Attached files
| file | filename |
|---|---|
| 10-Q - Merriman Holdings, Inc | v202328_10q.htm |
| EX-3.6 - Merriman Holdings, Inc | v202328_ex3-6.htm |
| EX-32.1 - Merriman Holdings, Inc | v202328_ex32-1.htm |
| EX-31.1 - Merriman Holdings, Inc | v202328_ex31-1.htm |
| EX-31.2 - Merriman Holdings, Inc | v202328_ex31-2.htm |
Exhibit
3.5
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
MERRIMAN
CURHAN FORD GROUP, INC.
Merriman
Curhan Ford Group, Inc. (the “Corporation”), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
I.
That the Board of Directors of the Corporation has duly adopted a resolution
proposing and declaring advisable an Amendment to the Certificate of
Incorporation of the Corporation effecting a 1-for-7 reverse stock split.
The resolution setting forth the proposed amendment is as follows:
RESOLVED,
that the Certificate of Incorporation of Merriman Curhan Ford Group, Inc. be
amended effective as of 12:01 a.m. August 16, 2010 by inserting the following
paragraph immediately after the second paragraph of Article IV
thereof:
1-for-7
Reverse Stock Split Ratio
Effective
at 4:30 p.m., New York City time, on the date of filing of this Certificate
of Amendment with the Delaware Division of Corporations (the “Reverse Split
Effective Time”), every seven issued and outstanding shares of the Common Stock
issued and outstanding shall be automatically changed and reclassified, as of
the Reverse Split Effective Time and without further action, into one fully paid
and nonassessable share of the Common Stock. No fractional share shall be issued
in connection with the foregoing reverse stock split; and all shares of Common
Stock so split that are held by a stockholder will be aggregated subsequent to
the foregoing reverse stock split and each fractional share resulting from such
aggregation of Common Stock held by such stockholder shall be exchanged for a
cash payment in U.S. dollars equal to such fraction multiplied by seven times
the average of the closing bid and asked price per share of Common Stock as
quoted on the NASDAQ Stock Market for the five trading days immediately
preceding the Effective Date. Any stock certificate that represented shares of
Common Stock immediately before the Reverse Split Effective Time shall,
automatically and without the need to surrender the same for exchange, represent
the number of shares of Common Stock immediately after the Reverse Split
Effective Time resulting from the reverse stock split.
II.
That on August 10, 2010, the aforesaid amendments were duly adopted by
shareholder vote in accordance with the applicable provisions of Section 242 and
Section 211 of the General Corporation Law of the State of
Delaware.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be
signed by its authorized officer this 10th day of August, 2010.
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By:
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/s/
D. Jonathan Merriman
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D.
Jonathan Merriman
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Chief
Executive Officer
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