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10-K
ICONIX BRAND GROUP, INC. filed this Form 10-K on 03/28/2019
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(f) In case of any consolidation or merger of the Corporation with or into another corporation, or in case of any sale or conveyance to another corporation, of all or substantially all of the assets or property of the Corporation (each of the foregoing being referred to as a “Transaction”), at the option of the holder of any shares of Series A Preferred Stock, each share of Series A Preferred Stock then outstanding shall thereafter be convertible into, in lieu of the Common Stock issuable upon such conversion prior to consummation of such transaction, the kind and amount of shares of stock and other securities and property receivable {including cash) upon the consummation of such Transaction by a holder of that number of shares of Common Stock into which one share of Series A Preferred Stock was convertible immediately prior to such Transaction (including, on a pro rata basis, the cash, securities or property received by holders of Common Stock in any tender or exchange offer that is a step in such Transaction). In case securities or property other than Common Stock shall be issuable or deliverable upon conversion as aforesaid then all references in this Section 7 shall be deemed to apply, so far as appropriate and nearly as may be, to such other securities or property.

Section 8. Reports as to Adjustments. Upon any adjustment of the Conversion Ratio then in effect and any increase or decrease in the number of shares of Common Stock issuable upon the operation of the conversion set forth in section 7, then, and in each such case, the Corporation shall promptly deliver to each holder of Series A Preferred Stock and to the Transfer Agent of the Common Stock, a certificate signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the conversion ratio then in effect following such adjustment and the increased or decreased number of shares issuable upon the conversion granted by Section 7.

Section 9. Definitions. For the purposes of this Certificate of Designation of Series A Cumulative Convertible Preferred Stock, the following terms shall have the meanings indicated:

“Bussiness Day” shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

“Current Market Price” shall mean the fair market value per share of Common Stock as determined in good faith by the Board of Directors of the Corporation, which may be based on an opinion of an independent investment banking firm with an established national reputation as a valuer of securities.

“Issue Date” shall mean the first date on which shares of Series A Preferred Stock are issued.

“Junior Stock” shall mean any capital stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock.

“Liquidation Preference” with respect to a share of Series A Preferred Stock shall mean $100 per share.

“Parity Stock” shall mean any capital stock of the Corporation ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the series A Preferred Stock.

“Person” shall mean any individual, firm, corporation or other entity, and shall include any successor (by merger or otherwise) of such entity.

“Subsidiary” of any Person means any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by such Person.

“Trading Day” means a Business Day or, if the Common Stock  is listed or admitted to trading on any national securities exchange, a day on which such exchange is open for the transaction of business.

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