LWSN » Topics » CERTIFICATE OF DESIGNATIONS OF SERIES B PARTICIPATING PREFERRED STOCK OF LAWSON SOFTWARE, INC.

This excerpt taken from the LWSN 10-K filed Aug 29, 2006.

CERTIFICATE OF DESIGNATIONS
OF
SERIES B PARTICIPATING PREFERRED STOCK
OF
LAWSON SOFTWARE, INC.

(as amended as of August 29 , 2006)

Section 1.   Designation and Amount.  The shares of such series shall be designated as “Series B Junior Participating Preferred Stock” (the “Series B Junior Participating Preferred Shares”) and the number of shares constituting the Series B Junior Participating Preferred Shares shall be 7,500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors and any necessary stockholder approval; provided, however, that no decrease shall reduce the number of shares of Series B Junior Participating Preferred Shares to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Preferred Shares.

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