Attached files
file | filename |
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8-K - URBAN AG. CORP | v206581_8-k.htm |
EX-99.1 - URBAN AG. CORP | v206581_ex99-1.htm |
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION OF
AQUAMER
MEDICAL CORP.
(Pursuant
to Section 242 of
the
Delaware General Corporation Law)
Aquamer
Medical Corp. (the “Corporation “), a corporation organized and
existing under and by virtue of the Delaware General Corporation Law (the “DGCL
“), does hereby certify that:
The
Board of Directors of the Corporation at a meeting duly called unanimously
duly adopted resolutions setting forth a proposed amendment (the
“Amendment”) to the Certificate of Incorporation of the Corporation, as
amended (the “Certificate of Incorporation”), declaring the Amendment
advisability to its stockholders, and the Amendment was duly
adopted by the stockholders of the Corporation at a special meeting of its
stockholders. The Amendment is that the Certificate of
Incorporation is hereby amended to read as
follows:
|
ARTICLE One
NAME
Article One of the Restated Certificate
of Incorporation Aquamer Medical Corp., is amended and restated in its entirety
to read as follows:
The name of the corporation is Urban Ag.
Corp.
ARTICLE Four
CAPITALIZATION, PREEMPTIVE RIGHTS AND
VOTING
Section 1 of Article Four of the
Restated Certificate of Incorporation of Aquamer Medical Corp., is amended and
restated in its entirety to read as follows:
Section
1. As of the filing date of this
Certificate of Amendment (the “Effective Date”), a one-for-eighty-seven reverse
stock split (the “Reverse Stock Split”) of the Common Stock shall be effected,
whereby every EIGHTY-SEVEN (87) shares of Common Stock issued and outstanding
immediately prior to the Effective Date (the “Old Common Stock”) shall,
automatically without any action on part of the holder thereof, be converted
into ONE (1) share of Common Stock (the “New Common
Stock”). After giving effect to the Reverse Stock Split, all
shares shall be rounded down to the nearest whole number of shares, no
fractional shares shall be issued, and cash shall be paid in lieu thereof in an
amount equal to $3.48 (the as adjusted last reported price on October 29,
2010 on the Over the Counter Bulletin Board) times the fractional share (rounded
down to the nearest whole cent, but in no event less than one whole
cent). Each holder of a certificate or certificates which
immediately prior to the Effective Date represented outstanding shares of Old
Common Stock (the “Old Certificates”) shall, from and after the Effective Date,
be entitled to receive upon surrender of such Old Certificates to the
Corporation’s transfer agent for cancellation, a certificate or certificates
representing outstanding shares of New Common Stock into which the shares of Old
Common Stock formerly represented by such Old Certificates so surrendered were
combined pursuant to the terms of this Section. Until surrendered by
the holder thereof, each Old Certificate shall, from and after the Effective
Date, no longer represent the shares of Old Common Stock stated on the face of
such Old Certificate but shall be deemed to represent only the number of shares
of New Common Stock into which such shares of Old Common Stock were combined as
a result of the Reverse Stock Split.”
Authorized Shares. The
Corporation shall have authority to issue two classes of shares to be designated
respectively, “Common Stock” and “Preferred Stock.” Immediately following
the Reverse Stock Split, the total number of shares of capital stock that the
Corporation shall have the authority to issue is TWENTY-FIVE MILLION
(25,000,000), of which FIFTEEN MILLION (15,000,000) shall be Common Stock and
TEN MILLION (10,000,000) shall be Preferred Stock. Each share
of Common Stock shall have a par value of $.0001, and each share of Preferred
Stock shall have a par value of $.0001.
The Preferred Stock authorized by this
Certificate of Incorporation may be issued from time to time in one or more
series, at the discretion of the Board of Directors without Stockholder
approval, with each such series to consist of such number of shares and to have
such voting powers (whether full or limited, or no voting powers) and such
designations, powers, preferences and relative, participating, optional,
redemption, conversion, exchange or other special rights, and such
qualifications, limitations or restrictions thereof, as shall be stated in the
resolution or resolutions providing for the issuance of such series adopted by
the Board of Directors prior to the issuance thereof. The Board
of Directors is hereby expressly vested with the authority, to the fullest
extent now or hereafter provided by law, to adopt any such resolution or
resolutions. Each share of any series of Preferred Stock shall
be identical with all other shares of such series, except as to the date from
which dividends, if any, shall accrue.