Attached files
file | filename |
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8-K - 8-K - Novus Robotics Inc. | v195791_8k.htm |
EX-3.2 - EX-3.2 - Novus Robotics Inc. | v195791_ex3-2.htm |
EXHIBIT
3.1
Filed
in the office of
|
Document
Number
|
|
ROSS
MILLER
|
/s/
Ross Miller
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20100555593-45
|
Secretary
of State
|
Ross
Miller
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Filing
Date and Time
|
204
North Carson Street, Suite 1
|
Secretary
of State
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07/27/2010
11:00 AM
|
Carson
City, Nevada 89701-4299
|
State
of Nevada
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Entity
Number
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(775)
684 5708
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E0400822005-1
|
|
Website:
www.nvsos.gov
|
Certificate of Designation
For
For Nevada Profit
Corporations
(PURSUANT
TO NRS 78.1955)
1. Name of corporation:
Ecoland International, Inc.
2.
By resolution of the board of directors pursuant to a provision in the articles
of incorporation this certificate establishes the following regarding the voting
powers, designations, preferences, limitations, restrictions and relative rights
of the following class or series of stock :
One
hundred (100) shares of the Preferred Stock of Ecoland International, Inc. (the
“Corporation”) are hereby designated as “Series A Preferred Stock. The holders
of the Series A Preferred Stock shall have the same rights, terms and
preferences as the holders of common stock, and in addition thereto, the holders
of the Series A Preferred Stock shall have the following rights:
[continued
on following page]
3.
Effective date of filing (optional):
4. Signature (required): /s/ David Wallace ,
President
Page
1 of 5
ECOLAND
INTERNATIONAL, INC.
CERTIFICATE
OF DESIGNATION
PAGE
2 OF 5
|
1.
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Voting
Rights.
|
1.1
Generally.
Except as expressly provided by the Articles of Incorporation, as amended (the
“Articles”), of the Corporation, or as required by law, the holders of common
stock and the Series A Preferred Stock shall vote together as a single class on
all matters to be voted upon by shareholders, whether at a meeting or by written
consent. Each holder of Series A Preferred Stock shall be entitled to the number
of votes equal to the number of shares of common stock into which such shares of
Series A Preferred Stock could then be converted and shall be entitled to notice
of any shareholders’ meeting in accordance with the Bylaws of the Corporation.
Fractional votes shall not, however, be permitted and any fractional voting
rights available on an as-converted basis (after aggregating all shares into
which shares of Series A Preferred Stock held by each holder could be converted)
shall be rounded to the nearest whole number (with one-half being rounded
upward).
1.2
Voting for
Election of Directors. The authorized number of directors constituting
the Board of Directors, and the manner in which such directors are to be
elected, shall be as set forth in the Corporation’s Bylaws and in any voting or
other agreement that may be entered into among the shareholders concerning the
election of directors, provided, however, that so long
as any shares of Series A Preferred Stock remain outstanding, the directors of
the Corporation shall be elected as follows:
(a) the
holders of a majority of the shares of Series A Preferred Stock represented at a
duly called special or annual meeting of such shareholders or by an action by
written consent for that purpose shall be entitled to elect three (3) directors
(the “Series A Directors”). The holders of the Series A Preferred Stock may
waive their rights to elect such three (3) directors at any time and assign such
right to the board of directors to elect such directors; and
(b) the
holders of a majority of the shares of common stock represented at a duly called
special or annual meeting of such shareholders or by an action by written
consent for that purpose shall be entitled to elect two (2) directors.
2. Right to
Convert.
2.1
Conversion
Ratio. Each share of Series A Preferred Stock shall be convertible, at
the option of the holder thereof, at any time after the date of issuance of such
share, at the office of Ecoland International, Inc. (the “Corporation”) or any
transfer agent for such stock, into one (1) fully paid and nonassessable share
of common stock.
ECOLAND
INTERNATIONAL, INC.
CERTIFICATE
OF DESIGNATION
PAGE
3 OF 5
2.2
Mechanics of
Conversion. No fractional shares of common stock shall be issued upon
conversion of Preferred Stock. In lieu of any ‘fractional shares to which the
holder would otherwise be entitled, the Corporation shall pay cash equal to such
fraction multiplied
by the then fair market value of a share of common stock as determined by the
Board of Directors. For such purpose, all shares of Series A Preferred Stock
held by each holder of Series A Preferred Stock shall be aggregated, and any
resulting fractional share of common stock shall be paid in cash. Before any
holder of Series A Preferred Stock shall be entitled to convert the same into
full shares of common stock, and to receive certificates therefor, such holder
shall (A) either (i) surrender the certificate or certificates therefor, duly
endorsed, at the office of the Corporation or of any transfer agent for the
Preferred Stock or (ii) notify the Corporation or its transfer agent that such
certificates have been lost, stolen or destroyed and execute an agreement
satisfactory to the Corporation to indemnify the Corporation from any loss
incurred by it in connection with such certificates, and (B) shall give written
notice to the Corporation at its principal corporate office that such holder
elects to convert such shares. The Corporation shall, as soon as practicable
thereafter, issue and deliver to such holder of Series A Preferred Stock, or to
the nominee or nominees of such holder, a certificate or certificates for the
number of shares of common stock to which such holder shall be entitled upon
such conversion. Such conversion shall be deemed to have been made immediately
prior to the close of business on the date on which the requirements of the
fourth sentence of this paragraph have been satisfied with respect to the shares
of such Preferred Stock to be converted, and the person or persons entitled to
receive the shares of common stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such shares of
common stock as of such date.
2.3
Reservation of Stock
Issuable Upon Conversion. The Corporation shall at
all times reserve and keep available out of its authorized but unissued shares
of common stock, solely for the purpose of effecting the conversion of the
shares of the Series A Preferred Stock, such number of its shares of common
stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of such series of Preferred Stock; and if at any time the
number of authorized but unissued shares of common stock shall not be sufficient
to effect the conversion of all then outstanding shares of such series of
Preferred Stock, in addition to such other remedies as shall be available to the
holder of such Preferred Stock, the Corporation will take such corporate action
as may be necessary to increase its authorized but unissued shares of common
stock to such number of shares as shall be sufficient for such purposes,
including, without limitation, engaging in best efforts to obtain the requisite
shareholder approval of any necessary amendment to the Articles.
3.
Protective
Provisions. So long as any shares of Series A Preferred Stock are
outstanding, the Corporation shall not, without first obtaining the approval (by
vote or written consent, as provided by law) of the holders of at least a
majority of the then outstanding shares of Series A Preferred Stock, voting as a
separate class:
3.1
amend the
Articles or the Corporation’s Bylaws;
3.2
change or modify the rights, preferences or other terms of the Series A
Preferred Stock, or increase or decrease the number of authorized shares of
Series A Preferred Stock;
ECOLAND
INTERNATIONAL, INC.
CERTIFICATE
OF DESIGNATION
PAGE 4
OF 5
3.3 reclassify
or recapitalize any outstanding equity securities, or authorize or issue, or
undertake an obligation to authorize or issue, any equity securities (or any
debt securities convertible into or exercisable for any equity securities)
having rights, preferences or privileges senior to or on a parity with the
Series A Preferred Stock;
3.4 authorize
or effect any transaction constituting a Liquidation Event (as defined in this
subparagraph) under the Articles, or any other merger or consolidation of the
Corporation. For purposes of the Articles, a “Deemed Liquidation” shall mean:
(A) the closing of the sale, transfer or other disposition of all or
substantially all of the Corporation’s assets (including an irrevocable or
exclusive license with respect to all or substantially all of the Corporation’s
intellectual property); (B) the consummation of a merger, share exchange or
consolidation with or into any other corporation, limited liability company or
other entity (except one in which the holders of capital stock of the
Corporation as constituted immediately prior to such merger, share exchange or
consolidation continue to hold at least 50% of the voting power of the capital
stock of the Corporation or the surviving or acquiring entity (or its parent
entity)), (C) authorize or effect any transaction liquidation, dissolution or
winding up of the Corporation, either voluntary or involuntary, provided, however, that none of
the following shall be considered a Deemed Liquidation: (i) a merger effected
exclusively for the purpose of changing the domicile of the Corporation, or (ii)
a transaction or other event deemed to be exempt from the definition of a Deemed
Liquidation by the holders of at least a majority of the then outstanding Series
A Preferred Stock;
3.5
increase or decrease the size of the Board of Directors as provided in the
Bylaws of the Corporation or remove any of the Series A Directors (unless
approved by the Board of Directors including the Series A
Directors);
3.6 declare
or pay any dividends or make any other distribution with respect to any class or
series of capital stock (unless approved by the Board of Directors including the
Series A Directors);
3.7 redeem,
repurchase or otherwise acquire (or pay into or set aside for a sinking fund for
such purpose) any outstanding shares of capital stock (other than the repurchase
of shares of common stock from employees, consultants or other service providers
pursuant to agreements approved by the Board of Directors under which the
Corporation has the option to repurchase such shares at no greater than original
cost upon the occurrence of certain events, such as the termination of
employment) (unless approved by the Board of Directors including the Series A
Directors);
ECOLAND
INTERNATIONAL, INC.
CERTIFICATE
OF DESIGNATION
PAGE 5
OF 5
3.8 amend
any stock option plan of the Corporation, if any (other than amendments that do
not require approval of the stockholders under the terms of the plan or
applicable law) or approve any new equity incentive plan;
3.9 replace
the President and/or Chief Executive Officer of the Corporation (unless approved
by the Board of Directors including the Series A Directors); or
3.10
transfer
assets to any subsidiary or other affiliated entity.
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