Pennsylvania Proposal to amend certificate to reduce par value, increase authorized common stock and reverse stock split with Exhibit

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This sample form, a detailed Proposal to Amend Certificate to Reduce Par Value, Increase Authorized Common Stock and Reverse Stock Split w/Exhibit document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

Pennsylvania Proposal to Amend Certificate to Reduce Par Value, Increase Authorized Common Stock, and Reverse Stock Split with Exhibit — Explained Pennsylvania Corporation Code allows corporations to propose amendments to their articles of incorporation, commonly known as certificates, to modify various aspects of their business operations. One such proposal often put forth is to reduce the par value, increase authorized common stock, and carry out a reverse stock split. These amendments are aimed at restructuring the stock structure of a corporation. Reducing Par Value: When a corporation wants to reduce the par value of its stock, it means that it intends to lower the minimum face value assigned to each share. Par value is the nominal value assigned to a share of stock, which represents the minimum price at which the share can be issued. By reducing par value, a corporation can potentially make its shares more affordable to investors. However, it is important to note that par value has little practical significance in modern corporate finance, and many jurisdictions even permit issuing shares without a par value. Increasing Authorized Common Stock: Increasing the authorized common stock refers to the proposal of expanding the total number of shares a corporation can issue to investors. The authorized common stock represents the maximum number of shares a company is legally permitted to offer to the public or allocate to its shareholders. This proposal can be seen as a growth strategy, enabling the corporation to issue additional shares in the future, either for raising capital or acquiring other businesses. Reverse Stock Split: A reverse stock split is a process where a corporation reduces the total number of its outstanding shares. This is accomplished by combining multiple shares into a single share, effectively increasing the price per share. The reverse stock split does not affect an investor's proportional ownership in the corporation, as shareholders receive fewer shares but at a proportionately higher value. The purpose of a reverse stock split is often to meet listing requirements on stock exchanges or to raise the share price and attract a different class of investors. Exhibit: The proposed Pennsylvania amendment to the corporation's certificate is typically accompanied by an exhibit that provides further details, such as the specific changes being made, the new par value, the increased authorized common stock quantity, and the reverse stock split ratio. The exhibit may also include any limitations or guidelines concerning the implementation of these amendments, ensuring transparency and clear communication to shareholders. While the Pennsylvania Proposal to Amend Certificate to Reduce Par Value, Increase Authorized Common Stock, and Reverse Stock Split is a general term, there can be different variations of this proposal based on the specific amendments desired by the corporation. The proposed amendments and the exhibit contents may vary depending on the company's specific circumstances, goals, and compliance requirements.

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  • Preview Proposal to amend certificate to reduce par value, increase authorized common stock and reverse stock split with Exhibit
  • Preview Proposal to amend certificate to reduce par value, increase authorized common stock and reverse stock split with Exhibit
  • Preview Proposal to amend certificate to reduce par value, increase authorized common stock and reverse stock split with Exhibit
  • Preview Proposal to amend certificate to reduce par value, increase authorized common stock and reverse stock split with Exhibit
  • Preview Proposal to amend certificate to reduce par value, increase authorized common stock and reverse stock split with Exhibit

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FAQ

If you already have par value and you want to raise or lower it, things are a bit more complicated. Typically, you can't just make an amendment saying you now have a new par value. Instead, the most common way that corporations change their par value is with a stock split (or reverse stock split).

Will the reverse stock split change the par value of the share? Yes, the par value of each share will be increased proportionally to the exchange ratio, i.e. it will be multiplied by 20.

This would affect only the number of shares and par value per share of the company. When there is a 2-for-1 stock split, that means that 1 share would increase to 2 shares after this stock split. The total amount of the stocks would be still the same, thus, par value per share would be affected.

Reverse stock splits are proposed by company management and are subject to consent from the shareholders through their voting rights.

In the example of a 2-for-1 split, the share price will be halved. Thus, while a stock split increases the number of outstanding shares and proportionally lowers the share price, the company's market capitalization remains unchanged.

Listing Rule 5250(b)(4) will require companies to provide public notice of a reverse split, using a Reg FD-compliant method, no later than p.m. ET at least two business days prior to the proposed market effective date.

Will the ticker symbols or CUSIP numbers change? The ticker symbol of a fund undergoing a forward split or reverse split does not change. However, a new CUSIP number will be issued for a fund undergoing a reverse split.

A reverse stock split has no immediate effect on the company's value, as its market capitalization remains the same after it's executed. However, it often leads to a drop in the stock's market price as investors see it as a sign of financial weakness.

Reverse stock splits work the same way as regular stock splits but in reverse. A reverse split takes multiple shares from investors and replaces them with fewer shares. The new share price is proportionally higher, leaving the total market value of the company unchanged.

Reverse splits are neutral. Technically, it permits a business to issue additional stock. Reverse splits increase the number of outstanding shares, which may dilute the stock price. Market capitalization is affected, not assets or profits (and, therefore, capitalization ratio).

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Pennsylvania Proposal to amend certificate to reduce par value, increase authorized common stock and reverse stock split with Exhibit