But this case is different, as the shares will no longer exist. They will be cancelled.
The Second Amended and Restated Articles of Incorporation have been filed with Colorado and Delaware, which are in effect after the existing common and preferred shares are converted and liquidated. Check the number of authorized shares:
SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ACT TELECONFERENCING, INC.
The Corporation’s Articles of Incorporation are hereby amended and restated in their entirety as follows:
I. The name of the Corporation is: Act Teleconferencing, Inc.
II. The Corporation is organized pursuant to the Colorado Business Corporation Act (“CBCA”).
III. The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the CBCA, and the Corporation shall have all powers necessary to engage in such acts or activities, including, but not limited to, the powers enumerated in the CBCA or any amendment thereto.
IV. The total number of shares of stock which the Corporation shall have authority to issue is 100 shares of common stock, with a par value of $.01 per share.
V. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the board of directors of the Corporation. Cumulative voting shall not be permitted in the election of directors or for any other purpose.
VI. In furtherance, and not in limitation, of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, make, alter or repeal the Bylaws of the Corporation.
VII The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.
VIII. To the fullest extent permitted by the CBCA, a director of the Corporation shall not be personally liable to the Corporation or any of its shareholders for monetary damages for breach of fiduciary duty as a director. Any amendment, modification or repeal of this Article VIII shall be prospective only and shall not adversely affect any limitation, right or protection of a director of the Corporation existing under this Article VIII with respect to any act or omission occurring before such amendment, modification or repeal.
IX. Without limitation of any right to indemnification or advancement of expenses that any person may have under the bylaws of the Corporation or under any other agreement or arrangement, the Corporation shall indemnify each current and former director and officer of the Corporation to the fullest extent permitted by applicable law. Any amendment, modification or repeal of this Article IX shall be prospective only and shall not adversely affect any right to indemnification of any director or officer under this Article IX with respect to any act or omission occurring before such amendment, modification or repeal.
