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    News and Articles on Certificate Of Incorporation

    Archives: Certificate Of Incorporation

    Eddie Bauer Announces Special Meeting of Stockholders to Approve Amendment to Its Certificate of Incorporation  Sep 25, 2008
    SEATTLE, Sept. 24 /PRNewswire-FirstCall/ -- Eddie Bauer Holdings, Inc. (the "Company") (Nasdaq: ) announced today that it intends to hold a Special Meeting of Stockholders on November 21, 2008 to seek approval from its stockholders of a proposed amendment to its Certificate of Incorporation to extend the expiration date of an existing 4 ... The Company's Certificate of Incorporation currently contains limitations on the direct or indirect ownership of the Company's common stock or other classes... (PR Newswire)

    AIG Exhausts Options, Accepts Fed's Terms  Sep 24, 2008
    AIG will hold a special shareholders meeting to amend its certificate of incorporation, giving the U.S. Treasury the ability to convert the preferred stock it controls into common shares. AIG will pay dividends on the preferred stock. (SmartMoney)

    Dekania Corp. and Advanced Equities Financial Corp. Agree to Merge  Sep 16, 2008
    Dekania's officers and some of its directors are also stockholders of Dekania and have waived their rights to any liquidation distribution Dekania makes with respect to shares they acquired before the IPO. Therefore, their securities will be worthless if Dekania does not acquire a target business within two years of the IPO date, as required by its Certificate of Incorporation. Interested persons can read Dekania's current report on Form 8-K with respect to the merger agreement and, when... (PR Newswire)

    Perks and Perils of a Paperless Office  Sep 16, 2008
    Some examples are corporate formation documents such as charter, certificate of incorporation, articles of incorporation and other documents that affect identity or organization; certificates of title not recorded; negotiable instruments that have not been paid; and stocks, bonds, underwritings, mortgages, notes, vouchers, and stock and bond certificates that have not been canceled, redeemed, retired, sold, de-registered or otherwise disposed of. Accordingly, before advising your client that... (Law.com)

    Affinity Media International Corp. Announces Date of Special Meeting of Stockholders for Redemption of IPO Shares and Continuance of Corporate Existence  Sep 13, 2008
    Because Affinity did not complete a business combination on or prior to June 9, 2008, Affinity's amended and restated certificate of incorporation (the "Amended and Restated Certificate of Incorporation") requires Affinity to distribute to holders of shares of its common stock issued in Affinity's initial public offering ("IPO Shares") all amounts in the trust account (the "Trust Account") that was established at the consummation of Affinity's initial public offering ("IPO") into which a certain... (PR Newswire)

    NYRA ready for its rebirth  Sep 13, 2008
    The deed turnover would happen following approval of the certificate of incorporation of a newly constituted NYRA, which is expected to emerge from nearly two years in bankruptcy court today ... Joseph Mahoney, a spokesman for the Racing ing Board, said if the board's vote affirms the certificate of incorporation, the state will begin a new era of oversight as well. (Albany Times Union)

    Middle Kingdom Alliance Corp. To Merge With a Leading Distributor of Mobile Phones in China  Sep 9, 2008
    Each of Middle Kingdom's officers and directors is also a common stockholder of Middle Kingdom and therefore has no rights to any liquidation distribution Middle Kingdom makes with respect to the Class B shares sold in its IPO. Therefore, their common stock will be worthless if Middle Kingdom does not acquire a target business within two years of the IPO as required by Middle Kingdom's Certificate of Incorporation, unless an extension to such time is approved by its stockholders. Stockholders of... (PR Newswire)

    Eddie Bauer Announces Consent Solicitation for Its 5.25% Convertible Senior Notes Due 2014  Sep 6, 2008
    25% Convertible Senior Notes due 2014 (the "Notes") to an extension from January 4, 2009 to no later than January 1, 2012 of the current limitation contained in its Certificate of Incorporation on direct or indirect ownership of its common stock or other equity securities more particularly described below (the "Ownership Limitation"). An extension would involve an amendment (the "Amendment") to the indenture (the "Indenture") for the Notes, which would require the written consent of the Holders... (PR Newswire)

    Napster Concludes Dissident Candidates Unqualified for Board Seats  Aug 30, 2008
    First, the classified board structure has been a part of Napsters certificate of incorporation (and bylaws) since Napster became a public company in May 2001 ... Second, in this years proxy materials, your Board has recommended a proposal to our stockholders to amend Napsters certificate of incorporation to eliminate the classified board provision. (Yahoo! Wire -- Entertainment News)

    Threshold Pharmaceuticals Announces Reverse Stock Split  Aug 20, 2008
    In addition, the Company has filed an amendment to its Amended and Restated Certificate of Incorporation which has reduced the number of authorized shares of common stock from 150,000,000 shares to 50,000,000 shares ... The Company's stockholders approved the reverse stock split and the amendment to the Company's Amended and Restated Certificate of Incorporation at a meeting on May 13, 2008. (Primezone Releases)

    Standard Pacific Corp. Announces Results of Special Meeting of Stockholders  Aug 19, 2008
    Approval of the second proposal resulted in the adoption of the Company's Amended and Restated Certificate of Incorporation, which, among other things, increased the total number of shares of capital stock that the Company is authorized to issue from 210,000,000 shares to 610,000,000 shares, declassified the Company's Board of Directors, and removed certain supermajority voting requirements. Over 95% of the shares cast on proposal 2 were cast in favor. (PR Newswire)

    Genworth Financial Reports Second Quarter Net Operating Income Of $0.49 Per Diluted Share - Loss From Continuing Operations of $0.25 Per Diluted Share  Jul 30, 2008
    Actual outcomes and results may differ materially due to global political, economic, business, competitive, market, regulatory and other factors and risks, including the following: -- Risks relating to the company's businesses, including interest rate fluctuations, downturns and volatility in equity and credit markets, downgrades in the company's financial strength or credit ratings, insufficiency of reserves, legal constraints on dividend distributions by subsidiaries, intense competition,... (PR Newswire)

    Pro Brand International, Inc. Announces Retail Marine Package for XM(R) Satellite Radio  Jul 25, 2008
    In addition, the closing is conditioned on holders of less than 20% of the shares of Granahan McCourt common stock voting against the acquisition and electing to convert their Granahan McCourt common stock into cash, as permitted by the Granahan McCourt certificate of incorporation. We are very excited about this new partnership as it demonstrates PBIs competitive strengths and differentiated engineering and design capabilities, added David C. McCourt, Granahan McCourts CEO and... (Yahoo! Wire -- Entertainment News)

    VASCO Opens Subsidiary in Mumbai (India)  Jul 4, 2008
    VASCO received the official Certificate of Incorporation of VASCO Data Security (India) Private Limited at the end of Q2 2008. The new subsidiary will be responsible for sales and support in India. (PR Newswire)

    The Children's Place Retail Stores, Inc. Announces Results of Annual Meeting of Stockholders  Jun 28, 2008
    The approval of an amendment to the Company's certificate of incorporation to provide for majority voting in director elections. The approval of an amendment to the Company's Amended and Restated 2005 Equity Incentive Plan regarding non-employee director compensation. (Primezone Releases)

    BNS Holding, Inc. Reports Results for the Three Months Ended April 30, 2008  Jun 13, 2008
    At the Company's Annual Meeting of Stockholders held on May 21, 2008, the Company's stockholders approved a proposal which amends the Company's Certificate of Incorporation to limit the ability of stockholders from owning more than five percent of the outstanding shares of the Company other than those stockholders who obtain authorization from the Board of Directors or who owned more than 5% of the outstanding shares as of May 22, 2008. In addition, the stockholders elected Kenneth Kermes, J.... (PR Newswire)

    ExpressJet Continues to Explore Strategic Options and Signs New Capacity Purchase Agreement With Continental Airlines; Reduces Fleet in Response to Escalating Fuel Costs  Jun 6, 2008
    As previously announced, the company has filed a preliminary proxy statement for a special meeting of stockholders to be held on June 30, 2008, to approve the potential issuance of additional shares of its common stock in connection with its August 1 repurchase obligation under its convertible notes, as well as an amendment to its certificate of incorporation increasing the authorized number of shares of common stock. The company continues to work with its financial advisors at Goldman, Sachs nd... (PR Newswire)

    ExpressJet Continues Review of Strategic Alternatives and Enters Into Negotiations with Continental for a New Capacity Purchase Agreement  Jun 3, 2008
    25% Convertible Notes due 2023, it intends to call a special meeting of stockholders to approve a potential issuance of additional shares of ExpressJet common stock and an amendment to ExpressJet's certificate of incorporation increasing the authorized number of shares of common stock. In connection with the anticipated special meeting of stockholders, ExpressJet filed today a preliminary proxy statement with the Securities and Exchange Commission pursuant to Section 14(a) of the Securities... (PR Newswire)

    Conolog Announces Orders of $381,000 for April 2008  May 24, 2008
    Chairman of Conolog Robert Benou stated, "Our products continue to confirm market acceptance and we welcome new and existing customers to our product offerings. The Company will continue to expand its marketing efforts and is focused on expanding sales, product applications, related software and production capacity throughout 2008." Benou added that at a Special Meeting of the Company's shareholders held on May 21, 2008, the Company's shareholders approved a proposed amendment to the Company's... (PR Newswire)

    NL Industries, Inc. Announces Cash Quarterly Dividend and Results of Annual Shareholder Meeting  May 22, 2008
    NL also announced that at the annual shareholder meeting held today its shareholders had re-elected each of its six directors for terms of one year and adopted the proposals to amend and restate the certificate of incorporation. NL's directors are: Cecil H. Moore, Jr., Glenn R. Simmons, Harold C. Simmons, Thomas P. Stafford, Steven L. Watson and Terry N. Worrell. (PR Newswire)

    Ventas Declares Regular Quarterly Dividend of $0.5125 Per Share  May 20, 2008
    Ventas stockholders also ratified Ernst LLP as the Company's independent registered public accounting firm for 2008 and approved an amendment to the Company's Certificate of Incorporation to eliminate the Board's ability to provide waivers from the constructive ownership limitations therein relating to Ventas's status as a qualified real estate investment trust under U.S. federal income tax law. BOARD RE-APPOINTS LEADERSHIP Also today, consistent with the Company's commitment to sound corporate... (PR Newswire)

    Chevron reports $5.17 billion profit in Q1  May 4, 2008
    The board has recommended a 'yes' vote on a proposal to amend Chevron's certificate of incorporation to increase the number of authorized shares from 4 billion to 6 billion in order to facilitate a two-for-one stock split. O'Reilly, Chevron's CEO and chairman, earned a salary of $1. (Atlanta Business Chronicle, GA)

    Vectrix says shareholders approve 10-for-1 reverse stock split  May 2, 2008
    LONDON (Thomson Financial) - Vectrix Corp., the zero-emission scooter company, said it has approved an amendment to the company's certificate of incorporation, which will authorize a 10-for-1 reverse stock split. The company said it has elected Robin Aisher and Robert Bond as Class I directors with terms expiring in 2009 and also elected Joseph Vittoria and Christopher Moe as Class II Directors with terms expiring in 2010. (Forbes -- Markets)

    Zimbabwe power vacuum grows  Apr 11, 2008
    The state security printer told one Harare company it was too busy producing ballots for a runoff vote to issue a certificate of incorporation. Drivers in Harare parked their vehicles in restricted zones with little fear of being ticketed, while police checkpoints on main highways were unusually lax. (MSNBC -- International)

    Vermillion Meets Minimum Bid Price and Receives NASDAQ Staff Determination Letter for Minimum Market Capitalization  Mar 29, 2008
    The bid price requirement was met in part as a result of the 1-for-10 reverse stock split of the Company's outstanding common stock effected by the filing of the Company's Third Amended and Restated Certificate of Incorporation on February 29, 2008, which was disclosed by the Company on March 3, 2008. The reverse stock split was effective with respect to stockholders of record upon the close of business on March 3, 2008. (PR Newswire)

    Nigeria: Fraud Unit Investigates American Embassy  Mar 9, 2008
    We got him arrested equally and recovered a West African Senior School Certificate, Lagos State Certificate of Occupancy, a deed of agreement, a UBA and GTB statements of account, Corporate Affairs Commission certificate of Incorporation, Memorandum and Article of Association and Yaba College of Technology certificate from them. Kehinde Balogun made useful statements admitting that he paid one Ojolo Oluseyi the sum of N200,000 to procure the forged documents. (allAfrica.com)

    Oracle Healthcare Acquisition Corp. and Precision Therapeutics, Inc. Mutually Terminate Merger Agreement; Oracle Healthcare Acquisition Corp. Cancels Special Meeting  Mar 5, 2008
    Pursuant to the provisions of the Company's Amended and Restated Certificate of Incorporation, the Company will liquidate as promptly as practicable. The Company's board of directors has authorized the Company to commence a dissolution and liquidation process. (PR Newswire)

    Phoenix India Acquisition Corp. Agrees to Purchase 65% of Citius Power Limited; Intends to Seek Amendment to Certificate of Incorporation  Mar 5, 2008
    Under the existing provisions of Phoenix's certificate of incorporation, it would have to obtain stockholder approval and complete the transaction, by April 5, 2008 ... Phoenix intends to seek stockholder approval of an amendment to its certificate of incorporation to permit it to continue in existence following such distribution ... The Wind Energy Assets being acquired have been well-maintained by the operations and maintenance ("Ontractors and have excellent performance records. The Company... (PR Newswire)

    ION Media Networks Announces Completion of Reverse Stock Split and Suspension of Trading of Common Stock  Feb 21, 2008
    The reverse stock split became effective today upon the filing of an amendment to the Companys certificate of incorporation effecting the reverse stock split. As a result, all stockholders, other than CIG Media LLC, will receive a cash payment equal to $1. (Yahoo! Wire -- Entertainment News)

    Barclay Road Announces a Reverse Split of 50:1  Feb 16, 2008
    No Certificate of Amendment to its Certificate of Incorporation with the Wyoming Secretary of State is needed to effect the reverse stock split. On February 22, 2008, at 5:00 p.m. Eastern Time, the reverse stock split shall become effective. (Yahoo! Wire -- Entertainment News)

    Global Logistics Acquisition Corporation Receives Stockholder Approval of Acquisition of The Clark Group, Inc.  Feb 12, 2008
    In addition to approving the acquisition, GLAC's stockholders approved certain changes to the Company's certificate of incorporation relating to the transaction, including changing GLAC's name to Clark Holdings, Inc. upon consummation of the transaction. The stockholders also elected seven directors -- James J. Martell, Gregory E. Burns, Donald G. McInnes, Edward W. Cook, Maurice Levy, Brian H. Bowers and Timothy Teagan and approved GLAC's Long Term Incentive Plan. (PR Newswire)

    Rural/Metro earnings continue to drop as stockholders seek more control  Feb 12, 2008
    As part of that settlement agreement, Rural/Metro said it will seek stockholder approval for amendments to the company's certificate of incorporation to allow special meetings of stockholders to be called by stockholders holding an aggregate of 35 percent or more of the outstanding voting power of the company's voting stock. Basically, stockholders don't want Rural/Metro's board to amend the company's bylaws without stockholder approval. (Phoenix Business Journal, AZ)

    ION Media Networks Announces Voluntary Delisting of Its Common Stock from the American Stock Exchange  Feb 9, 2008
    The reverse stock split is expected to be effective on February 19, 2008, the date on which the previously announced action by written consent of the majority of the stockholders of the Company approving the filing of an amendment to the Company's certificate of incorporation effecting the reverse stock split will become effective. The delisting will be effected by the filing, on February 19, 2008, of a Form 25 with the Securities and Exchange Commission. (Yahoo! Wire -- Entertainment News)

    Battle between Liberty Media and Diller heats up  Jan 30, 2008
    In a complaint filed in a Delaware court last Wednesday, last for IAC asked that the spin-off plan and one-tier voting structure be declared proper under IAC's bylaws and certificate of incorporation. Liberty responded with its own lawsuit a day later, accusing Diller of staging a "corporate coup" and breaching the agreement that gave him proxy authority to vote Liberty's stock. (International Herald Tribune -- Technology)

    IAC's Diller looks to get free of Liberty  Jan 28, 2008
    Liberty's lawsuit responded to a motion IAC attorneys filed in Delaware Chancery Court last Wednesday, asking that the spinoff plan and one-tier voting structure be declared proper under IAC's bylaws and certificate of incorporation. IAC argued that maintaining a two-tier voting structure in the spinoff companies would give Liberty control of each, a power it currently does not have because of Diller's proxy. (Variety)

    A Gillette institution  Jan 20, 2008
    On Oct. 22, 1906, they signed the articles of association and certificate of incorporation, according to a Gillette News article. Joseph Maycock owned 65 100 shares, Alex Maycock 20 shares and the other three directors, five shares each. (Gillette News-Record, WY)

    news05.txtTEXTR*ch  Dec 29, 2007
    The application process also requires: a written marketing and advertising plan, projected attendance reports, proof of insurance, certificate of incorporation, and an IRS employer ID number. Applicants also will have to submit a final report with copies of invoices related to occupancy tax expenses after the event is over, attendance estimates, and a narrative describing the event and how successful marketing efforts were, with any helpful changes in the future. (Auburn Citizen, NY)

    A. Schulman Advises Shareholders to Elect A. Schulman's Experienced Slate of Directors and Reject Ramius' Opposition Slate  Dec 27, 2007
    -- Amended the corporate certificate of incorporation to remove supermajority voting for approval of business combinations. -- Linked management bonuses to key performance metrics of cash flow, return on invested capital and operating profit. (PR Newswire)

    Analysis: New company law to reduce red tape  Dec 14, 2007
    If you incorporate a company under the current Companies Act, you need to file a certificate of incorporation, certificate to commence business, memorandum of association and articles of association with the registrar of companies, to name but a few. The new bill makes provision for the completion of a memorandum of incorporation and the filing of a notice of incorporation. (Business Report, South Africa)

    Standard Pacific Corp. Stockholders Overwhelmingly Approve Increase in Authorized Shares  Dec 13, 2007
    Dec. 12 /PRNewswire-FirstCall/ -- Standard Pacific Corp. (NYSE: ) yesterday announced that more than 90% of the Standard Pacific stockholders who voted in person or by proxy at the Company's December 11, 2007 special meeting of stockholders voted in favor of the Company's proposal to amend its Restated Certificate of Incorporation to increase the total number of shares of capital stock authorized and available for issuance from 110,000,000 to 210,000,000 shares. Stephen J. Scarborough, the... (PR Newswire)

    Acura Pharmaceuticals, Inc. Announces Implementation of Reverse Stock Split and New Trading Symbol: ACPH  Dec 5, 2007
    Dec. 4 /PRNewswire-FirstCall/ -- Acura Pharmaceuticals, Inc. (OTC Bulletin Board: ACUR) today announced the filing of an amendment to its Certificate of Incorporation effecting a 1 for 10 reverse stock split. Commencing December 5, 2007, the Company's common stock will trade on a split adjusted basis under the symbol "ACPH". (PR Newswire)

    Malex Inc. Completes Share Exchange and $5.525 Million Private Placement  Nov 22, 2007
    525 million private placement of 3% convertible subordinated notes and warrants with accredited investors led by Barron Partners LP. Malex agreed to amend its certificate of incorporation to create a series of preferred stock to be designated as the series A preferred stock. Upon the creation of the series A preferred stock, the notes will be automatically converted into an aggregate of (i) 14,787,135 shares of series A preferred stock, with each share of series A preferred stock being initially... (PR Newswire)

    EarthLink Considering Strategic Alternatives for Municipal Wireless Business  Nov 17, 2007
    Cautionary Information Regarding Forward-Looking Statements This press release includes forward-looking" statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described. Although we believe that the expectations expressed in these forward-looking statements are reasonable, we cannot promise that our expectations will turn out to be correct. Our actual results could be materially different from and... (PR Newswire)

    Notice of Extraordinary General Meeting in Mandator AB (publ)  Nov 13, 2007
    If the power of attorney is issued by a legal entity, a notarially certified copy of the proof of registration or equivalent ( Certificate of Incorporation ) for the legal entity must be included. The power of attorney and the Certificate of Incorporation may not be older than one year ... An original power of attorney and any Certificate of Incorporation should be sent by post to the company at the address indicated above in good time before the meeting. (BusinessWire)

    Nash Finch Reports Third Quarter 2007 Results  Nov 13, 2007
    "I remain quite pleased with the overall improvements our company has made thus far this year, and specifically the improvements in EBITDA visible in the third quarter results, said Alec Covington, President and CEO of Nash Finch. EBITDA as a percentage of sales increased once again among all three business units versus the prior year, a trend which we have been able to sustain throughout 2007. These accomplishments have primarily resulted from improved inventory management resulting in higher... (BusinessWire)

    NOVT Corporation Announces Financial Results for the Quarter Ended September 30, 2007  Nov 9, 2007
    The new Certificate of Incorporation and Bylaws adopted by NOVT as a result of the re-incorporation effectively declassified the Board of NOVT, limits the ability of any person or group to acquire 4. 75% or more of NOVT's common stock (subject to certain exceptions as provided in the Certificate of Incorporation) in order to protect NOVT's ability to utilize its net operating loss carryforwards and renders inapplicable to NOVT the limitations of Section 203 of the Delaware General Corporation... (PR Newswire)

    IP proposes changes to board elections  Oct 18, 2007
    The board has authorized an amendment to the company's certificate of incorporation to declassify the board of directors and provide for the annual elections, the company stated in a release. If approved, the process will be phased in over three years. (Memphis Business Journal, TN)

    China Education Alliance, Inc. Announces One-for-three Reverse Stock Split  Oct 4, 2007
    On September 27, 2007, the Company's stockholders approved an amendment to the Company's certificate of incorporation that (i) changed the authorized capitalization to 20,000,000 shares of preferred stock and 150,000,000 shares of common stock and (ii) effected a one-for-three reverse split of the common stock ... "We believe the reverse stock split will place our company in a position to apply for listing on a market or exchange if we can meet the applicable listing requirements. Our goal is to... (PR Newswire)

    PlanetOut Inc. Reverse Stock Split Becomes Effective  Oct 2, 2007
    SAN FRANCISCO, Oct. 1 /PRNewswire-FirstCall/ -- PlanetOut Inc. (Nasdaq: - ), the leading media and entertainment company exclusively focused on the gay and lesbian market, today announced that its one-for-ten reverse stock split previously authorized by the board of directors and the stockholders of PlanetOut, became effective on October 1, 2007 upon the filing of an amendment to its certificate of incorporation with the State of Delaware. ADVERTISEMENT. (Yahoo! Wire -- Entertainment News)

    On2 postpones annual meeting to Oct. 10  Sep 25, 2007
    Other proposals include electing board members, authorizing an increase to the number of shares in the company, authorizing a stock exchange that will make Finnish mobile device video technology company a wholly owned subsidiary, and amending the company's certificate of incorporation to effect a reverse stock split. On2 (Amex: ONT), has its research and development team in Clifton Park. (Albany Business Review, NY)

    On2 Technologies' Annual Shareholder Meeting Adjourned until October 10, 2007  Sep 22, 2007
    The meeting was called for the purpose of considering the following proposals: (1) to amend the Company's bylaws to increase the number of members of its Board of Directors (Proposal #1); (2) to elect a Board of Directors of the Company (Proposal #2); (3) to approve an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of the Company's common stock (Proposal #3); (4) to approve the issuance of shares of the Company's common stock to be exchanged... (PR Newswire)

    NASDAQ with Borse Dubai and OMX Takes Leadership to Create a Unique Global Exchange Platform  Sep 20, 2007
    Borse Dubai will be limited to a five per cent voting stake in NASDAQ, which is the maximum allowed by NASDAQ's certificate of incorporation and bylaws. The parties expect that the above mentioned conditions will be fulfilled in January 2008, and that Borse Dubai's tender offer for OMX's shares will open for acceptances at that time. (Primezone Releases)

    Argyle Security shareholders back buy-out of ISI Security Group  Jul 31, 2007
    As a result of receiving shareholder approval, Argyle Security Acquisition Corp. will amend its certificate of incorporation to operated as The acquisition is expected to close on July 31. Some 89. (San Antonio Business Journal, TX)

    Argyle Security Acquisition Corp.  Jul 31, 2007
    Argyle Security shareholders back buy-out of ISI Security Group - San Antonio Business Journal. Members: Not Registered. (San Antonio Business Journal, TX)

    Ardea Biosciences, Inc. Stockholders Approve Company Proposals at July 27, 2007 Annual Meeting  Jul 28, 2007
    -- Approval of amendments to Ardea's Certificate of Incorporation and Bylaws to eliminate certain anti-takeover protections and change certain other provisions ... The changes also eliminated the supermajority vote required to amend Ardea's Certificate of Incorporation and Bylaws and limited the Board's ability to change the number of directors to a range of 5 to 11 directors. (PR Newswire)

    Azco Mining changes name to Santa Fe Gold Corp.  Jul 27, 2007
    Participants also approved amendments to the company's certificate of incorporation and an increase in common stock. Albuquerque-based Azco (OTCBB: AZMN) -- which exploits gold, silver, copper and industrial mineral deposits -- moved its headquarters from Arizona to New Mexico earlier this year. (New Mexico Business Weekly, NM)

    Crown Castle International Reiterates Second Quarter and Full Year 2007 Outlook  Jun 28, 2007
    Certain provisions of our certificate of incorporation, bylaws and operative agreements and domestic and international competition laws may make it more difficult for a third party to acquire control of us or for us to acquire control of a third party, even if such a change in control would be beneficial to our stockholders. Disputes with customers and suppliers may adversely affect results. (Primezone Releases)

    Horizon Lines, Inc. Announces Results of 2007 Annual Stockholder Meeting  Jun 6, 2007
    In addition, the shareholders voted to ratify the appointment of Ernst LLP as the Company's independent registered public accounting firm for its fiscal year ending December 23, 2007 and to amend the Company's certificate of incorporation to increase the maximum number of directors from 11 to 13. Admiral Clark was nominated on January 30, 2007 to join Horizon Lines' Board of Directors effective with the 2007 Annual Meeting. (PR Newswire)

    Fort Orange shareholders approve anti-takeover provisions  May 28, 2007
    Shareholders of approved an amendment to the holding company's certificate of incorporation that includes anti-takeover provisions. Fort Orange is the parent of. (Albany Business Review, NY)

    NASDAQ and OMX to Combine  May 25, 2007
    In addition, Hellman & Friedman, Silver Lake Partners, and Robert Greifeld have each agreed to vote their shares in favor of certain matters related to the Offer at the related NASDAQ shareholders' meeting, subject to the terms of NASDAQ's certificate of incorporation ... Hellman & Friedman, Silver Lake Partners, and Robert Greifeld have each agreed to vote their shares in favor of certain matters related to the Offer at the related NASDAQ shareholders' meeting, subject to the terms of NASDAQ's... (Primezone Releases)

    Fort Orange Financial shareholders approve anti-takeover provisions  May 23, 2007
    At Fort Orange's May 22 annual meeting, they approved an amendment to the holding company's certificate of incorporation that includes provisions "to help (Fort Orange) maintain its status as a locally-owned and operated independent financial institution.". Among the anti-takeover provisions: rules barring shareholders from cumulative voting for directors; limiting the voting rights of investors holding more than 10 percent of the stock (OTCBB: FOFC); and requiring a 75 percent majority of votes... (Albany Business Review, NY)

    Ventas Stockholders Re-Elect Directors, Ratify E&Y and Approve Charter Amendments  May 17, 2007
    Ventas stockholders also ratified Ernst LLP as the Company's independent registered public accounting firm for 2007 and approved amendments to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 180,000,000 to 300,000,000 and to include certain provisions limiting the constructive ownership of Ventas capital stock in order to provide further assurances for its continued compliance as a qualified real estate investment trust under U.S.... (PR Newswire)

    Northwest creditors OK reorganization plan  May 11, 2007
    The group had objected to several parts of Northwests plan, such as its poison pill and requirements that two-thirds of shareholders approve any changes to the companys certificate of incorporation and bylaws. Northwest changed the two-thirds vote requirement to a simple majority and said those claims holders had agreed to support the plan. (MSNBC -- Business)

    Notice of the Annual Meeting of Stockholders of EpiCept Corporation  May 5, 2007
    TARRYTOWN, N.Y., May 4 /PRNewswire-FirstCall/ -- EpiCept Corporation (Nasdaq and OMX Stockholm: EPCT) today announced: With this notice, stockholders of EpiCept Corporation are invited to the Annual Meeting of Stockholders ("the "Annual Meeting") on Wednesday 23 May 2007, at 10:00 AM EDT at the offices of Weil, Gotshal s, LLP in New York, New York. (Logo: ) Stockholders who wish to participate in the Annual Meeting must be EpiCept stockholders of record at the close of business on 5 April 2007... (PR Newswire)

    International Lorain Holding, Inc. Utilizes APO(SM) Service to Go Public and Complete Private Financing  May 4, 2007
    The Schedule 14C relates to the approval by Millennium's Board of Directors and stockholders of Millennium's Amended and Restated Certificate of Incorporation which: -- Increases the number of Millennium's authorized common stock; -- Effectuates a 1 for 32 ... After the amendment and restatement of Millennium's Certificate of Incorporation, the authorized common stock of Millennium will be increased from 20,000,000 to 200,000,000 shares ... 84 reverse split of Millennium's common stock, which... (PR Newswire)

    $5B offered for Dow Jones  May 2, 2007
    And Hammer had stepped down not long ago as the controlling family's representative Two years ago, Dow Jones shareholders approved changes to the certificate of incorporation and bylaws to allow the Bancrofts to reduce their ownership of "supervoting" shares without threatening their voting control. At that time, Dow Jones said family shareholders had "indicated that they expected that, within the next few years, they would begin" selling supervoting stock "to provide funds for investment... (Seacoast New Hampshire)

    OfficeMax Announces Dividend and Amendment to Charter Removing Supermajority Voting Requirements  Apr 27, 2007
    The company also announced that at the 2007 annual meeting of shareholders on April 25, 2007, OfficeMax shareholders voted in favor of a management proposal to amend the OfficeMax Certificate of Incorporation to remove the supermajority voting requirements. Having received the required affirmative vote of the holders of more than 80 percent of the outstanding shares of the company's common stock, the company intends to move forward to amend the company's charter to remove the supermajority... (PR Newswire)

    Parker Drilling Company Shareholders Approve Proposals at Annual Meeting  Apr 26, 2007
    HOUSTON, April 25 /PRNewswire-FirstCall/ -- At Parker Drilling Company's (NYSE: ) annual meeting today, shareholders elected two Class II directors, approved an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 140,000,000 to 280,000,000 and ratified the appointment of KPMG LLP as the Company's independent accountants for 2007. Robert E. McKee III, retired executive vice president of ConocoPhillips Inc.; and George... (PR Newswire)

    NPP man fingers Alan Kyerematen  Apr 26, 2007
    The role of PSI Properties Limited is popping up in the petition and the paper says its checks have revealed that PSI properties Limited was given a Certificate of Incorporation on the 10th day of July, 2003 duly signed by the Registrar of Companies and granted a Certificate to Commence Business on the 15th day of July, 2003. Documents from the Registrar General's Department in possession of GO name the subscriber(s) to PSI Properties Limited as PSI Ghana, with address as PSI Secretariat, State... (Ghana Web, Ghana)

    Allan Kyeremanten: Things Fall Apart  Apr 26, 2007
    The petition also raised an issue about the establishment of a company called PSI Properties, which was issued a certificate of incorporation in July 2003, having the Minister as its Chairman and a Director. The main subscribers of PSI Properties were said to be PSI Ghana, with its address as PSI Secretariat, State House, Osu -Accra. (Ghana Web, Ghana)

    Paramount Acquisition Corp. Obtains Extension to Complete Business Combination  Apr 25, 2007
    NEW YORK, April 25, 2007 (PRIME NEWSWIRE) -- Paramount Acquisition Corp. (OTC BB: - ) (OTC BB: - ) (OTC BB: - ) announced today that, pursuant to the provisions of its certificate of incorporation, it now has until October 27, 2007 to complete its business combination, having satisfied the criteria for extension set forth in the certificate of incorporation. ADVERTISEMENT. (Primezone Releases)

    Beacon Power Directors Vote to Declassify Board Structure, Increasing Accountability to Stockholders  Apr 25, 2007
    Among these declassification efforts, the Beacon Power Board of Directors has voted to amend the Company's By-laws to provide that each Board member's term expires at each Annual Meeting, and to recommend to stockholders that they approve certain corresponding amendments to the Company's Certificate of Incorporation at the upcoming 2007 Annual Meeting. If the Company's stockholders so approve, all of the directors elected at the 2007 Annual Meeting, which takes place on June 25th, will serve... (Yahoo! Wire -- Entertainment News)

    RR Donnelley governance proposal could spark renewed take-private interest, sources say  Apr 24, 2007
    Donnelleys Certificate of Incorporation requires the two-thirds supermajority, and a two-thirds vote of Donnelleys shareholders is required to lessen the requirement to a simple majority. When Donnelley was in take-private discussions last Summer, at least one major shareholder balked at the proposed buyout price range. (FT.com -- Markets)

    Oil Refineries Gives Notice of Extraordinary General Meeting  Apr 23, 2007
    The Proxy Statement should be sent to the Company's offices at the above-mentioned address, so that it shall arrive at the Company's offices no later than 72 hours prior to the convening of the General Meeting, with the proprietary right confirmation attached, or a copy of the shareholder's identity card, Passport or Certificate of Incorporation, if the shareholder is registered in the Company's Register. 5. (PR Newswire)

    Brown Shoe Co. Inc.  Apr 18, 2007
    Shareholders also will vote on an amendment to the company's Certificate of Incorporation to reduce the par value of the common stock from $3. 75 per share to 1 cent per share, and to ratify Ernst & Young LLP as its independent registered public accountanting firm. (St. Louis Business Journal, MO)

    Read the filing  Apr 18, 2007
    Our certificate of incorporation, bylaws and convertible notes contain provisions that could delay or discourage a takeover attempt, which could prevent the completion of a transaction in which our stockholders could receive a substantial premium over the then-current market price for their shares. Certain provisions of our restated certificate of incorporation and our amended and restated bylaws may make it more difficult for, or have the effect of discouraging, a third party from acquiring... (USA Today -- Tech)

    Vonage details Citron's background  Apr 13, 2007
    Our certificate of incorporation, bylaws and convertible notes contain provisions that could delay or discourage a takeover attempt, which could prevent the completion of a transaction in which our stockholders could receive a substantial premium over the then-current market price for their shares. Certain provisions of our certificate of incorporation and bylaws may make it more difficult for, or have the effect of discouraging, a third party from acquiring control of us or changing our board... (USA Today -- Money)

    CLST Holdings Reports Results for the First Quarter of 2007  Apr 10, 2007
    Results of Special Stockholder Meeting During the Company's Special Meeting of stockholders on March 28, 2007, holders of a majority of the Company's outstanding common stock voted to approve the U.S. Sale Agreement, the Mexico Sale Agreement, the Liquidation and Dissolution proposal, and the amendment of the Company's Certificate of Incorporation to change the corporate name to CLST Holdings, Inc. Of the 21,158,740 shares issued and outstanding as of the record date, the Company received the... (PR Newswire)

    Vitrolife: Notice to Attend the Annual General Meeting  Apr 4, 2007
    Any party representing a legal entity must produce a copy of the certificate of incorporation or equivalent authorization documents showing the authorized signatory for the company. In order to be entitled to attend the Annual General Meeting, shareholders whose shares are registered through a bank, a private securities broker or some other nominee must temporarily re-register their shares in their own name with the VPC (Swedish Securities Register Centre). (BusinessWire)

    Thorough investigation of alleged illegal deals  Apr 1, 2007
    The commissioner (appeals) considered the details furnished by the assessee before the assessing officer including the certificate of incorporation of corporate subscribers, copies of their bank statements and copies of their assessments orders as well as the copies of their audited accounts and held that the assessee had satisfactorily established the identity of the share subscribers. The commissioner (appeals) deleted the addition. (Financial Express)

    Eddie Bauer Prices Convertible Notes Offering  Mar 30, 2007
    Prior to the expiration of the ownership limitations currently contained in Eddie Bauer's certificate of incorporation, Eddie Bauer must pay cash in settlement of any converted notes. The notes will be guaranteed by certain of Eddie Bauer's domestic subsidiaries, including its primary operating subsidiary Eddie Bauer, Inc. The notes will not be callable at the option of Eddie Bauer but holders will have the right to require Eddie Bauer repurchase their notes at a price equal to par plus accrued... (PR Newswire)

    A&P heirs assail Princeton (Joyce Howard Price)  Mar 21, 2007
    "The certificate of incorporation for the Robertson Foundation very clearly establishes that Princeton is the sole beneficiary of this gift to support the graduate program of the Woodrow Wilson School," said Cass Cliatt. Ms. Cliatt said attorneys for the Robertson family had repeatedly raised concerns about costs to the foundation for a three-year-old trial program known as the Graduate Funding Agreement. (Washington Times, DC)

    Delta Develops Comprehensive Compensation Program to Allow Employees to Share in Company's Future Success  Mar 20, 2007
    Delta also plans to file Disclosure Statement supplements on fresh start reporting and on its post-emergence Certificate of Incorporation (or Charter) and Bylaws. Delta's new compensation program was developed in close coordination with Delta's Board of Directors and was approved by the Official Committee of Unsecured Creditors. (Primezone Releases)

    Franks Building New Leadership Institute  Mar 12, 2007
    A certificate of incorporation has been issued. The board of trustees has been selected and has elected officers and established committees and chairpersons. (Newsmax)

    Sipex Announces Reverse Stock Split  Feb 23, 2007
    Feb. 22 /PRNewswire-FirstCall/ -- Sipex Corporation (OTC: SIPX.PK) today announced that it has filed an Amendment to its Certificate of Incorporation to affect a previously approved reverse stock split on a one for two (1:2) basis, which will take effect tomorrow, Friday, February 23, 2007 at 1:31 p.m. Pacific Standard Time. As a result of the reverse stock split, each two shares of our currently issued and outstanding common stock as of the close of business on February 23, 2007 will be... (PR Newswire)

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