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10-K
ICONIX BRAND GROUP, INC. filed this Form 10-K on 03/28/2019
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CERTIFICATE OF AMENDMENT

 

OF THE

 

CERTIFICATE OF INCORPORATION

 

OF

 

MILLFELD TRADING CO. INC.

 

Under section 242 of the Delaware General Corporation Law

MILLFELD TRADING CO. INC., a corporation organized and existing under and by virtue of the General Corporation Law of the state of Delaware (the “corporation”) DOES HEREBY CERTIFY:

 

1.

The name of the Corporation is Millfeld Trading Co. Inc.

 

2.

The Corporation’s Certificate of Incorporation was filed by the Department of State on December 26, 1978.

 

3.

The purpose of this Amendment is among other things, (i) to increase the authorized capital stock of the Corporation to 10,000,000 shares of common stock and 5,000,000 shares of preferred stock; (ii) to reduce the par value of the common stock to $.001 per share; (iii) to eliminate the liability of directors to the Corporation and its stockholders to the fullest extent permitted by the General Corporation Law of Delaware; and (iv) to indemnify any and all persons whom the Corporation shall have power to indemnify to the fullest extent permitted by the General Corporation Law of Delaware.

 

4.

On August l, 1989, the Board of Directors of the corporation adopted the following resolutions by written consent, proposing and declaring advisable the following amendments to the Certificate of Incorporation of the Corporation:

RESOLVED, that Article Third of the Certificate of Incorporation be deleted in its entirety and the following substituted therefor:

THIRD: The nature of the business, and the objects and purposes proposed to be transacted, promoted and carried on, are to do any and all things therein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

To do any lawful act or thing for which corporations may be organized under the General Corporation law of the State of Delaware.

RESOLVED, that Article Fourth of the Certificate of Incorporation be deleted in its entirety and the following substituted therefor:

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Fifteen Million (15,000,000) consisting of:

(a) Ten Million (10,000,000) shares of common stock, $.001 par value (“common Stock”); and

(b) Five Million (5,000,000) shares of Preferred Stock, $.01 par value (“Preferred Stock”) having the following voting powers, restrictions, preferences and qualifications:

 

A.

Preferred Stock

Shares of Preferred Stock may be issued from time to time in one or more series, as may from time to time be determined by the Board of Directors, each of said series to be distinctly designated. All shares of any one series of Preferred Stock shall be alike in every particular, except that there may be different dates from which dividends, if any, thereon shall be cumulative, if made cumulative. The voting powers and the preferences and relative, participating, optional and other special rights or each such series, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding; and the Board of Directors of the Corporation is hereby expressly granted

 


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