Certificate of Amended Articles of Incorporation - Sealy Mattress Co.
C-108 Prescribed by
TED W. BROWN Charter #________
Secretary of State Approved by______
Date_____________
Fee$_____________
CERTIFICATE
OF
AMENDED ARTICLES OF INCORPORATION
OF
Sealy Mattress Company (formerly Ohio-Sealy Mattress Manufacturing Co.)
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(Name of Incorporation)
Thomas L. Smudz , who is ( ) Chairman of the Board
--------------------------------- ( ) President (check one)
(X) Vice President
and John D. Moran , who is ( ) Secretary (check one)
------------------------------ (X) Assistant Secretary
of the above named Ohio corporation for profit with its principal location at
Cleveland, Ohio do hereby certify that: (check the appropriate box and complete
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the appropriate statements)
[ ] a meeting of the shareholders was duly called and held on
__________, 19__, at which meeting a quorum of the shareholders was
present in person or by proxy, and by the affirmative vote of the
holders of shares entitling them to exercise _____% of the voting
power of the corporation,
[X] in a writing signed by all of the shareholders who would be entitled
to a notice of a meeting held for that purpose,
the following Amended Articles of Incorporation were adopted to supersede and
take the place of the existing Articles and all amendments thereto:
AMENDED ARTICLES OF INCORPORATION
FIRST: The name of the corporation is Sealy Mattress Company .
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SECOND: The place in the State of Ohio where its principal office is
located is the City of Cleveland , Cuyahoga County.
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THIRD: The purposes of the corporation are as follows:
To engage in any lawful act or activity for which a corporation
may be formed in Ohio.
FOURTH: The number of shares which the corporation is authorized to have
outstanding is 1,000 shares of common stock with a par value of
$1.00 per share.
FIFTH: These amended articles of incorporation take the place of and
supersede the existing articles of incorporation as heretofore
amended.
IN WITNESS WHEREOF, the above named officers, acting for and on behalf of
the corporation, have subscribed their names this 28 day of January ,
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1988.
X[signed] Thomas L. Smudz
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(Chairman, President or Vice President)
X[signed] John D. Moran
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(Secretary of Assistant Secretary)
NOTE: Ohio law does not permit one officer to sign in two capacities. Two
separate signatures are required, even if this necessitates the
election of a second officer before the filing can be made.
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AMENDED ARTICLES OF INCORPORATION
---------------------------------
OF
--
OHIO-SEALY MATTRESS MANUFACTURING CO.
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ARTICLE I
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NAME
The name of the corporation shall be OHIO-SEALY MATTRESS MANUFACTURING CO.
(hereinafter called the "Corporation").
ARTICLE II
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PRINCIPAL PLACE OF BUSINESS
The place in Ohio where the principal of ice of the Corporation is to be located
is Cleveland, Cuyahoga County, Ohio.
ARTICLE III
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PURPOSES
The said Corporation is formed for the purpose of engaging in the business of
manufacturing, buying, selling, and generally dealing in mattresses, springs,
bedding and in fabrics, cloth, materials, articles and commodities.
In furtherance and not in limitation of the general powers conferred by the
laws of the State of Ohio, and the objectives and purposes herein set
forth, it is expressly provided that this Corporation shall also have the
following powers, to-wit:
To purchase, acquire, hold, convey, lease, mortgage, or dispose of
property, real or personal, tangible or intangible.
To have one or more offices, warehouses and/or manufacturing facilities to
carry on any or all of its operations and business, and without
restrictions or limitations as to amount, to purchase, lease or otherwise
acquire, hold and own, and to mortgage, sell, convey, lease, or otherwise
dispose of real and personal property of every class and description in any
of the states, territories or possessions of the United States and in the
District of Columbia, and in any and all foreign
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countries, including the Commonwealth of Puerto Rico, subject to the laws
of such state, district, territory, possession or country.
To invest in, buy and sell, long or short, on margin or otherwise, stocks
(whether common or preferred) bonds, securities, commodities, undivided
interests in any real or personal property, shares or interest in
investment companies or investment trusts, or discretionary Common Trust
Funds and any other property, real or personal, foreign or domestic; and
for the foregoing purposes, to borrow money or pledge the credit or any
assets of the Corporation.
To purchase or other vise acquire, hold, sell and transfer the shares of
its own common shares, provided it shall not use its funds or property for
the purchase or acquisition of its own shares of common shares when such
use would cause any impairment of its capital except as otherwise permitted
by law, and provided further that shares of its own common shares belonging
to it shall not be voted directly or indirectly. This power shall include,
but not by way of limitation, the right to re-purchase its shares upon the
termination of employment or the death of a shareholder.
To acquire in whole or in part the business, good will, rights, property
and assets of all kinds of any corporation, association, partnership,
combination, organization, entity, or individual, domestic or foreign; and
to pay for the same in cash, stocks, bonds, notes, debentures or other
securities or obligations of the Corporation or otherwise; and to hold,
possess and improve such properties and to conduct in any legal manner the
whole or any part of the business so acquired; and to pledge, mortgage,
sell or otherwise dispose of the same.
To endorse or guarantee the payment of principal or interest, or both, or
dividends upon any stocks, bonds, obligations or other securities or
evidences of indebtedness issued or created by any other corporation of the
State of Ohio, or any other state, or of any country, nation or government,
or political authority, so far as the same may be permitted by law.
To do any or all of the things herein set forth to the same extent as
natural persons might or could do in any part of the world, as principals,
agents, contractors, trustees or otherwise, alone or in company with
others.
It is the intention that the purposes, objects, and powers specified in this
Article III and all subdivisions thereof shall, except as otherwise expressly
provided, in no wise be limited or restricted by reference to or inference from
the terms of any other clause or paragraph of this Article, and that each of the
purposes, objects, and powers specified in this Article III shall be regarded as
independent purposes, objects, and powers.
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ARTICLE IV
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CAPITAL STOCK
A. AUTHORIZED SHARES
-----------------
The number of shares which the Corporation is authorized to have
issued and outstanding is 25,500,000 shares, consisting of 25,000,000
shares of Common Stock with a par value of $1.00 per share
(hereinafter designated "Common Stock") and 500,000 shares of
Preferred Stock with a par value of $1.00 per share (hereinafter
designated "Preferred Stock").
B. COMMON STOCK
------------
The Common Stock shall be subject to the express terms of the
Preferred Stock and any series thereof. Each share of Common Stock
shall be equal to every other share of Common Stock.
C. PREFERRED STOCK
---------------
(1) General
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(a) In the discretion of the Board of Directors, shares of
Preferred Stock may be issued from time to time in one or
more series. The express terms of shares of Preferred Stock
of different series shall be identical, except that there may
be variations in respect of: (i) the dividend rate, (ii) the
dates of payment of dividends and the dates from which they
are cumulative, (iii) redemption rights and price, (iv)
liquidation price, (v) sinking fund requirements, (vi)
conversion rights, (vii) restrictions on the issuance of
shares of the same series or of any other class or series,
and (viii) any and all other terms in respect of which
variations may be from time to time permitted by law.
(b) The Board of Directors is hereby authorized and empowered to
adopt amendments to these .Amended Articles of Incorporation
in respect of any unissued or treasury shares of Preferred
Stock and thereby to fix or change: (i) the division of such
shares into series and the designation and authorized number
of shares of each series, (ii) the dividend rate, (iii) the
dates of payment of dividends and the dates from which they
are cumulative, (iv) liquidation price, (v) redemption rights
and price, (vi) sinking fund requirements, (vii) restrictions
on the issuance of shares of any class or series, and (ix)
any and all other terms in respect of which the adoption of
such amendments by the Board of Directors may be from time to
time permitted by law.
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(c) Nothing in the immediately preceding Clauses (a) and (b) is
intended to require that shares of any series in fact possess
any or all of the terms referred to in the enumerations
contained in said Clauses or permitted bylaw, whether or not
shares of any one or more other series do in fact possess
such terms.
(2) Dividends
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(a) Holders of Preferred Stock of each series shall be entitled
to receive dividends, when and as declared by the Board of
Directors, which shall be payable at such times and at such
rates, but not in excess thereof, as maybe fixed by the Board
of Directors, in preference to and in priority over dividends
on the Common Stock. Such dividends on the Preferred Stock
shall be cumulative with respect to each such series from the
date determined by the Board of Directors.
(b) So long as any shares of Preferred Stock are outstanding, the
Corporation shall not declare or pay any dividend on or make
any distribution of assets on account of Common Stock, or
purchase directly or indirectly any Common Stock, unless all
accumulated dividends on the Preferred Stock have been
declared and paid.
(3) Liquidation
-----------
Upon any dissolution, liquidation or winding-up of the
Corporation, the holders of Preferred Stock shall be entitled to
receive out of the assets of the Corporation, whether from
capital, surplus or earnings, and before any distribution of any
assets shall be made on account of Common Stock, the amount per
share fixed by the Board of Directors plus unpaid dividends to
the date fixed for distribution. Holders of Preferred Stock shall
be entitled to no further participation in any distribution made
in conjunction with any such dissolution, liquidation or winding-
up. Neither the consolidation or merger of the Corporation nor
the sale of all or substantially all of its assets shall be
deemed a dissolution, liquidation or winding-up within the
meaning of this Paragraph.
(4) Redemption
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(a) Any series of Preferred Stock which is redeemable shell be
subject to the following provisions of this Paragraph (4),
except as the Board of Directors shall otherwise provide
pursuant to the provisions of Clause (b) of Paragraph (1) of
this Section C.
(b) The Corporation, at its option to be exercised by the Board
of Directors, may redeem the whole or any part of the shares
of such
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series, at any time or from time to time, at the redemption
price fixed for such shares by the Board of Directors plus
unpaid dividends to the redemption date fixed by the Board of
Directors. If at any time less than all of the shares of such
Preferred Stock then outstanding shall be called for
redemption, the Board of Directors may select the series of
such Preferred Stock to be redeemed, and if less than all the
shares of such series are to be called for redemption, the
shares to be redeemed may be selected by lot, or pro rata, or
by such other method as the Board of Directors may deem
equitable. Notice of every such redemption, stating the
redemption date, the redemption price, and the place of
payment thereof, shall be given by mailing a copy of such
notice to the holders of record of the shares to be redeemed
at their addresses as the same appear in the records of the
Corporation and by publishing such notice at least once in a
newspaper of general circulation in the cities of Cleveland,
Ohio, and New York, New York, but not less than thirty (30)
days nor more than sixty (60) days prior to the date fixed
for redemption.
(c) If such notice of redemption shall have been duly given, and
if on or before the redemption date specified in such notice
all funds necessary for such redemption shall have been set
aside so as to be available herefor, then, notwithstanding
that any certificate for shares so called for redemption
shall not have been surrendered for cancellation, from and
after the redemption date, the shares represented thereby
shall no longer be deemed outstanding and all rights with
respect to such shares shall cease and terminate, except only
the right of the holders thereof to receive the amount
payable upon redemption, but without interest, upon
endorsement, if required, and surrender of the certificates
for such shares.
(d) If, before the redemption date specified in such notice, the
Corporation shall deposit with a bank or trust company named
in such notice, doing business in Cleveland, Ohio, or New
York, New York, and having a capital and surplus aggregating
at least $5,000,000, in trust, to be applied to the
redemption of the shares so called for redemption, all funds
necessary for such redemption, payable at any time after such
deposit to the holders entitled thereto, but without
interest, upon endorsement, if required, and surrender of the
certificates for such shares, then, notwithstanding that any
certificate for shares so called for redemption shall not
have been surrendered for cancellation, from and after the
date of such deposit, the shares represented thereby shall no
longer be deemed outstanding and all rights with respect to
such shares shall cease and terminate except (i) the right of
the holders thereof to receive from such bank or trust
company the amount payable upon
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redemption, but without interest, upon endorsement, if
required, and surrender of the certificates for such shares
and (ii) any conversion rights then in effect with respect to
such shares, such conversion rights to cease and terminate on
the redemption date or on such earlier date as may now or
hereafter be provided in these Amended Articles of
Incorporation. Any funds so deposited which shall not be
required for such redemption by reason of the exercise of any
such conversion rights subsequent to the date of such deposit
shall be returned to the Corporation. All interest accrued on
funds so deposited shall belong to the Corporation and shall
be paid to it from time to time. In case the holders of
shares called for redemption shall not, within three (3)
years after such deposit, claim the amount deposited with
respect to the redemption thereof, such bank or trust company
shall, upon demand, without the necessity of notifying any
then holders of the shares so called for redemption, pay over
to the Corporation such unclaimed amounts, and thereupon such
bank or trust company shall be relieved of any responsibility
in respect thereof, and the holders of the shares so called
for redemption shall thereafter look only to the Corporation
for the payment thereof, but without interest.
D. VOTING RIGHTS
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(1) General
-------
Each shareholder shall be entitled to cast one vote for each share.
Except as otherwise provided by law or by these Amended Articles of
Incorporation, the shareholders of all classes shall vote as a single
class. In case of any action for which the affirmative vote of the
holders of a designated proportion of the shares of any class is
required by law or by these Amended Articles of Incorporation, the
shareholders of such class shall vote as a single class irrespective
of series.
(2) Protective Provisions as to Preferred Stock
-------------------------------------------
(a) The Corporation shall not, without first obtaining the affirmative
vote of the holders of at least a majority of the outstanding
shares of Preferred Stock, authorize or create, or increase the
authorized amount of, Preferred Stock or a class of stock ranking
on a parity with or prior to the Preferred Stock (or any security
convertible into such Preferred Stock or class or stock ranking on
a parity with or prior to the Preferred Stock); provided, however,
that the holders of the shares of Preferred Stock shall not have
any rights under the provisions of this Clause (a) to vote in
respect of any action specified in this Clause (a) if, in
connection with the accomplishment of such action, provision is to
be made for the redemption of all of the shares of Preferred Stock
at the time outstanding.
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(b) If and whenever dividends on the Preferred Stock shall be in
arrears and such arrears shall aggregate an amount at least equal
to six (6) quarterly dividends upon such stock, the holders of the
Preferred Stock, voting separately as a class, shall be entitled,
at any annual meeting of the shareholders or at a special meeting
of the holders of the Preferred Stock called as hereinafter
provided, to elect two (2) Directors (hereinafter sometimes called
the "Preferred Directors") in addition to all other rights to vote
for Directors. Whenever all arrears in dividends on the Preferred
Stock then outstanding shall have been paid and dividends thereon
for the then current dividend period shall have been paid, or
declared and a sum sufficient in payment thereof set apart, the
right of the holders of the Preferred Stock to elect two (2)
Directors shall cease, subject always to the same provisions for
the vesting of such voting rights in the case of any similar
future arrearages in dividends. At any time after such voting
power shall have been so vested in the holders of the Preferred
Stock, the Secretary of the Corporation may, and, upon the written
request of the holders of record of twenty-five per cent (25%) or
more of the Preferred Stock then outstanding, addressed to him at
the principal office of the Corporation, shall, call a special
meeting of the holders of the Preferred Stock for the election of
the Preferred Directors, to be held within thirty (30) days after
such call and at the place and upon the notice provided by law and
by the Code of Regulations of the Corporation for the holding of
meetings of shareholders; provided, however, that the Secretary
shall not be required to call such special meeting in the case of
any such request received less than ninety (90) days before the
date fixed for any annual meeting of shareholders. If any such
special meeting required to be called as provided shall not be
called by the Secretary within the thirty (30) days after the
receipt of any such request, then the holders of record of twenty-
five per cent (25%) or more of the shares of the Preferred Stock
then outstanding may designate in writing one of their number to
call such meeting, and the person so designated may call such
meeting to be held at the place and upon the notice above provided
and for that purpose shall have access to the stock ledger of the
Corporation. No such special meeting and no adjournment thereof
shall be held on a date later than thirty (30) days before the
annual meeting of the shareholders next succeeding the time when
the holders of the Preferred Stock become entitled to elect the
Preferred Directors. At any special or annual meeting at which
Preferred Directors are to be elected, the holders of at least a
majority of the issued and outstanding shares of Preferred Stock,
present in person or by proxy, shall constitute a quorum for the
holding of such election. In the absence of such quorum, the
holders of a majority of such shares present or represented may
adjourn such election by resolution to a date fixed therein and no
further notice thereof shall be required. At any special meeting
or annual meeting at which Preferred Directors are to be elected,
provided a quorum of the holders of Preferred Stock is present in
person or by proxy, then by vote of the holders of at least a
majority of the
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shares of Preferred Stock present or represented at such meeting,
the holders of the Preferred Stock shall be entitled to elect the
Preferred Directors, and, unless an increase in the authorized
number of Directors theretofore made pursuant to this Clause (b)
is then in effect, the then authorized number of Directors of the
Corporation shall be increased by two (2) for such meeting.
Preferred Directors shall hold office until the next annual
election of Directors and until their respective successors shall
have been duly elected and qualified. In the event that any
vacancy shall occur among the Preferred Directors, the remaining
Preferred Director shall within one (1) month after its occurrence
designate in a writing filed with the Secretary of the Corporation
the person to fill such vacancy, but if such remaining Preferred
Director shall not file such designation within such time, or if
there be no remaining Preferred Director, such vacancy or
vacancies may be filled by a majority of the remaining members of
the Board of Directors. In the event that any vacancy shall occur
among the Directors other than Preferred Directors, such vacancy
shall be filled by a majority of the remaining Directors other
than Preferred Directors. Whenever the holders of the Preferred
Stock shall be divested of the voting power as above provided, the
terms of office of the Preferred Directors shall forthwith
terminate and the number of the Board of Directors shall be
reduced accordingly.
E. ELIMINATION OF PRE-EMPTIVE AND OTHER RIGHTS
-------------------------------------------
Except for the conversion rights now or hereafter expressly provided for in
these Amended Articles of Incorporation, no shareholder of any class shall
have any pre emptive or other right to subscribe for, purchase or acquire
shares of the same or any other class, or any securities convertible into
or evidencing or accompanied by any right to subscribe for, purchase or
acquire shares of the same or any other class, whether now or hereafter
authorized.
ARTICLE V
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VOTING REQUIREMENTS
A. VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS
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(1) Vote Requirements
-----------------
The affirmative vote of the holders of not less than eighty (80)
percent of the outstanding shares of Common Stock of the Corporation
and the affirmative vote of the holders of not less than sixty-seven
(67) percent of the outstanding shares of Common Stock of the
Corporation held by shareholders other than a "Related Person" (as
defined in this Article) who is a party to any "Business Combination"
(as defined in this Article) shall be required for the approval or
authorization of
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such Business Combination of the Corporation with a Related Person;
provided, however, that the eighty (80) percent and sixty-seven (67)
percent voting requirements shall not be applicable if:
(a) The "Continuing Directors" of the Corporation (as defined in this
Article) by a two-thirds (2/3) vote (i) have expressly approved
the acquisition of outstanding shares of Common Stock of the
Corporation that caused the Related Person involved in the
Business Combination to become a Related Person, such approval
being made prior to said acquisition, or (ii) have expressly
approved the Business Combination prior to that time at which the
Related Person involved in the Business Combination became a
Related Person; or
(b) The Business Combination is solely between the Corporation and
another corporation, 50 percent or more of the voting stock of
which is owned by the Corporation and none of which is owned by
the Related Person; provided that if the Corporation is not the
surviving entity each shareholder of the Corporation receives the
same type of consideration in such transaction in proportion to
the shares owned; or
(c) The Business Combination is a merger or consolidation, and the
cash or fair market value (as Determined by the Continuing
Directors) of the property, securities or other consideration to
be received per share by holders of Common Stock of the
Corporation pursuant to the Business Combination is not less than
the higher of (i) the highest per share price paid by the Related
Person involved in the Business Combination in acquiring any of
its holdings of the Corporation's Common Stock or (ii) an amount
that bears the same or greater percentage relationship to the
market price of the Corporation's Common Stock immediately prior
to the announcement of such Business Combination as the highest
per share price determined in Clause (i) above bears to the market
price of the Corporation's Common Stock immediately prior to the
commencement of the acquisition of the Corporation's Common Stock
that caused such Related Person to become a Related Person.
Appropriate adjustments shall be made regarding both clauses (i)
and (ii) above for recapitalizations and for stock splits, stock
dividends, and like distributions.
(2) Definitions
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For the purposes of this Article:
(a) The term "Business Combination" shall mean (i) any merger or
consolidation of the Corporation with or into a Related
Person; (ii) any sale, lease, exchange, transfer or other
disposition, including without limitation a mortgage or any
other security device of all or any "Substantial Part" (as
defined in this Article) of
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the assets of the Corporation (including without limitation
any voting securities of a subsidiary) or of the assets of a
subsidiary of the Corporation, to a Related Person; (iii) any
merger or consolidation of a Related Person with or into the
Corporation or a subsidiary of the Corporation; (iv) any sale,
lease, exchange, transfer or other disposition of all or any
Substantial Part of the assets of a Related Person to the
Corporation or a subsidiary of the Corporation; (v) the
issuance of am securities of the Corporation or a subsidiary
of the Corporation to a Related Person; (vi) the acquisition
by the Corporation or a subsidiary of the Corporation of any
securities of a Related Person; and (vii) any agreement,
contract or other arrangement providing for any transactions
herein described in Clauses (i) to (vi) of this definition of
Business Combination.
(b) The term "Related Person" shall mean and include any
individual, corporation, partnership or other person or entity
which, together with their "Affiliates" and "Associates" (as
defined on January 7, 1983, in Rule 12b-2 promulgated under
the Securities Exchange Act of 1934), "Beneficially Owns" (as
defined on January 7, 1983, in Rule 13d-3 promulgated under
the Securities Exchange Act of 1934) in the aggregate twenty
(20) percent or more of the outstanding shares of Common Stock
of the Corporation, and shall mean any Affiliate or Associate
of such Related Person.
(c) The term "Substantial Part" shall mean more than thirty (30)
percent of the fair market value of the total assets of the
Corporation in question, as determined by the Continuing
Directors, at the end of the Corporation's most recent fiscal
year ending prior to the time said determination is made.
(d) The term "Continuing Director" shall mean a director who was a
member of the Board of Directors of the Corporation
immediately prior to the time the Related Person involved in a
Business Combination became a Related Person.
(e) For the purposes of subparagraph A(1 )(c) of this Article, the
term "other consideration to be received" shall include,
without limitation, Common Stock of the Corporation retained
by its existing public shareholders in the event of a Business
Combination in which the Corporation is the surviving
corporation.
(f) Without limitation, any shares of Common Stock of the
Corporation that any Related Person has the right to acquire
pursuant to any agreement, or upon exercise of conversion
rights,
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warrants or options. or otherwise, shall be deemed
beneficially owned by a Related Person.
B. REPEAL OR AMENDMENT OF VOTE REQUIREMENTS FOR CERTAIN BUSINESS COMBINATIONS
--------------------------------------------------------------------------
The provisions set forth at this Section B of Article V and at Section A of
Article V herein may not be repealed or amended in any respect, unless such
action is approved by the affirmative vote of the holders of not less than
eighty (80) percent of the outstanding shares of Common Stock of the
Corporation; provided, however, that if there is a Related Person such
eighty (80) percent vote must include the affirmative vote of at least
sixty-seven (67) percent of the outstanding shares of Common Stock held by
shareholders other than a Related Person.
C. OTHER VOTING REQUIREMENTS
-------------------------
Notwithstanding any provision of the Ohio Revised Code, now or hereafter in
force, requiring for any purpose the vote or consent of the holders of
shares entitling them to exercise two-thirds (2/3) or any other proportion
of the voting power of the Corporation or of any class or classes of shares
thereof, such action may be taken by the vote or consent of the holders of
shares entitling them to exercise a majority of the voting power of the
Corporation or of such class or classes. This Clause shall not apply to the
voting requirements of Sections A and B of this Article V.
ARTICLE VI
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PURCHASE OF STOCK
Any provision hereof to the contrary notwithstanding, the Corporation shall have
the power upon the affirmative note of a simple majority of its Board of
Directors to purchase, to hold, to sell and to transfer shares of its own
capital stock.
ARTICLE VII
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INTERDEALING
No officer, Director or shareholder of the Corporation shall be disqualified by
his office, membership or stock ownership from dealing or contracting with the
Corporation, whether as vendor, purchaser, employee, agent or in any other
similar or dissimilar capacity, nor shall any transaction, contract or act of
the Corporation be either void or voidable or in any other way affected or
invalidated by reason of the fact that any such officer, Director or shareholder
of the corporation, any firm of which he may be a member or any other
corporation of which he may be an officer, Director or shareholder is in any way
interested in such transaction, contract or act, provided the interest of such
officer, Director or shareholder is disclosed to or known by the
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Board of Directors of the Corporation or such members thereof as shall be
present at any meeting at which action is taken upon any such transaction,
contract or act. No such officer, Director or shareholder shall be accountable
or otherwise responsible to the Corporation for or in connection with any such
act, contract or transaction or for any gains or profits realized by him by
reason of the fact that he, any firm of which he is a member or any other
corporation of which he is an officer, Director or shareholder, is interested in
any such transaction, contract or act. Any such officer, Director or
shareholder, if he is a Director, may be counted in determining the existence of
a quorum at any meeting of the Board of Directors of the Corporation which shall
authorize or take action upon any such transaction, contract or act, and he may
vote at any such meeting to authorize, adopt, ratify or approve any such
transaction, contract or act to the same extent as if he, any firm of which he
is a member or any other corporation of which he is an officer, Director or
shareholder, were not interested in such transaction, contract or act.
ARTICLE VIII
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PREVIOUS AMENDED ARTICLES SUPERSEDED
These Amended Articles of Incorporation supersede the present Amended Articles
of the Corporation and all amendments thereto filed with the Secretary of State
of Ohio.
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