Attached files
| file | filename |
|---|---|
| 8-K - CLX MEDICAL, INC. | clx8k030510.htm |
| EX-10.2 - CLX MEDICAL, INC. | ex10-2.htm |
| EX-10.1 - CLX MEDICAL, INC. | ex10-1.htm |
Exhibit
3.1
CERTIFICATE
OF DESIGNATIONS
OF
CLX
MEDICAL, INC.
ESTABLISHING
THE DESIGNATIONS, PREFERENCES,
LIMITATIONS
AND RELATIVE RIGHTS OF ITS
SERIES
C PREFERRED STOCK
Pursuant
to Section
7-108-202 of the Colorado Business
Corporation Act (the “Act”),
CLX Medical, Inc., a corporation organized and existing under the Act (the
"Company"),
DOES HEREBY CERTIFY that
pursuant to the authority conferred upon the Board of Directors of the Company
by the Articles of Incorporation of the Company, and pursuant to Section
7-106-102 of the Act, the Board of Directors, by unanimous written consent of
all members of the Board of Directors on March 26, 2010, duly adopted a
resolution providing for the issuance of a series of 1,000 shares of Series C
Preferred Stock, which resolution is and reads as follows:
RESOLVED, that pursuant to the
authority expressly granted to and invested in the Board of Directors of the
Company by the provisions of the Articles of Incorporation of the Company, a
series of the preferred stock, par value US $0.01 per share, of the Company be,
and it hereby is, established; and it is
further
RESOLVED, that the series of
preferred stock of the Company be, and it hereby is, given the distinctive
designation of “Series C
Preferred Stock”; and it is
further
RESOLVED, that the Series C
Preferred Stock shall consist of 1,000 shares; and it is
further
RESOLVED, that the Series C
Preferred Stock shall have the powers and preferences, and the relative,
participating, optional and other rights, and the qualifications, limitations,
and restrictions thereon set forth below (the “Designation”
or the “Certificate
of Designation”):
Section 1. DESIGNATION OF
SERIES; RANK. The shares of such series shall be designated as
the "Series C
Preferred Stock" and the number of shares initially constituting such
series shall be up to one thousand shares (1,000).
Section
2. DIVIDENDS. The holders of the Series
C Preferred Stock shall not be entitled to receive dividends paid on the common
stock.
Section
3. LIQUIDATION PREFERENCE. The holders
of the Series C Preferred Stock shall not be entitled to any liquidation
preference.
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Section
4. VOTING.
4.1 Voting
Rights. The holders of the Series C Preferred Stock will have
the voting rights as described in this Section 4 or as required by
law. For so long as any shares of the Series C Preferred Stock
remain issued and outstanding, the holders thereof, voting separately as a
class, shall have the right to vote on all shareholder matters equal to
fifty-one percent (51%) of the total vote. For example, if there are
10,000 shares of the Company’s common stock issued and outstanding at the time
of a shareholder vote, the holders of the Series C Preferred Stock, voting
separately as a class, will have the right to vote an aggregate of 10,400
shares, out of a total number of 20,400 shares voting.
4.2 Amendments
To Articles And Bylaws. So long as the Series C Preferred
Stock is outstanding, the Company shall not, without the affirmative vote of the
holders of at least 66-2/3% of all outstanding shares of Series C Preferred
Stock, voting separately as a class (i) amend, alter or repeal any provision of
the Articles of Incorporation or the Bylaws of the Company so as to adversely
affect the designations, preferences, limitations and relative rights of the
Series C Preferred Stock or (ii) effect any reclassification of the Series C
Preferred Stock.
4.3 Amendment
Of Rights Of Series C Preferred Stock. The Company shall not, without the
affirmative vote of the holders of at least 66-2/3% of all outstanding shares of
the Series C Preferred Stock, amend, alter or repeal any provision of this
Statement of Designations.
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PROVIDED, HOWEVER, that
the Company may, by any means authorized by law and without any vote of
the holders of shares of the Series C Preferred Stock, make technical,
corrective, administrative or similar changes in this Statement of
Designations that do not, individually or in the aggregate, adversely
affect the rights or preferences of the holders of shares of the Series C
Preferred Stock. The Company may also designate and issue
additional series of preferred stock from time to time in the sole
discretion of the Company’s Board of Directors, which such rights,
privileges, preferences and limitations shall be determined by the
Company’s Board of Directors in its sole discretion, and which
designations and issuances shall not require the approval of the holders
of the Series C Preferred
Stock.
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Section
5. CONVERSION RIGHTS. The shares of the
Series C Preferred Stock shall have no conversion rights.
Section
6. REDEMPTION RIGHTS. The shares of the
Series C Preferred Stock shall be automatically, and without any required action
by the Company or the holder thereof, redeemed by the Company at their par value
on October 2, 2010 (the “Deadline”),
in the event the Company has not affected a merger with or into, and/or has not
otherwise entered into a business combination transaction with Stealth Trucking,
Inc. (a “Combination”
and the “Automatic
Redemption”). No Automatic Redemption shall occur and the
Company shall have no other right to redeem the Series C Preferred Stock in the
event the Combination has been effected prior to the Deadline.
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Section
7. NOTICES. Any notice required
hereby to be given to the holders of shares of the Series C Preferred Stock
shall be deemed given if deposited in the United States mail, postage prepaid,
and addressed to each holder of record at his address appearing on the books of
the Company.
Section
8. MISCELLANEOUS.
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8.1
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The
headings of the various sections and subsections of this Certificate of
Designation are for convenience of reference only and shall not affect the
interpretation of any of the provisions of this Certificate of
Designation.
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8.2
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Whenever
possible, each provision of this Certificate of Designation shall be
interpreted in a manner as to be effective and valid under applicable law
and public policy. If any provision set forth herein is held to
be invalid, unlawful or incapable of being enforced by reason of any rule
of law or public policy, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating or
otherwise adversely affecting the remaining provisions of this Certificate
of Designation. No provision herein set forth shall be deemed dependent
upon any other provision unless so expressed herein. If a court of
competent jurisdiction should determine that a provision of this
Certificate of Designation would be valid or enforceable if a period of
time were extended or shortened, then such court may make such change as
shall be necessary to render the provision in question effective and valid
under applicable law.
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8.3
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Except
as may otherwise be required by law, the shares of the Series C Preferred
Stock shall not have any powers, designations, preferences or other
special rights, other than those specifically set forth in this
Certificate of Designation.
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NOW THEREFORE BE IT RESOLVED,
that the Designation is hereby approved, affirmed, confirmed, and ratified; and
it is further
RESOLVED, that each officer of
the Company be and hereby is authorized, empowered and directed to execute and
deliver, in the name of and on behalf of the Company, any and all documents, and
to perform any and all acts necessary to reflect the Board of Directors approval
and ratification of the resolutions set forth above; and it is
further
RESOLVED, that in addition to
and without limiting the foregoing, each officer of the Company and the
Company’s attorney be and hereby is authorized to take, or cause to be taken,
such further action, and to execute and deliver, or cause to be delivered, for
and in the name and on behalf of the Company, all such instruments and documents
as he may deem appropriate in order to effect the purpose or intent of the
foregoing resolutions (as conclusively evidenced by the taking of such action or
the execution and delivery of such instruments, as the case may be) and all
action heretofore taken by such officer in connection with the subject of the
foregoing recitals and resolutions be, and it hereby is approved, ratified and
confirmed in all respects as the act and deed of the Company.
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IN WITNESS WHEREOF, the
undersigned, being the sole Director of CLX Medical, Inc., a Colorado
corporation, does hereby execute this consent effective this 2nd day of April
2010.
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SOLE DIRECTOR:
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/s/ Jose Chavez
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Jose
Chavez
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Director
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