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ICONIX BRAND GROUP, INC. filed this Form 10-K on 03/28/2019
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For any and all purposes of this Certificate of Incorporation, neither the merger or consolidation of the Corporation into or with any other corporation, nor the merger or consolidation of any other corporation into or with the Corporation, nor a sale, transfer or lease of all or substantially all of the assets of the Corporation, or any other transaction or series of transactions having the effect of a reorganization shall be deemed to be a liquidation, dissolution or winding-up of the Corporation.


Except as otherwise expressly provided by law or in a resolution of the Board of Directors providing voting rights to the holders of the Preferred Stock, the holders of the Common Stock shall possess exclusive voting power for the election of directors and for all other purposes and each holder thereof shall be entitled to one vote for each share thereof.”

THIRD: The foregoing amendments have been duly adopted by the stockholders of the corporation in accordance with Section 242 of the General Corporation Law of the state of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Michael Callahan, its President and attested by Dominick Gallo, its Secretary, this 23th day of February, 1993.



/s/ Michael Callahan


Michael Callahan,








/s/ Dominick Gallo


Dominick Gallo,








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