40.4.4: Certificate of Designation (Series A Convertible Preferred)

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Abstract

CERTIFICATE OF DESIGNATION OF SERIES AND DETERMINATION OF RIGHTS AND PREFERENCES OF CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A OF NEWCO, INC. Newco, Inc., a Delaware corporation (the "Company"), acting pursuant to ' 151 of the General Company Law of Delaware, does hereby submit the following Certificate of Designation of Series and Determination of Rights and Preferences of its Convertible Preferred Stock, Series A. FIRST: The name of the Company is Newco, Inc. SECOND: By unanimous consent of the Board of Directors of the Company dated [DATE], the following resolutions were duly adopted: WHEREAS the Certificate of Incorporation of the Company authorizes Preferred Stock consisting of [_____] shares, par value $.01 per share, issuable from time to time in one or more series; and WHEREAS the Board of Directors of the Company is authorized, subject to limitations prescribed by law and by the provisions of Article FOURTH of the Company's