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10-K
ICONIX BRAND GROUP, INC. filed this Form 10-K on 03/28/2019
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The directors shall have power to make and to alter or amend the By­Laws; to fix the amount to be reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchises of the Corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have authority to dispose, in any manner, of the whole property of the Corporation.

The By-Laws shall determine whether and to what extent the accounts and books of this Corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right of inspecting any account, or book, or document of the Corporation, except as conferred by Law or the By-Laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the Corporation outside the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the laws of Delaware.

It is the intention that the objects, purposes and powers specified in Article Fifth hereof shall, except where otherwise specified in Article Fifth, be in nowise limited or restricted by reference to or inference from the terms of any other article, clause or paragraph in this Certificate of Incorporation, but that the objects, purposes and powers specified in Article Fifth and in each of the article, clauses or paragraphs of this charter shall be regarded as independent objects, purposes and powers.”

RESOLVED, that Article Sixth of the certificate of Incorporation be deleted in its entirety and the following substitute therefor:

SIXTH: The Corporation is to have perpetual existence.”

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

SEVENTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or Class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of the Corporation, as the case may be, and also on the Corporation.”

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

EIGHTH: The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the General Corporation law of the State of Delaware, as the same may be amended and supplemented.

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

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