MBHI » Topics » ANNEX B - REVERSE STOCK SPLIT FORM OF CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MIDWEST BANC HOLDINGS, INC.

This excerpt taken from the MBHI DEF 14A filed Dec 3, 2009.
ANNEX B — REVERSE STOCK SPLIT

FORM OF CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MIDWEST BANC HOLDINGS, INC.
 
The undersigned officer of Midwest Banc Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:
 
FIRST:  The name of the Corporation is Midwest Banc Holdings, Inc.
 
SECOND:  At the Effective Time, the first paragraph of Section 4 of the Amended Restated Certificate of Incorporation of the Corporation shall be hereby amended to read in its entirety as follows:
 
The total number of shares of stock which the corporation shall have authority to issue is      million (  ,000,000), divided into two classes as follows: one million (1,000,000) of which shall be preferred stock, $0.01 par value (the “Preferred Stock”), and      million (  ,000,000) of which shall be common stock $0.01 par value (the “Common Stock”). Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this certificate of amendment to the Amended and Restated Certificate of Incorporation of the corporation, each [100] [150] [200] [250] shares of the Corporation’s Common Stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, par value $0.01 per share, without any further action by the corporation or the holder thereof, subject to the treatment fractional share interests as described below (the “Reverse Stock Split”). No fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from the corporation’s transfer agent in lieu of such fractional share interests upon the submission of a transmittal letter by a stockholder holding the shares in book-entry form and, where shares are held in certificated form, upon the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by the corporation’s transfer agent of all fractional shares otherwise issuable. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of common stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.
 
THIRD:  The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
 
FOURTH:  The foregoing amendment shall be effective upon filing with the Secretary of State of the State of Delaware.


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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer, this [  ] day of [          ], 2009.
 
MIDWEST BANC HOLDINGS, INC.
 
  By: 
    
Name:     
Title:


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