNESS WHEREOF, the Company has caused this certificate to be signed by John E. Capps, its Senior Vice President, General Counsel and Secretary, this 19th day of November, 2009.

 

JARDEN CORPORATION

/s/ John E. Capps

Name:   John E. Capps
Title:  

Senior Vice President, General Counsel and Secretary

This excerpt taken from the JAH 10-Q filed Nov 9, 2005.

General Corporation Law of the State of Delaware)

 

Jarden Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), certifies as follows:

 

FIRST: The Certificate of Designations filed on January 19, 2005 and constituting part of the Corporation’s Restated Certificate of Incorporation, as amended (the “Certificate of Designations”) authorizes the issuance of 500,000 shares of a series of Preferred Stock designated as Series B Convertible Participating Preferred Stock, par value $0.01 per share, with a stated value of $1,000 per share (the “Series B Preferred Stock”).

 

SECOND: Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors of the Corporation adopted the following resolutions:

 

RESOLVED, that none of the authorized shares of the Series B Convertible Participating Preferred Stock, par value $0.01 per share, (the “Series B Preferred Stock”) are outstanding and none of the authorized shares of such series of preferred stock will be issued subject to the Certificate of Designations with respect to the Series B Preferred Stock filed on January 19, 2005 and constituting part of the Corporation’s Restated Certificate of Incorporation, as amended (the “Certificate of Designations”); and

 

RESOLVED, that the Secretary of the Corporation is authorized and directed to execute a Certificate of Elimination as provided by Section 151(g) of the DGCL in accordance with Section 103 of the DGCL, substantially in the form attached as an exhibit to these resolutions, with such changes therein as the Secretary may approve and as are permitted by the DGCL to be made by such officer, such approval to be conclusively evidenced by the Secretary’s execution of such Certificate of Elimination, and to file the same forthwith in the Office of the Secretary of State of the State of Delaware, and when such Certificate of Elimination becomes effective, all references to the Series B Preferred Stock in the Restated Certificate of Incorporation, as amended of the Corporation shall be eliminated and the shares of Series B Preferred Stock shall resume the status of authorized and unused shares of preferred stock of the Corporation, without designation as to series.


THIRD: Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series B Preferred Stock in the Certificate of Incorporation of the Corporation hereby are eliminated, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Preferred Stock of the Corporation, without designation as to series.


IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Ian G.H. Ashken, its Chief Financial Officer and Secretary, this 7th day of November, 2005.

 

JARDEN CORPORATION

/s/ Ian G.H. Ashken


Name:   Ian G.H. Ashken
Title:   Chief Financial Officer and Secretary

EXCERPTS ON THIS PAGE:

8-K
Nov 20, 2009
10-Q
Nov 9, 2005
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki