Coro Global Inc - Certificate of Designation of Series A Preferred (incorporated by reference to the Company's Current Report on Form 8-K filed on January 16, 2009).
Exhibit
3.6
ROSS
MILLER
Secretary
Of State
204 North
Carson Street, Ste 1
Carson
City, Nevada 89701-4299
(775) 684
5708
Website:
www.nvsos.gov
Certificate
of Designation
(PURSUANT
TO NRS 78.1955)
Certificate of Designation
for
Nevada Profit
Corporations
(Pursuant
to NRS 78.1955)
Medefile
International, Inc.
2.
|
By
resolution of the board of directors pursuant to a provision in the
articles of incorporation this certificate establishes the following
regarding the voting powers, designations, preferences, limitations,
restrictions and relative rights of the following class or series of
stock.
|
Medefile
International, Inc. (the “Company”), a corporation
organized and existing under the laws of Nevada, does hereby certify that,
pursuant to authority conferred upon the Board of Directors of the Company by
the Articles of Incorporation, as amended, of the Company, and the Board of
Directors of the Company, has adopted resolutions (a) authorizing the issuance
of 10,000 shares of preferred “A” stock, $0.001 par value per share (the
“Preferred A Stock”), of the Company and (b) providing for the designations,
preferences and relative participating, optional or other rights, and the
qualifications, limitations or restrictions thereof, as follows: (please see
Exhibit A, attached hereto).
3.
|
Effective
date of filing (optional)
|
/s/ Milton
Hauser
Signature
of Officer
EXHIBIT
A
CERTIFICATE
OF DESIGNATION
OF
SERIES A CONVERTIBLE PREFERRED STOCK OF
MEDEFILE
INTERNATIONAL, INC.
to
be filed with the Secretary of State
of
the State of Nevada
on
or about December 30, 2008
Medefile
International, Inc. (the “Company”), a corporation
organized and existing under the laws of Nevada, does hereby certify that,
pursuant to authority conferred upon the Board of Directors of the Company by
the Articles of Incorporation, as amended, of the Company, and the Board of
Directors of the Company, has adopted resolutions (a) authorizing the issuance
of 10,000 shares of preferred “A” stock, $0.001 par value per share (the
“Preferred A Stock”), of the Company and (b) providing for the designations,
preferences and relative participating, optional or other rights, and the
qualifications, limitations or restrictions thereof, as follows:
1.
Dividends and Distributions
1.1. Dividend Rate and
Rights. Holders of the Preferred A Stock shall be entitled to receive
dividends or other distributions with the holders of the common stock (“Common
Stock”) of the Corporation on an as converted basis when, as, and if declared by
the Directors of the Corporation.
1.2. Notices of Record
Date. In the
event of any taking by the Corporation of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend (other than a cash dividend which is the same
as cash dividends paid in previous quarter) or other distribution, the
Corporation shall mail to each holder of Preferred A Stock in the same manner as
provided to the holders of the Common Stock, a notice specifying the date on
which any such record is to be taken for the purpose of such dividend or
distribution.
2.
Conversion into Common Stock.
2.1. Right to Convert.
Subject to and upon compliance with the provision of this Section 2, the holders
of the shares of Preferred A Stock shall be entitled, at their option, at any
time, to convert all or any such share of Preferred A Stock into fifty (50)
shares of Common Stock (“Conversion Ratio”).
2.2. Notice of Conversion.
Each Preferred A Stock stockholder who desires to convert into the Corporation’s
Common Stock must provide a ten (10) day written notice to the Corporation of
its intent to convert one or more shares of Preferred A Stock into Common Stock.
The Corporation may, in its sole discretion, waive the written notice
requirement and allow the immediate exercise of the right to
convert.
2.3. Mechanics of
Conversion. No fractional shares of Common Stock shall be issued upon
conversion of Preferred A Stock and the number of shares of Common Stock to be
issued shall be determined by rounding to the nearest whole share (a half share
being treated as a full share for this purpose). Such conversion shall be
determined on the basis of the total number of shares of Preferred A Stock the
holder is at the time converting into Common Stock and such rounding shall apply
to the number of shares of Common Stock issuable upon aggregate conversion.
Before any holder shall be entitled to convert, he shall surrender the
certificate or certificates representing Preferred A Stock to be converted, duly
endorsed or accompanied by proper instruments of transfer, at the office of the
Corporation or of any transfer agent, and shall given written notice to the
Corporation at such office that he elects to convert the same. The Corporation
shall, as soon as practicable thereafter, issue a certificate or certificates
for the number of shares of Common Stock to which the holder shall be entitled.
The Corporation shall, as soon as practicable after delivery of such
certificates, or such agreement and indemnification in the case of a lost,
stolen or destroyed certificate, issue and deliver to such holder of Preferred A
Stock a certificate or certificates for the number of shares of Common Stock to
which such holder is entitled. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of such surrender of the
shares of Preferred A Stock to be converted.
2.4. Adjustments to Conversion
Ratio
A. Merger or
Reorganization. In case of any reorganization, consolidation or merger of
the Corporation as a result of which holders of Common Stock become entitled to
receive other stock or securities or property, or in case of any conveyance of
all or substantially all of the assets of the Corporation to another
corporation, the Corporation shall mail to each holder of Preferred A Stock in
the same manner as provided to the Common Stock holders a notice thereof, and
each such holder shall, upon written notice by the Corporation to the holders of
the Preferred A Stock, convert such holder’s shares of Preferred A Stock into
shares of Common Stock pursuant to this Section 2 immediately prior to the
closing of such reorganization, consolidation or merger of the Corporation, and
thereafter receive the number of shares of stock or other securities or property
to which a holder of the number of shares of Common Stock of the Corporation
deliverable upon conversion of such Preferred A Stock would have been entitled
upon such reorganization, consolidation, merger or conveyance.
B. Subdivision or Combination
of Common Stock. If the Corporation at any time subdivides (by any stock
split, recapitalization or otherwise) one or more classes of its outstanding
shares of Common Stock into a greater number of shares, the Preferred A Stock
Conversion Ratio in effect immediately prior to such subdivision will be
proportionately reduced, and if the Corporation at any time combines (by reverse
stock split or otherwise) one or more classes of its outstanding shares of
Common Stock into a smaller number of shares, the Preferred A Stock Conversion
Ratio in effect immediately prior to such combination will be proportionately
increased.
2.5. No Impairment. The
Corporation will not, by amendment of its Articles of Incorporation, or through
any reorganization transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 2 and in the taking of all
such action as may be necessary or appropriate in order to protect the
Conversion Rights of the holders of the Preferred A Stock against
impairment.
2.6. Certificate as to
Adjustments. Upon the occurrence of each adjustment or readjustment of
the Conversion Ratio of the Preferred A Stock pursuant to this Section 2, the
Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each holder of
Preferred A Stock a certificate setting forth such adjustment or readjustment
and the calculation on which such adjustment or readjustment is based. The
Corporation shall, upon the written request at any time of any holder of
Preferred A Stock, furnish or cause to be furnished to such holder a like
certificate setting forth (i) such adjustments and readjustments, and (ii) the
number of shares of Common Stock and the amount, if any, of other property which
at the time would be received upon the conversion of the Preferred A
Stock.
2.7. Common Stock
Reserved. The Corporation shall take such action as is necessary to amend
the Articles of Incorporation to authorize such number of shares of Common Stock
as shall from time to time be sufficient to effect conversion of the Preferred A
Stock.
3.
Liquidation Preference.
Distribution of Assets in
Liquidation. In
the event of any liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary (a "Liquidation"), the assets of the
Corporation available for distribution to its stockholders shall be distributed
to all holders of Preferred A Stock on an as converted basis and pro rata with
the holders of Common Stock.
4. Voting
Rights.
The
record holders of the Preferred A Stock shall have the right to vote on any
matter with holders of common stock voting together as one (1) class. The record
holder(s) of the 10,000 shares of Preferred A Stock shall have that number of
votes (identical in every other respect to the voting rights of the holders of
common stock entitled to vote at any regular or special meeting of the
shareholders) equal to that number of common shares which is not less than 51%
of the vote required to approve any action, which Nevada law provides may or
must be approved by vote or consent of the holder of common shares or the
holders of other securities entitled to vote, if any.
The
record holders of the Preferred A Stock shall be entitled to the same notice of
any regular or special meeting of the shareholders as may or shall be given to
holders of common shares entitled to vote at such meetings. No corporate actions
requiring majority shareholder approval or consent may be submitted to a vote of
common shareholders which in any way precludes the Preferred A Stock from
exercising its voting or consent rights as though it is or was a common
shareholder.
For
purposes of determining a quorum for any regular or special meeting of the
shareholders, the 10,000 shares of Preferred A Stock shall be included and shall
be deemed as the equivalent of 51% of all shares of Common Stock represented at
and entitled to vote at such meetings.
5. Reissuance.
No share
or shares of Preferred A Stock acquired by the Corporation by reason of
conversion or otherwise shall be reissued as Preferred A Stock, and all such
shares thereafter shall be returned to the status of undesignated and unissued
shares of Preferred Stock of the Corporation.
6. Notices.
6.1. Notice Requirement.
Within ten (10) business days of any adjustment of the Preferred A Stock
Conversion Ratio, the Corporation will give written notice thereof to all
holders of shares of Preferred A Stock. The Corporation will give written notice
to all holders of shares of Preferred A Stock at least ten (10) days prior to
the date on which the Corporation closes its books or takes a record (a) with
respect to any dividend or distribution upon Common Stock, or (b) with respect
to any pro rata subscription offer to holders of Common Stock.
6.2. Form of Notice.
Unless otherwise specified in the Corporation’s Articles of Incorporation or
Bylaws, all notices or communications given hereunder shall be in writing and,
if to the Corporation, shall be delivered to it as its principal executive
offices, and if to any holder of Preferred A Stock, shall be delivered to it at
its address as it appears on the stock books of the Corporation.
[THIS
SPACE IS INTENTIONALLY LEFT BLANK]
RESOLVED, that the date of the
adoption of the amendment by all of the Directors of the Corporation is December
14, 2008. Pursuant to Article Fourth of the Articles of Incorporation, no
shareholder approval is required.
DATE: December 30,
2008
/s/
Milton Hauser
Milton
Hauser, President and Chief Executive Officer
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