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

 

SECRETARY OF STATE

 

DIVISION OF CORPORATIONS

 

FILED 02:00 PM 09/13/1994

 

944171949 – 864972

 

CANDIE’S, INC.

CERTIFICATE OF DESIGNATION

OF SERIES A CUMULATIVE CONVERTIBLE

PREFERRED STOCK SETTING FORTH THE POWERS,

PREFERENCES, RIGHTS, QUALIFICATIONS,

LIMITATIONS AND RESTRICTIONS OF

SUCH SERIES OF PREFERRED STOCK

Pursuant to Section 151 of the General corporation Law of the State of Delaware, Candie’s, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:

That pursuant to the authority given to the Board of Directors of the Corporation by paragraph A of Article Fourth of the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation on September 13, 1994, adopted the following resolution creating a series of Preferred Stock designated as Series A Cumulative Convertible Preferred Stock:

RESOLVED that, pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the General Corporation Law of the State of Delaware and the provisions of the Certificate of Incorporation, a series of the class of authorized Preferred Stock, par value $.01 per share, of the Corporation is hereby created and that the designation and number of shares thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations and restrictions thereof, are as follows:

Section 1. Designation  and Number. (a) The shares of such series shall be designated “Series A Cumulative Convertible Preferred Stock” (the “Series A Preferred Stock”). The number of shares initially constituting the Series A Preferred Stock shall be 14,400, which number may be decreased (but not increased) by the Board of Directors without a vote of stockholders, provided, however, that such number may not be decreased below the number of then outstanding shares of Series A Preferred Stock.

(b) The Series A Preferred Stock shall, with respect to dividend rights and rights on liquidation, dissolution or winding up, rank prior to the Common Stock, par value $.001 per share, of the Corporation (the “Common Stock”) and any other issue of Preferred Stock.

Section 2. Dividends and Distributions. (a) The holders of shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock and of any shares of other capital stock of the Corporation ranking junior to the Series A Preferred Stock as to payment of dividends, shall be entitled to receive, when, as and if declared by the Board of Directors, out of the assets of the Corporation legally available therefor, cumulative cash dividends at a rate of $8.00 per annum per share, subject to appropriate adjustment in the event of any stock split, reverse stock split or other recapitalization. Dividends shall accrue and be payable semiannually, in arrears, on the last business day of April and October in each year (each such date being referred to herein as a “Dividend Payment Date”), commencing April 1, 1995.

(b) Dividends payable pursuant to paragraph (a) of this Section 2 shall begin to accrue and be cumulative from the Issue Date, whether or not earned or declared. The amount of dividends so payable shall be determined on the basis of twelve 30-day months and a 360-day year. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among

 


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