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Delaware Proposal to amend restated certificate of incorporation regarding increasing authorized number of shares of common stock

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US-CC-3-103I
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This form is a document signifying approval of a proposal to file a restated certificate of incorporation in order to increase the authorized number of share of common stock for the corporation.
Certificate of Incorporation to Increase the
Authorized of Number of share of Common Stock

The Delaware Proposal to Amend Restated Certificate of Incorporation regarding increasing the authorized number of shares of common stock is a vital step taken by a corporation to modify its existing certificate of incorporation in terms of the number of shares it can issue. This proposal holds immense significance as it directly impacts the future growth and financial potential of the company. Increasing the authorized number of shares of common stock allows the corporation to issue more shares to existing shareholders or potential investors. This modification is a strategic move that provides the company with flexibility for various purposes, such as potential mergers, acquisitions, stock offerings, employee stock benefit plans, and overall business expansion. By amending the restated certificate of incorporation, the corporation ensures that it aligns with the Delaware General Corporation Law, which serves as the guiding framework for corporate governance in the state. This amendment requires the approval of the corporation's board of directors and typically necessitates majority consent from shareholders. The Delaware Proposal to Amend Restated Certificate of Incorporation regarding increasing the authorized number of shares of common stock can be categorized into two types: 1. Standard Amendment: This type of amendment seeks to increase the authorized number of shares of common stock as part of the company's regular business operations. It allows the corporation to maintain its ability to meet the evolving financial needs of the organization. 2. Expansionary Amendment: This type of amendment goes beyond the usual increase in shares and is meant for corporations seeking significant growth opportunities. It may indicate the intent to pursue aggressive expansion, potential mergers, acquisitions, or public offerings, demonstrating the company's future ambitions. Keywords: Delaware, proposal, amend, restated certificate of incorporation, increasing authorized number of shares, common stock, corporation, flexibility, growth, financial potential, mergers, acquisitions, stock offerings, employee stock benefit plans, business expansion, strategic move, existing shareholders, potential investors, board of directors, majority consent, Delaware General Corporation Law, corporate governance, standard amendment, expansionary amendment, regular business operations, growth opportunities, aggressive expansion, public offerings, future ambitions.

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FAQ

Section 204(c)(2) of the DGCL was amended to clarify that the determination as to whether any shares of valid stock are outstanding and entitled to vote on the ratification must be made at the time the board adopts the resolutions approving the defective corporate act.

The number of authorized shares of any such class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote irrespective of this subsection, if so provided in the ...

Appraisal Rights (Section 262) Subject to the ?market out? exception, Section 262 of the DGCL has been amended to provide appraisal rights to stockholders in connection with a transfer, domestication, or continuance of the corporation in a foreign jurisdiction pursuant to Section 390 of the DGCL.

Section 232 allows corporations to provide notice by electronic transmission. Section 232(a) has been amended to provide that notices under the DGCL or a certificate of incorporation or bylaw provision may be effectively given by email, unless a stockholder has notified the corporation of an objection to email notice.

Section 242 of the DGCL governs the procedures by which a corporation may amend its certificate of corporation, or charter, and generally requires approval by (a) the board of directors and (b) holders of a majority in voting power of the outstanding stock entitled to vote thereon and by the holders of a majority in ...

You can amend articles (or in Delaware's case, your ?Certificate of Incorporation?) as desired; however, if you wish to change your original registered agent, you are required to use the Statement of Agent Change form.

Section 272 has been amended to establish a narrow ?insolvency exception? to the stockholder approval required under Section 271 of the DGCL when a corporation positions itself to sell all or substantially all of its assets.

A person who is the owner of 20% or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary; Notwithstanding the foregoing, a presumption ...

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A certificate setting forth the amendment and certifying that the corporation has not received any payment for any of its stock, or that the corporation has no ... FOURTH: Authorized Shares. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 1,175,021,127 shares. The ...The Corporation is authorized to issue four classes of stock to be designated, respectively, Class A Common Stock, Class B Common Stock, Class C Common Stock ... May 25, 2023 — The proposed amendments include a new Section 242(d) that would eliminate the requirement for stockholder approval to amend the certificate of ... FIRST: Article SEVENTH of the Restated. Certificate of Incorporation of the Corporation is hereby amended. (a) by deleting the current text of paragraph ... for which corporations may be organized under the General Corporation Law of Delaware. FOURTH: The total number of shares of stock which the Corporation has the. May 1, 2023 — Section 242, which governs the procedures by which a corporation may implement amendments to its certificate of incorporation, is being amended ... Authority is hereby expressly granted to and vested in the Board of Directors of the. Corporation to provide for the issue of the Preferred Stock in one or more ... This Corporation is authorized to issue one hundred eighty billion (180,000,000,000) shares of Class A Common Stock, par value $0.001 per share (the “Class A ... The Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock in series and, by filing a certificate pursuant to the ...

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Delaware Proposal to amend restated certificate of incorporation regarding increasing authorized number of shares of common stock