Attached files
| file | filename |
|---|---|
| 8-K - 8-K - Halo Companies, Inc. | gvchalo_8k121509.htm |
| EX-3.3 - EXHIBIT 3.3 - Halo Companies, Inc. | gvchalo_8k121509ex33.htm |
| EX-3.1 - EXHIBIT 3.1 - Halo Companies, Inc. | gvchalo_8k121509ex31.htm |
| EX-99.1 - EXHIBIT 99.1 - Halo Companies, Inc. | gvchalo_8k121509ex991.htm |
EXHIBIT
3.2
AMENDMENT
TO RESTATED
CERTIFICATE
OF INCORPORATION
OF
HALO
COMPANIES, INC.
(Pursuant
to Section 242 of the General
Corporation
Law of the State of Delaware)
Halo
Companies, Inc., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the “Corporation”), does
hereby certify:
FIRST: The
Board of Directors of the Corporation duly adopted resolutions setting forth a
proposed amendment to the Restated Certificate of Incorporation of the
Corporation (the “Amendment”), declaring the Amendment to be advisable and
calling for submission thereof to the stockholders of the
Corporation. The resolution setting forth the proposed Amendment is
as follows:
RESOLVED,
that subject to stockholder approval in accordance with the Delaware General
Corporation Law, the first paragraph of Article FOURTH of the Corporation’s
Restated Certificate of Incorporation be amended and restated to read in its
entirety as follows:
The total
number of shares of which the Corporation shall have authority to issue is Three
Hundred Seventy-Six Million (376,000,000), of which Three Hundred Seventy-Five
Million (375,000,000) shall be Common Stock with a par value of $0.001 per
share, and One Million shall be Preferred Stock with a par value of $0.001 per
share. Each 7.57 shares of Common Stock issued and outstanding
immediately prior to the time this Restated Certificate of Incorporation becomes
effective shall be and is hereby automatically reclassified and changed (without
any further act) into one (1) fully-paid and nonassessable share of Common
Stock.
SECOND: This
Amendment was duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
1
IN
WITNESS WHEREOF, Halo Companies, Inc. has caused this Amendment to Restated
Certificate of Incorporation to be signed by its Chief Executive Officer on this
___ day of __________, 2009.
Halo Companies, Inc.
By: _______________________________
Brandon
Cade Thompson
Chief
Executive Officer
2