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

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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

Title: Texas Proposal to Amend Restated Certificate of Incorporation for Increasing Authorized Number of Common Stock Shares Introduction: In the state of Texas, a proposal has been put forth to amend the restated certificate of incorporation regarding the increase in the authorized number of shares of common stock. This revision aims to accommodate potential future expansion, secure financial flexibility, and attract investments. By augmenting the authorized shares of common stock, companies can effectively respond to market demands and capitalize on growth opportunities. Keywords: Texas, proposal, amend, restated certificate of incorporation, increasing, authorized number, shares, common stock Types of Texas Proposal to Amend Restated Certificate of Incorporation: 1. Increase in the Authorized Number of Shares of Common Stock: — This type of proposal suggests raising the maximum number of authorized shares of common stock specified in the certificate of incorporation. — By increasing the authorized shares, companies can issue additional shares to shareholders without undergoing the cumbersome process of amending the certificate of incorporation repeatedly. 2. General Purposes of Increasing Authorized Shares of Common Stock: — This type of amendment addresses broader reasons for increasing authorized shares, such as facilitating mergers/acquisitions or enhancing capital raising prospects. — Companies may require additional shares to fund new projects, acquisitions, debt reduction, or other strategic initiatives. 3. Specific Purposes of Increasing Authorized Shares of Common Stock: — In some cases, amendments may specify certain purposes for increasing authorized shares. — These purposes can include providing stock options to employees, establishing equity-based compensation plans for executives, or supporting future stock splits. 4. Protecting Against Potential Dilution: — By expanding the authorized shares, companies can proactively protect against potential dilution caused by employee stock option plans or convertible securities. — This type of proposal aims to maintain control over potential equity dilution and prevent losing voting power or ownership percentage. 5. Shareholder Voting Rights: — Amendments to increase authorized shares of common stock may also address the voting rights and privileges of current shareholders in relation to the newly authorized shares. — These proposals ensure that existing shareholders retain their proportional voting power or preemptive rights when new shares are issued. Conclusion: The Texas proposal to amend the restated certificate of incorporation regarding increasing authorized shares of common stock plays a vital role in providing companies with flexibility for future growth and financial stability. By broadening the authorized share limit, entities can take advantage of various strategic opportunities, protect against dilution, and optimize capital raising capabilities within the state's legal framework.

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(a) Regular meetings of the board of directors of a corporation may be held with or without notice as prescribed by the corporation's bylaws. (b) Special meetings of the board of directors shall be held with notice as prescribed by the bylaws.

(a) The act of a majority of the directors present at a meeting at which a quorum is present at the time of the act is the act of the board of directors of a corporation, unless the act of a greater number is required by the certificate of formation or bylaws of the corporation or by this code.

Section 21.418 - Contracts or Transactions Involving Interested Directors and Officers (a) This section applies to a contract or transaction between a corporation and: (1) one or more directors or officers, or one or more affiliates or associates of one or more directors or officers, of the corporation; or (2) an ...

Under Article 2.21 of the Texas Business Corporation Act (TBCA), for example, shareholders or affiliates cannot be held liable for a corporation's contractual obligations unless they caused the corporation to be used to perpetrate ?an actual fraud? primarily for the purpose of personal benefit?.

If the articles of incorporation of a close corporation states the number of persons, not exceeding twenty (20), who are entitled to be holders of record of its stock, and if the certificate for such stock conspicuously states such number, and if the issuance or transfer of stock to any person would cause the stock to ...

(b) Except as provided by this code, the certificate of formation of a filing entity may authorize the owners or members of the entity to take action without holding a meeting, providing prior notice, or taking a vote if owners or members of the entity having at least the minimum number of votes that would be necessary ...

Current with legislation from the 2023 Regular and Special Sessions effective as of September 1, 2023. Section 21.218 - Examination of Records (a) In this section, a holder of a beneficial interest in a voting trust entered into under Section 6.251 is a holder of the shares represented by the beneficial interest.

(a) The act of a majority of the directors present at a meeting at which a quorum is present at the time of the act is the act of the board of directors of a corporation, unless the act of a greater number is required by the certificate of formation or bylaws of the corporation or by this code.

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(E) No stockholder shall, by reason of the holding of shares of any class or series of capital stock of the Corporation, have any preemptive or preferential ... NUMBER OF AUTHORIZED SHARES. A corporation may issue the number of authorized shares stated in the corporation's certificate of formation. Acts 2003, 78th ...If no shares have been issued, the amendment is adopted by a resolution of the board of directors and the provisions for adoption by shareholders do not apply. A certificate of formation must authorize at least one share. The corporation cannot sell more shares than it is authorized to issue. What is the difference ... (a) The total number of shares of all classes of stock which the Corporation shall have authority to issue is 1,950,000,000 shares of capital stock, consisting ... an amendment to the Company's amended and restated certificate of incorporation to increase the total number of authorized shares of common stock, (ii) the. The number of shares of the total authorized capital stock of the corporation is ... Incorporation, and with the authority to increase or decrease the number of ... Exxon Mobil Corporation Certificate of Incorporation. Restated Certificate of Incorporation of Exxon Mobil Corporation As Amended Effective June 20, 2001. PROPOSAL 2—APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES. Our Restated Certificate of ... Can I use the same amendment form used for the name change to change the number of shares my corporation is authorized to issue? No. The form can only be ...

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