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CTs were issued by an Indenture Trustee.Indenture trust issued preferred and commons shares,common shares are owned by LBHI and preferreds were sold to public as CTs like LEHNQ...etc.
These are not supported by any assets, but indenture trust need to get paid by LBHI and indenture trust need to satisfy the CTs.
So CTs are a liability of LBHI, and these claims were allowed by LBHI around 1.2B to 1.5B.
NOLs can be utilized only when Assets > Liabilities.If A>L, debt should be satisfied and waterfall goes to equity.If A>L, that means equity is getting something.NOL worth $54B is a boon for big companies such as LAMCO,CIT,JPM..Barclays..etc.So the main point is A>L, and also means CTs should be satisfied before equity gets any drop.IMHO.I am not any professional, just a shareholder.
The properties Assigned to Dominion does not include this patent 9547012.This was initiated by power 3 medical.
https://assignment.uspto.gov/patent/index.html#/patent/search/resultAssignment?searchInput=amarantus&id=36785-158
Even it was patented on Jan 17 2017?
I think you are sitting on a gold mine.You got commons,preferred and CT NQs.Commons and Preferreds must be locked in your trading account.I had LBHGP,LEHJQ and LEHMQ or DQ(not sure), those were locked with escrow numbers.
525ESC886
525ESC711
525ESC810
I believe all your shares must be replaced with esc numbers except LEHNQ.
Equity is locked and preserved, will be served very hot one day pretty soon ,probably in March IMHO.
Diagnosis for Parkinson's Disease
Very promising IMHO.
It should start sky rocketing soon IMHO.
UNBELIEVABLE PATENT IMAGE US 9,547,012 B2
DATE OF PATENT JAN 17,2017
http://pdfpiw.uspto.gov/.piw?Docid=09547012&homeurl=http%3A%2F%2Fpatft.uspto.gov%2Fnetacgi%2Fnph-Parser%3FSect1%3DPTO1%2526Sect2%3DHITOFF%2526d%3DPALL%2526p%3D1%2526u%3D%25252Fnetahtml%25252FPTO%25252Fsrchnum.htm%2526r%3D1%2526f%3DG%2526l%3D50%2526s1%3D9,547,012.PN.%2526OS%3DPN%2F9,547,012%2526RS%3DPN%2F9,547,012&PageNum=&Rtype=&SectionNum=&idkey=NONE&Input=View+first+page
United States Patent 9,547,012
Goldknopf January 17, 2017
Diagnosis of parkinson's disease
Abstract
A method of diagnosing Parkinson's disease uses the abnormal concentrations of a group of 21 blood serum protein biomarkers. The concentration of the 21 protein biomarkers is assessed in a patient's serum by quantitative two-dimensional polyacrylamide gel electrophoresis.
Inventors: Goldknopf; Ira Leonard (The Woodlands, TX)
Applicant:
Name City State Country Type
Goldknopf; Ira Leonard
The Woodlands
TX
US
Assignee: Amarantus Bioscience Holdings, Inc. (San Francisco, CA)
Family ID: 1000002350820
Appl. No.: 12/802,630
Filed: June 10, 2010
http://patft.uspto.gov/netacgi/nph-Parser?Sect1=PTO1&Sect2=HITOFF&d=PALL&p=1&u=%2Fnetahtml%2FPTO%2Fsrchnum.htm&r=1&f=G&l=50&s1=9,547,012.PN.&OS=PN/9,547,012&RS=PN/9,547,012
AMBS got the patent for Eltoprazine in US?
Assignee: Amarantus Bioscience Holdings, Inc. (San Francisco, CA)
http://patft.uspto.gov/netacgi/nph-Parser?Sect1=PTO2&Sect2=HITOFF&p=1&u=%2Fnetahtml%2FPTO%2Fsearch-bool.html&r=1&f=G&l=50&co1=AND&d=PTXT&s1=Amarantus&OS=Amarantus&RS=Amarantus
Sounds like it.Some thing must be brewing in a positive direction,IMHO.
ELTOPRAZINE International Application Status
I am so glad that Leslie Serunian of King & Spalding is working on this.She is from Harvard,nice.
This report is generated today and MANF conference is cancelled in SFO.
https://patentscope.wipo.int/search//iasr?ia=US2016013206&PAGE=HTML&ACCESS=screen&TOK=6O3Ocrf3jMbFPNdbNtYYiBQEiz4
FYI
Lehman Brothers Holdings INC., Lehman Brothers INC. and Lehman Brothers International (Europe) resolve intercompany claims – 27/02/2013
http://www.pwc.co.uk/services/business-recovery/administrations/lehman/lehman-brothers-holdings-inc-lehman-brothers-inc-and-lehman-brothers-international-europe-resolve-intercompany-claims-27022013.html
He never considered him.That was a fake news cabal spin.
Tweet "PROJECT WEST" to MR.T
Why 2 flavors are trading on pink list(PL)
and 2 flavors on Grey Market(GL)?
I dont worry or care about the current value.Income is mentioned as "NONE".So i believe those were escrow shares imho.
But i am glad that, very smart people are holding common shares of LBHI, is it not bankrupt?.I am happy atleast to see that an ex alumni of GS has common shares of a bankrupt company for 8 yrs?.
Financial disclosure form for U.S. Treasury Secretary nominee Steven Mnuchin.
Lehman Brothers Holdings Inc common shares
http://documents.latimes.com/steven-mnuchin/
Also among the assets Mnunchin will sell are shares of Lehman Brothers, the Wall Street firm whose 2008 bankruptcy helped spark the financial markets meltdown. His holdings of the near worthless stock are valued at between $15,001 and $50,000, suggesting that he might have taken a much larger hit at the time of the bankruptcy filing.
http://money.cnn.com/2017/01/11/investing/steve-mnuchin-disclosure/
How can he sell the shares now?.They are locked right?.
Tobe Treasury Secretary Mnunchin will sell are shares of Lehman Brothers
Whatelse proof we need?
http://www.nbc-2.com/story/34238163/heres-what-steve-mnuchin-has-to-sell-to-be-treasury-secretary
Assets - Liabilities = Equity
So we just get $299B from where and how?.
Reasonable is whatever there on books in March 2008 + penalties to both other parties who worked closely shoulder to shoulder.
Mr.Trump knows better than us about this case.He just hired a lawyer from sullcrom.He can listen to the inside story thru an adversary.Interesting to me.Hope, Mr.Trump will do justice to us shareholders.
They know how to lead this case, shake the weak.There was a BOD, but just handed the whole company to A&M and Weil.They are not even bothered to release an FAQ, it was released in 2014.Nice job of a responsible Ltrustee.
Did the home page of AMBS website change?.
Thank you for pointing it out.The difference is huge, i got it.Keep in touch bro, i like people like you, not that i hate others.
Whatever the claim amount was in some cases and whatever the settlement amount was in some cases.Each claim is different.
"CLAIMS". Can be satisfied as allowed(by debtors) by cash + stock distribution IMHO.
Class 12 claims are not exclusively for former equity, there are certain claims by LBE and others put into class 12 too.
I agree.Satisfied in full, is good rather than paid in full.
Classes in 3,4,5 and 6 have to be paid in full before class 10A and 10B start to see anything.I dont know which class your jr bonds fall in.
I know. Why?
There is a reason they issued plan trust 1 share. go figure.
No balance sheets were audited since BK.All MORs are unaudited.
They filed bankruptcy due to lack of liquidity, not lack of assets if you get it.Its like having a Lamborghini but no fuel and end up in a storm.There is Lamborghini(asset), but no gas(liquidity) to pass thru the storm.
"Debt obligation" as per the claims filed by indenture trustee.
Assets as per SOFA 638B and liabilities 617B as of Sept 14 unaudited report.
During claims process, liabilities came down to around 272B.Filed claims were around 1.2Trillion, ie 1200B.These were mostly duplicate claims filed by subsidiaries.
LAMCO is participating in the claims process as well along with LAM business.
The assets should be atleast more than 200B even after significantly sold some assets during these 5 to 6 years.AJMO.
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES
The junior subordinated debt securities will be issued as unsecured debt under the indenture. The junior subordinated debt securities will be limited in aggregate principal amount to the amount issued by Lehman Brothers Holdings to the trust in exchange for the common securities and preferred securities. Lehman Brothers Holdings will simultaneously sell the preferred securities to the public.
The entire principal amount of the junior subordinated debt securities will mature and become due and payable, together with any accrued and unpaid interest thereon, on the date specified in the applicable prospectus supplement.
If junior subordinated debt securities are distributed to holders of preferred securities in liquidation of such holders' interests in the trust, such junior subordinated debt securities will initially be issued in the form of one or more global securities under depositary arrangements similar to those in effect for the preferred securities.
----------
Subordination
The indenture provides that the junior subordinated debt securities are subordinated and junior in right of payment to all senior debt (as defined below) of Lehman Brothers Holdings. This means that no payment of principal, including redemption payments, premium, if any, or interest on the junior subordinated debt securities may be made if Lehman Brothers Holdings defaults in the payment of any principal of, or premium, if any, or interest on any senior debt when it becomes due and payable after any applicable grace period.
Debentures vs Preferreds & Commons Issued by Trust
The Trust is a Delaware business trust.
All the common securities of the Trust will be owned by Lehman Brothers Holdings. The Trust will issue the preferred securities and the common securities to Lehman Brothers Holdings in exchange for a series of junior subordinated deferrable interest debentures from Lehman Brothers Holdings with the same financial terms as the preferred securities.
And LBHI listed these preferreds on stock exchange which we bought.
What is Lehman Brothers Holdings' guarantee of the preferred securities?
Lehman Brothers Holdings' guarantee of the preferred securities consists of:
•
its obligations to make payments on the junior subordinated debt securities;
•
its obligations under the preferred securities guarantee; and
•
its obligations under the amended and restated declaration of trust of the trust, which sets forth the terms of the trust.
Distribution of the Junior Subordinated Debt Securities
Lehman Brothers Holdings will have the right at any time to dissolve the trust. After satisfying the liabilities to its creditors, the trust may distribute junior subordinated debt securities in exchange for the preferred securities.
There can be no assurance as to the market prices for either the preferred securities or the junior subordinated debt securities that may be distributed in exchange for the preferred securities if a dissolution and liquidation of the trust were to occur. This means that the preferred securities that an investor may purchase, whether pursuant to the offer made by this prospectus or in the secondary market, or the junior subordinated debt securities that an investor may receive if a dissolution and liquidation of the trust were to occur, may trade at a discount to the price that the investor paid to purchase the preferred securities offered by this prospectus.
Trust Enforcement Events
Upon the occurrence of an indenture event of default (as described below), the property trustee as the sole holder of the junior subordinated debt securities will have the right under the indenture to declare the principal of and interest on the junior subordinated debt securities to be immediately due and payable.
If the property trustee fails to enforce its rights under the junior subordinated debt securities, any holder of preferred securities may directly institute a legal proceeding against Lehman Brothers Holdings to enforce these rights without first suing the property trustee or any other person or entity. If a trust enforcement event has occurred and is continuing and such event is attributable to the failure of Lehman Brothers Holdings to pay interest or principal on the junior subordinated debt securities on the date such interest or principal is otherwise payable, then a holder of preferred securities may also bring a direct action.
An "indenture event of default" is an event of default under the indenture and also constitutes a "trust enforcement event," which is an event of default under the declaration relating to the trust securities. Pursuant to the declaration, however, the holder of the common securities will be deemed to have waived any trust enforcement event relating to the common securities until all trust enforcement events relating to the preferred securities have been cured, waived or otherwise eliminated. Until such trust enforcement events relating to the preferred securities have been so cured, waived, or otherwise eliminated, the property trustee will be deemed to be acting solely on behalf of the holders of the preferred securities. Only the holders of the preferred securities will have the right to direct the property trustee as to matters under the declaration, and therefore the indenture.
Are these debentures or Preferred securities of the Trust which hold the debentures of the issuer which is a subsidiary of LBHI, in this case Lehman Brothers Finance A.G.(S.A.)?
From prospectus:
Limited Purpose of Trust
The preferred securities evidence beneficial ownership interests in the trust, and the trust exists for the sole purpose of issuing the common and preferred securities and investing the proceeds thereof in subordinated debentures. A principal difference between the rights of a holder of preferred securities and a holder of subordinated debentures is that a holder of subordinated debentures is entitled to receive from Holdings the principal of and interest accrued on subordinated debentures held, while a holder of preferred securities is entitled to receive distributions to the extent the trust has funds available for the payment of such distributions.
Rights Upon Termination
Upon any dissolution, winding-up or liquidation of the trust involving the liquidation of the subordinated debentures, the holders of the preferred securities will be entitled to receive, out of assets held by the trust, subject to the rights of any creditors of the trust, the liquidation distribution in cash. Upon any voluntary or involuntary liquidation or bankruptcy of Holdings, the property trustee, as holder of the subordinated debentures, would be a subordinated creditor of Holdings, subordinated in right of payment to all senior debt as set forth in the subordinated indenture, but entitled to receive payment in full of principal and interest before any stockholders of Holdings receive payments or distributions. Because Holdings is the guarantor under the guarantee and, under the subordinated indenture, has agreed to pay for all costs, expenses and liabilities of the trust (other than the trust's obligations to the holders of the preferred securities), the positions of a holder of preferred securities and a holder of the subordinated debentures relative to other creditors and to stockholders of Holdings in the event of liquidation or bankruptcy of Holdings would be substantially the same.
If the stock holders are below 300, as per SEC rule the company dont need to report everything.Hence, LBHI is not reporting its 10-K and 10-Qs.It is issued with only one stock, for the above mentioned reason.
Another side of the story is NOLs around 54B, very worthy asset of the company.Company realized this long time and put a restriction on trading of the securities by 4+% holders so that company can't go for a ownership change knowingly or unknowingly and to utilize NOLs properly.Company chose to use NOL carry forwards for 5 years as per my understanding of the POR and its associated documents.So equity was locked to preserve NOLs.
Other side is, CTs are senior to equity and in class 10B senior to class 10-c ,class 11 and equity(common + traditional preferred), as per POR these allowed claims Claims
21803 - 52520X208 - LEHNQ - New allowed claim numbner 67753
21805 - 52519Y209 - LEHKQ
22122 - 52520B206 - LEHLQ
22123 - 52520E200 - LHHMQ
worth around 1.2B have to be satisfied in full before if there is any distribution to junior classes 10c,11 and former equity.
But to utilize the NOLs, former equity should have a stake.
So the clear link imho is, pay the allowed claims in cash or stock and waterfall goes to former equity and reap the benefits of large chunk of NOLs.
Availability of shares for shorting
Symbol: WMIH
Availability: 9'200'000
Exchanges: NASDAQ
https://www.interactivebrokers.com/en/index.php?key=WMIH&cntry=usa&tag=&ib_entity=&ln=&asset=&f=4587&conf=am&amref=1
Debtors Estimate Of Subordinated Claims
Increased from filed claims by 2.8Billion after Debtors'
Adjustments to Filed Claim Amounts.
So filed claims were around 12.4B and Debtors adjusted it with another 2.8B and total came around 15.2B Allowed Claims.
CTs claims were around 1.3Billion, a mere 10% of the total subordinated calims.
Annex A-3: Third Party & Affiliate Claims Against Lehman Brothers Holdings Inc. Sorted by Type
Debt - Subordinated
Filed Amount per Epiq* 12.478 Billion
Debtors' Adjustments to Filed Claim Amounts 2.799 Billion
Debtors' Estimate of Claim Amounts 15.277 Billion
Other Adjustments
Estimated Allowed Claims 15.277 Billion
Around 70B in cash until end of 2014.How about assets?
Through December 31, 2010, the Debtors have collected cumulative
Cash of $12.2 billion, net of collections on
certain Derivative Contracts which collateralize certain notes.
The Debtors estimate that they will collect, subsequent to
December 31, 2010, an additional $5.2 billion of cash on account
of Derivative Contracts, including recovery of cash posted as collateral for hedging (or $4.7 billion, if the recovery of cash posted as collateral and certain Derivative Contracts which collateralize certain notes is excluded from the calculation).
The Debtors estimate that they (together with all Debtor-Controlled Entities)
will collect $13.2 billion in cash from Real Estate Assets
($12.4 billion, net of non-operating disbursements).
The Debtors estimate that they (together with all
Debtor-Controlled Entities) will recover $4.8 billion in respect of Loans.
The Debtors project that they
(together with all Debtor-Controlled Entities)
will recover $9.5 billion of cash
($9.2 billion, net of non-operating disbursements),
from investments in private equity over the Forecast Period,
inclusive of LBHI’s interest in Neuberger Berman Group,
for which the estimated recovery is described below.
As of December 31, 2010, LBHI and certain subsidiaries
owned 93% of the Preferred Units and 48% of the aggregate
common equity interests of Neuberger Berman Group.
LBHI and its subsidiaries estimate its recovery on its
preferred and common equity interests will be between $1 billion and $2 billion, depending on a number of factors including timing of recoveries.
LBHI estimates that there will be a recovery of between
$1 to $2 billion from the disposition of its interests
in Aurora Bank and Woodlands Bank pursuant to the disposition
requirements in the settlements approved by the Bankruptcy
Court in November 2010.
LBHI continues to review the collateral received,
which consists primarily of illiquid assets.
An initial estimated recovery of $4.5 – 5.5 billion has been made, which has been applied against the Subrogated Receivables.
The majority of the securities returned have been evaluated,
but given the illiquid nature of these securities,
the actual results could vary materially.
The Recovery Analysis includes an estimate of $4.2 billion as
a recovery on net intercompany receivables from Non-Controlled
Affiliates. Such amount is an estimate and the actual
result could vary materially.
PREFERRED SHARES
Information regarding LBHI’s outstanding preferred stock was included in LBHI’s 10-K, which provided information as of November 30, 2007. LBHI’s 10-K for the year ending 2007 lists a number of classes of Preferred Stock and notes as having been registered but does not discuss how many shares were outstanding as of the reporting date, including the (i) 5.857% Mandatory Capital Advantaged Preferred Securities of Subsidiary Trust (and LBHI’s guarantee thereof); (ii) Floating Rate Mandatory Capital Advantaged Preferred Securities of Subsidiary Trust (and LBHI’s guarantee thereof); (iii) 6.375% Trust Preferred Securities, Series K, of Subsidiary Trust (and LBHI’s guarantee thereof); (iv) 6.375% Trust Preferred Securities, Series L, of Subsidiary Trust (and LBHI’s guarantee thereof); (v) 6.00% Trust Preferred Securities, Series M, of Subsidiary Trust (and LBHI’s guarantee thereof); (vi) 6.24% Trust Preferred Securities, Series N, of Subsidiary Trust (and LBHI’s guarantee thereof); (vii) 2.00% Medium Term Notes, Series H, Due March 3, 2009 Performance Linked to the Common Stock of Morgan Stanley (MS); (viii) 0.25% Medium Term Notes, Series I, Due February 16, 2012 Performance Linked to a Basket of Two Stocks; (ix) 0.00% Medium Term Notes, Series I, Due May 15, 2010 Performance Linked to the Common Stock of General Electric Company (GE); (x) Absolute Buffer Notes Due July 29, 2008, Linked to the Dow Jones EURO STOXX 50® Index (SX5E); (xi) Absolute Buffer Notes Due July 7, 2008, Linked to the Dow Jones EURO STOXX 50® Index (SX5E); (xii) Currency Basket Warrants Expiring February 13, 2008; (xiii) Dow Jones Global Titans 50 Index SM SUNS® Stock Upside Note Securities Due February 9, 2010; (xiv) Dow Jones Industrial Average SUNS ® Stock Upside Note Securities Due April 29, 2010; (xv) Index-Plus Notes Due December 23, 2009, Performance Linked to the Russell 2000® INDEX (RTY); (xvi) Index-Plus Notes Due March 3, 2010, Linked to the S&P 500® Index (SPX); (xvii) Index-Plus Notes Due November 15, 2009, Linked to the Dow Jones STOXX 50® Index (SX5P); (xviii) Index-Plus Notes Due September 28, 2009, Performance Linked to S&P 500® Index (SPX); (xix) Japanese Yen Linked Warrants Expiring June 20, 2008; (xx) Nasdaq-100® Index RANGERSSM Rebound Risk AdjustiNG Equity Range Securities Notes Due June 7, 2008; (xxi) Nikkei 225SM Index SUNS® Stock Upside Note Securities Due June 10, 2010; (xxiii) S&P 500® Index Callable SUNS® Stock Upside Note Securities Due November 6, 2009; and (xxiv) S&P 500® Index SUNS® Stock Upside Note Securities Due August 5, 2008.
The name of the corporation is Lehman Brothers Holdings Inc.
https://www.sec.gov/Archives/edgar/data/806085/000090951812000100/jg3-712_8ke31.htm
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
LEHMAN BROTHERS HOLDINGS INC.
Lehman Brothers Holdings Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
1. The name of the Corporation is Lehman Brothers Holdings Inc.
2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on December 29, 1983 pursuant to the DGCL under the name Shearson/American Express Holdings Inc.
3. This Amended and Restated Certificate of Incorporation amends and restates in its entirety the Certificate of Incorporation of the Corporation, as amended.
4. On September 15, 2008 and periodically thereafter, the Corporation and certain of its affiliates each commenced a voluntary case under title 11, chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).
5. This Amended and Restated Certificate of Incorporation has been deemed approved without the need for Board of Directors or stockholder approval pursuant to Section 303 of the DGCL because it has been adopted pursuant to the Modified Third Amended Joint Chapter 11 Plan of Lehman Brothers Holdings Inc. and its affiliated debtors, as confirmed on December 6, 2011 by the Bankruptcy Court (the “Plan”).
6. This Amended and Restated Certificate of Incorporation has been duly executed and acknowledged by an authorized representative of the Corporation in accordance with the provisions of Sections 242, 245 and 303 of the DGCL.
7. The text of the Certificate of Incorporation is hereby amended and restated to read, in its entirety, as follows:
FIRST: The name of the corporation is Lehman Brothers Holdings Inc.
SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle 19808. The name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity (a) for which a corporation may be organized under the DGCL and (b) as contemplated by the Plan.
FOURTH: The total number of shares of capital stock which the Corporation shall have the authority to issue is one (1) share of Common Stock, $0.01 par value per share, which shall be issued to that certain Plan Trust (the “Plan Trust”) established pursuant to the Plan to hold such share for the benefit of certain former holders of the capital stock of the Corporation consistent with their former relative priority and economic entitlements and to carry out the purposes of the Plan. The Corporation shall not be authorized to issue any non-voting capital stock of any class, series or other designation to the extent prohibited by section 1123(a)(6) of the Bankruptcy Code; provided, however, that, the foregoing restriction shall (i) have no further force and effect beyond that required under section 1123(a)(6) of the Bankruptcy Code and (ii) only have such force and effect to the extent and for so long as section 1123(a)(6) of the Bankruptcy Code is in effect and applies to the Corporation.
FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation, and of its directors and stockholders:
1. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation. The election of directors need not be by written ballot.
2. The number of directors which shall constitute the entire Board of Directors shall be seven (7) persons. The initial directors shall be selected by that certain Director Selection Committee (as defined in the Plan) established pursuant to the Plan and the Order of the Bankruptcy Court dated December 2, 2011. The initial directors shall each have initial terms of one year. The directors shall thereafter be elected (a) at the annual meeting of the stockholder by the holder of the one (1) share of capital stock issued and outstanding and entitled to vote thereat, represented in person or by proxy or (b) by action in lieu of such meeting, and each director elected at such annual meeting or by such action shall hold office until the next annual meeting of the stockholder and until his successor shall be elected and shall qualify, subject, however, to prior death, disability, resignation, retirement, disqualification or removal from office.
3. Any vacancies on the Board of Directors resulting from death, disability, resignation, retirement, disqualification, removal from office or other cause shall be filled by a vote of the stockholder of the Corporation.
4. Any director or the entire Board of Directors may be removed only for cause by the stockholder.
5. In furtherance and not in limitation of the powers conferred by law, the Board of Directors or the stockholder of the Corporation are expressly authorized to alter, amend, repeal, in whole or in part, or adopt new bylaws of the Corporation (the “By-Laws”), subject to the requirements of the Bankruptcy Code and in accordance with the Plan; provided, however, that notice of such alteration, amendment, repeal or adoption shall be contained in the notice of meeting of the stockholder or the Board of Directors, as the case may be, at which such action is proposed to be taken. Any such alteration, amendment, repeal or adoption must be approved by the affirmative vote of either the holder of the one (1) share of capital stock of the Corporation
2
issued and outstanding and entitled to vote thereon or, unless a higher percentage is required by law or by the By-Laws, a majority of the entire Board of Directors then in office.
SIXTH:
1. A director shall not be personally liable to the Corporation or its stockholder for monetary damages for breach of fiduciary duty as a director; provided that this sentence shall not eliminate or limit the liability of a director (i) for any breach of his duty of loyalty to the Corporation or its stockholder, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derives an improper personal benefit. If the DGCL is amended after the date this Amended and Restated Certificate of Incorporation becomes effective to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
2. Neither the amendment nor repeal of this Article Sixth, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article Sixth, shall eliminate or reduce the effect of such provisions, in respect of any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision or in respect of any act or omission occurring prior to such amendment, repeal or adoption of an inconsistent provision, regardless of when any cause of action, suit or claim relating to any such matter accrued or matured or was commenced, and such provision shall continue to have effect in respect of such act, omission or matter as if such provision had not been so amended or repealed or if a provision inconsistent therewith had not been so adopted.
SEVENTH:
1. The Corporation shall have the power to indemnify to the fullest extent permitted, from time to time, by applicable law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of or in any other capacity with another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement in connection with such action, suit or proceeding. The Corporation shall have the power to enter into agreements providing any such indemnity.
2. The Corporation shall have the power to advance to a director, officer, employee or agent of the Corporation expenses incurred in connection with defending any action, suit or proceeding referred to above or in the By-Laws at any time before the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article Seventh or as provided in the By
3
Laws. The Corporation shall have the power to enter into agreements providing for such advancement of expenses.
3. The indemnification and other rights provided for in this Article Seventh shall not be exclusive of any provision with respect to indemnification or the payment of expenses in the By-Laws or any other contract or agreement between the Corporation and any officer, director, employee or agent of the Corporation or any other person.
4. Neither the amendment nor repeal of this Article Seventh, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article Seventh, shall eliminate or reduce the effect of such provisions in respect of any act or omission or any matter occurring prior to such amendment, repeal or adoption of an inconsistent provision regardless of when any cause of action, suit or claim relating to any such matter accrued or matured or was commenced, and such provision shall continue to have effect in respect of such act, omission or matter as if such provision had not been so, amended or repealed or if a provision inconsistent therewith had not been so adopted.
EIGHTH: Meetings of the stockholder may be held within or outside the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws.
NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in any manner now or hereafter prescribed by law, subject to the requirements of the Bankruptcy Code and in accordance with the Plan, and all rights conferred upon the stockholder of the Corporation or others herein are granted subject to this reservation.
TENTH: The Corporation shall be responsible for payment of all actual, reasonable and necessary costs and expenses incurred by the Plan Trust and Plan Trustees pursuant to the Plan and that certain Plan Trust Agreement to be entered into on or about March 6, 2012.
ELEVENTH: Notwithstanding anything to the contrary herein, in the case of any inconsistency between this Amended and Restated Certificate of Incorporation and the Plan, the Plan shall govern.
TWELFTH: This Amended and Restated Certificate of Incorporation shall become effective at 12:01a.m. (EST) on March 6, 2012.
Are you saying?
No, i am not saying anything.The Affidavit filed by CFO of LBHI with the BK court mentioned that.
Lehman is reorganized and the reorganized name of the company is Lehman Brothers Holdings Inc, as per the articles of incorporation filed with SEC and BK court.
One day we might get surprised to see the new IPO, IMHO.