Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - ROI Acquisition Corp. II | v420629_8-k.htm |
| EX-99.1 - EXHIBIT 99.1 - ROI Acquisition Corp. II | v420629_ex99-1.htm |
| EX-10.7 - EXHIBIT 10.7 - ROI Acquisition Corp. II | v420629_ex10-7.htm |
| EX-10.1 - EXHIBIT 10.1 - ROI Acquisition Corp. II | v420629_ex10-1.htm |
| EX-10.3 - EXHIBIT 10.3 - ROI Acquisition Corp. II | v420629_ex10-3.htm |
| EX-10.4 - EXHIBIT 10.4 - ROI Acquisition Corp. II | v420629_ex10-4.htm |
| EX-10.2 - EXHIBIT 10.2 - ROI Acquisition Corp. II | v420629_ex10-2.htm |
| EX-10.5 - EXHIBIT 10.5 - ROI Acquisition Corp. II | v420629_ex10-5.htm |
| EX-10.6 - EXHIBIT 10.6 - ROI Acquisition Corp. II | v420629_ex10-6.htm |
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ROI ACQUISITION CORP. II
__________________________________
Pursuant to Section 242 of the
Delaware General Corporation Law
______________________________________
The undersigned, being a duly authorized officer of ROI ACQUISITION CORP. II (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is ROI Acquisition Corp. II. |
| 2. | The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on June 28, 2013, and an Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September 16, 2013. |
| 3. | This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| 4. | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Sections 242 of the General Corporation Law of the State of Delaware (the “GCL”). |
| 5. | The text of Section 9.1(b) is hereby amended and restated to read in full as follows: |
(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission on August 19, 2013, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay income taxes and franchise taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earlier of (i) the completion of the initial Business Combination and (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by October 26, 2015. Holders of shares of the Corporation’s Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of GEH Capital, Inc. (the “Sponsor”)) are referred to herein as “Public Stockholders.”
| 6. | The text of Section 9.2(d) is hereby amended and restated to read in full as follows: |
(d) In the event that the Corporation has not consummated a Business Combination by October 26, 2015, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $50,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
| 7. | The text of Section 9.7 is hereby amended and restated to read in full as follows: |
Section 9.7 Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) that would affect the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated a Business Combination by October 26, 2015, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable), divided by the number of then outstanding Offering Shares. The Corporation’s ability to provide such opportunity is subject to the Redemption Limitation.
IN WITNESS WHEREOF, I have signed this Amendment to the Amended and Restated Certificate of Incorporation this 18th day of September, 2015.
| By: | /s/ Thomas J. Baldwin | |
| Name: | Thomas J. Baldwin | |
| Title: | Chairman and Chief Executive Officer |