EXHIBIT C
Form of Certificate of Designation
CERTIFICATE OF THE DESIGNATIONS, POWERS,
PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER RIGHTS, AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS THEREOF, OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF
PIONEER HI-BRED INTERNATIONAL, INC.
Pioneer Hi-Bred International, Inc., an Iowa corporation
(the "Corporation"), does hereby certify that the Board of
Directors of the Corporation duly adopted the following
resolution, at a meeting duly convened and held on August 5,
1997, in respect of a series of Preferred Stock of the
Corporation, pursuant to authority conferred upon the Board by
Article IV of the Articles of Incorporation of the Corporation
and in accordance with Section ____ of the Business Corporation
Act of the State of Iowa:
BE IT RESOLVED, that the issuance of a series of Preferred
Stock of the Corporation is hereby authorized, and the
designation, amount, powers, preferences and relative,
participating, optional and other special rights and
qualifications, limitations and restrictions thereof, of the
shares of such series of Preferred Stock of the Corporation, are
hereby fixed as follows:
1. DESIGNATION; CLASS AND AMOUNT; CERTAIN DEFINITIONS.
The series of Preferred Stock, the issuance of which is hereby
authorized, shall comprise 200,000 shares the distinctive serial
designation of which shall be "Preferred Stock, Series A", which
is sometimes herein referred to as "Series A Convertible
Preferred Stock". Each share of Series A Convertible Preferred
Stock shall be identical in all respects with all other shares of
Series A Convertible Preferred Stock. The number of shares of
Series A Convertible Preferred Stock which are purchased or
otherwise acquired by the Corporation or converted into Common
Stock shall be canceled and shall revert to authorized but
unissued shares of Series A Convertible Preferred Stock
undesignated as to series. The Corporation shall not issue, sell
or otherwise transfer shares of Series A Convertible Preferred
Stock to any Person other than the members of the Investor Group.
Certain capitalized terms used herein have the meanings specified
therefor in Section 10 below.
2. DIVIDENDS. (a) Except as set forth in the Investment
Agreement, each Holder of shares of Series A Convertible
Preferred Stock shall participate with the holders of Common
Stock in all Dividends, when, as and if declared by the Board and
paid or distributed by the Corporation on or in respect of the
Common Stock on a share for share basis and in like tenor and
forms as the Dividend paid on the Common Stock as if all shares
of Series A Convertible Preferred Stock were converted into the
number of shares of Common Stock (whether or not the Series A
Convertible Preferred Stock is then so convertible) calculated in
accordance with Section 6 below, immediately prior to the record
date for such Dividend. Except as set forth above, holders of
shares of Series A Convertible Preferred Stock shall not be
entitled to receive any dividends. Except to the extent payable
in respect of dividends paid on the Common Stock, no interest, or
sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on shares of Series A
Convertible Preferred Stock.
(b) Dividends on the Series A Convertible Preferred Stock
in respect of each Dividend shall be payable, when and if
declared by the Board of Directors, concurrently with each date
of payment (each such date, a "Dividend Payment Date") by the
Corporation of Dividends on the Common Stock. Dividends payable
in cash shall be paid by wire transfer in immediately available
funds to the accounts designated by the respective Holders in
written notices given to the Corporation at least two Business
Days prior to the payment date or by such other means as may be
agreed to by the Corporation and the respective Holders.
(c) The Corporation will cause written notice of each
Dividend on the Series A Convertible Preferred Stock to be given
to each Holder within five Business Days after it is determined
by the Board of Directors.
3. VOTING RIGHTS. (a) Except as otherwise provided herein
or as required by law, the Holders of Series A Convertible
Preferred Stock shall not be entitled to any Vote.
(b) At any meeting called for the purpose of voting on (or
acting by written consent with respect to) any matter to be voted
upon by the holders of Common Stock of the Corporation, the
holders of shares of Series A Convertible Preferred Stock and the
holders of shares of Common Stock shall vote together as one
class on all matters so submitted to a vote of stockholders of
the Corporation. At any such meeting or in connection with any
such action by written consent, each share of Series A
Convertible Preferred Stock shall carry, as of the record date
applicable to such vote, a number of votes equal to the Per Share
Vote Amount as calculated by the Corporation for such meeting.
(c) In accordance with Section 6.2(b) of the Investment
Agreement, the Corporation will cause written notice of any vote
as to which holders of Common Stock are entitled to vote as a
separate class or voting group under the Articles of
Incorporation or Iowa Law (a "Class Vote"), to be given to each
Holder at least 15 Business Days prior to such Class Vote.
4. LIQUIDATION PREFERENCE. In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation, the Holders of shares of Series A
Convertible Preferred Stock then outstanding shall be entitled,
for each share of Series A Convertible Preferred Stock, to be
paid out of the assets of the Corporation available for
distribution to its stockholders the amount of cash or other
property that would be payable on the number of shares of Common
Stock then issuable upon conversion of such share of Series A
Convertible Preferred Stock (whether or not then convertible)
(such amount payable being adjusted appropriately to reflect any
stock split, stock dividend, reverse stock split, or any
transaction with comparable effect upon the Common Stock) (the
"Liquidation Preference"). This entitlement of the Holders of
shares of Series A Convertible Preferred Stock, to the extent
equal to $.01 for each share of Series A Convertible Preferred
Stock, shall be satisfied before any similar payment shall be
made or any assets distributed to the holders of the Common Stock
or any other security junior in rank to the Series A Convertible
Preferred Stock as to distribution of assets upon such
dissolution, liquidation or winding up and otherwise shall be
satisfied on a pari passu basis with the holders of the Common
Stock. If the assets of the Corporation are not sufficient to
pay in full the liquidation payments payable to all of the
Holders of the outstanding shares of Series A Convertible
Preferred Stock, then the Holders of all such shares shall share
ratably in such distribution of assets in accordance with the
liquidation preference to which they are entitled. For the
purposes of this section, neither the voluntary sale, conveyance,
exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all of the property
or assets of the Corporation nor the consolidation or merger of
the Corporation with one or more other corporations shall be
deemed to be a liquidation, dissolution or winding up, voluntary
or involuntary, unless such voluntary sale, conveyance, exchange
or transfer shall be in connection with a dissolution or winding
up of the business of the Corporation.
5. RESTRICTIONS ON TRANSFER. The shares of Series A
Convertible Preferred Stock are subject to the provisions of the
Investment Agreement (including the provisions thereof
restricting transfer of such stock).
6. CONVERSION. (a)(i) Concurrently with the transfer of
Beneficial Ownership of any share of Series A Convertible
Preferred Stock to any Person other than the Investor or another
member of the Investor Group or Other Investor Affiliate, such
share of Series A Convertible Preferred Stock shall convert into
[100] [FN]Number of shares of Common Stock each share is
convertible into is subject to adjustment prior to Closing in the
event of a stock split, stock combination or similar adjustment
in the number of shares of Common Stock outstanding./[FN] fully-
paid and non-assessable shares of Common Stock (as adjusted
pursuant to Section 6(c)), in accordance with the procedures
provided in clause (b) of this Section 6.
(ii) At any time (x) at the direction of the
Corporation, but only if the Corporation intends to recommend
approval of a Voting Amendment (as defined in the Investment
Agreement), and (y) at the direction of the Investor, following
the approval and effectiveness of a Voting Amendment, shares of
Series A Convertible Preferred Stock shall be mandatorily
convertible into fully-paid and non-assessable shares of Common
Stock, with each share of Series A Convertible Preferred Stock
being converted into [100] [FN]Number of shares of Common Stock
each share is convertible into is subject to adjustment prior to
Closing in the event of a stock split, stock combination or
similar adjustment in the number of shares of Common Stock
outstanding./[FN] shares of Common Stock (as adjusted pursuant to
Section 6(c)).
(iii) The Investor shall have the right, in
accordance with Section 8.8 of the Investment Agreement, at any
time that the Investor may exercise the Optional Conversion Right
(as defined in the Investment Agreement) in accordance with the
Investment Agreement, to cause all shares of Series A Convertible
Preferred Stock to be converted into fully-paid and non-
assessable shares of Common Stock, with each share of Series A
Convertible Preferred Stock being converted into [100] [FN]Number
of shares of Common Stock each share is convertible into is
subject to adjustment prior to Closing in the event of a stock
split, stock combination or similar adjustment in the number of
shares of Common Stock outstanding./[FN] shares of Common Stock
(as adjusted pursuant to Section 6(c)).
(iv) At any time that all outstanding shares of Common
Stock (or whatever security received upon conversion or exchange
thereof) have the same vote per share, if any, without any time
phase voting, all shares of Series A Convertible Preferred Stock
shall be convertible into fully-paid and non-assessable shares of
Common Stock, with each such share of Series A Convertible
Preferred Stock being converted into [100] [FN]Number of shares
of Common Stock each share is convertible into is subject to
adjustment prior to Closing in the event of a stock split, stock
combination or similar adjustment in the number of shares of
Common Stock outstanding./[FN] shares of Common Stock (as
adjusted pursuant to Section 6(c)).
(v) Except as set forth in this Section 6(a), the
shares of Series A Convertible Preferred Stock are not
convertible at the option of the Holder thereof.
(b) (i) Any Holder of shares of Series A Convertible
Preferred Stock required (or in the case of clauses (iii) or (iv)
above requesting) to convert any or all such shares into Common
Stock shall surrender the certificate(s) evidencing such shares
of Series A Convertible Preferred Stock of the Holder at the
office of the transfer agent appointed for the purpose of such
conversion by the Corporation. Such surrendered certificate(s),
if the Corporation shall so require, shall be duly endorsed to
the Corporation or in blank, or accompanied by proper instruments
of transfer to the Corporation or in blank.
(ii) The Corporation shall, within one Business Day
after such surrender of certificates evidencing shares of Series
A Convertible Preferred Stock accompanied by written notice and
in compliance with any other conditions contained herein, issue
and deliver, or cause to be issued and delivered, to the
Person(s) for whose account such certificate(s) evidencing shares
of Series A Convertible Preferred Stock were so surrendered, or
to the nominee(s) of such Person(s), certificates representing
the number of full shares of Common Stock to which such Person
shall be entitled pursuant to the then-applicable conversion
rate. Such conversion shall be deemed to have been made on the
date of such surrender of the certificate(s) evidencing shares of
Series A Convertible Preferred Stock to be converted (the
"Surrender Date") and the Person(s) entitled to receive the
Common Stock deliverable upon conversion of such Series A
Convertible Preferred Stock shall be treated for all purposes as
the record holder(s) of such Common Stock on such date and
thereafter. Conversion of Series A Convertible Preferred Stock
may otherwise be achieved in accordance with such procedures as
the Corporation and a majority of the Holders may agree.
(iii) In the event that fewer than all shares of
Series A Convertible Preferred Stock represented by a surrendered
certificate are to be converted hereunder, a new certificate
shall be issued at the Corporation's expense representing the
shares of Series A Convertible Preferred Stock not so converted.
(iv) In connection with the conversion of any shares of
Series A Convertible Preferred Stock, no fractions of shares of
Common Stock shall be issued, but in lieu thereof the Corporation
shall pay a cash adjustment in respect of such fractional
interest in an amount equal to such fractional interest
multiplied by the Market Price (as defined in the Investment
Agreement) per share of Common Stock on the day on which such
shares of Series A Convertible Preferred Stock are deemed to have
been converted.
(c) The conversion rate shall be adjusted from time to
time as follows:
(i) In case the Corporation shall, at any time or from
time to time while any of the shares of Series A Convertible
Preferred Stock are outstanding, (A) subdivide or reclassify its
outstanding shares of Common Stock into a larger number of
shares, or (B) combine or reclassify its outstanding shares of
Common Stock into a smaller number of shares, the conversion rate
in effect immediately prior to such action shall be adjusted so
that the Holder of any shares of Series A Convertible Preferred
Stock thereafter surrendered for conversion shall be entitled to
receive the number of shares of Common Stock which such Holder
would have owned or have been entitled to receive immediately
following such action had such shares of Series A Convertible
Preferred Stock been converted immediately prior thereto. An
adjustment made pursuant to this Section 6(c)(i) shall become
effective immediately after the close of business on the
effective date of a subdivision, reclassification or combination.
If, as a result of an adjustment made pursuant to this Section
6(c)(i), the Holder of any shares of Series A Convertible
Preferred Stock thereafter surrendered for conversion shall
become entitled to receive shares of two or more classes of
capital stock of the Corporation, the Board of Directors shall
make an appropriate allocation of the adjusted conversion rate
between or among shares of such classes of capital stock in
accordance with the entitlements of the Common Stock underlying
the Series A Convertible Preferred Stock in connection with such
adjustment.
(ii) Whenever an adjustment in the conversion rate is
required, the Corporation shall forthwith place on file with its
Transfer Agent a statement signed by its Chief Executive Officer,
Chief Financial Officer or a Vice President and by its Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer, stating
the adjusted conversion rate determined as provided herein. Such
statements shall set forth in reasonable detail such facts as
shall be necessary to show the reason and the manner of computing
such adjustment.
(d) (i) The Corporation shall at all times reserve and
keep available, free from preemptive rights, out of its
authorized and unissued stock, such number of shares of its
Common Stock as shall from time to time be sufficient to effect
the conversion of all shares of Series A Convertible Preferred
Stock from time to time outstanding, solely for the purpose of
effecting such conversion. The Corporation shall, from time to
time, in accordance with the laws of the State of Iowa, increase
the authorized number of shares of Common Stock if at any time
the number of shares of authorized and unissued Common Stock
shall not be sufficient to permit the conversion of all the then
outstanding shares of Series A Convertible Preferred Stock.
(ii) The Corporation will pay any and all stamp and
transfer taxes that may be payable in respect of the issuance or
delivery of shares of Common Stock upon conversion of shares of
Series A Convertible Preferred Stock pursuant hereto. The
Corporation shall not, however, be required to pay any tax which
may be payable in respect of any transfer involved in the
issuance and delivery of shares of Common Stock in a name other
than that in which the shares of Series A Convertible Preferred
Stock so converted were registered and no such issuance or
delivery shall be made unless and until the person requesting
such issuance has paid to the Corporation the amount of any such
tax or has established to the satisfaction of the Corporation
that such tax has been paid.
(e) In case of (i) any reclassification or change of
outstanding shares of Common Stock (other than a change in par
value or from par value to no par value or from no par value to
par value, or as a result of a subdivision or combination) or
(ii) any consolidation or merger of the Corporation with one or
more other corporations (other than a consolidation or merger in
which the Corporation is the continuing corporation and which
does not result in any reclassification or change of outstanding
shares of Common Stock issuable upon conversion of Series A
Convertible Preferred Stock) or (iii) any sale or conveyance to
another corporation or other entity of all or substantially all
of the property of the Corporation, then the Corporation, or such
successor corporation or other entity, as the case may be, shall
make appropriate provision so that the holder of each share of
Series A Convertible Preferred Stock then outstanding shall have
the right to convert such share into the kind and amount of
shares of stock or other securities and property receivable upon
such consolidation, merger, sale, reclassification, change or
conveyance by a holder of the number of shares of Common Stock
into which such shares of Series A Convertible Preferred Stock
might have been converted immediately prior to such
consolidation, merger, sale, reclassification, change or
conveyance, subject to adjustment which shall be as nearly
equivalent as may be practicable to the adjustments provided for
in Section 6(c). If the holders of Common Stock are entitled to
elect the consideration payable pursuant any consolidation,
merger, sale, conveyance or other transaction or event set forth
above, the Holders also shall be entitled to elect between such
forms of consideration. The provisions of this paragraph shall
apply similarly to successive consolidations, mergers, sales,
conveyances or other transactions or events.
(f) Whenever the number of shares of Common Stock into
which each share of Series A Convertible Preferred Stock is
convertible is adjusted as provided in this Section 6, the
Corporation shall promptly mail to the Holders a notice in
accordance with Section 8 below stating that the number of shares
of Common Stock into which the shares of Series A Convertible
Preferred Stock are convertible has been adjusted and setting
forth the new number of shares of Common Stock (or describing the
new stock, securities, cash or other property) into which each
share of Series A Convertible Preferred Stock is convertible, as
a result of such adjustment, a brief statement of the facts
requiring such adjustment and the computation thereof, and when
such adjustment became effective.
7. LIMITED PRIORITY. The Series A Convertible Preferred
Stock shall, to the extent of the Liquidation Preference set
forth in Section 4, be senior in rank as to distribution of
assets upon any liquidation, dissolution or winding up of the
affairs of the Corporation, to the Common Stock, or any class of
equity securities of the Corporation which by its terms are
junior to the Series A Convertible Preferred Stock, unless the
Holders of 66 2/3 percent of the outstanding shares of the Series
A Convertible Preferred Stock shall otherwise consent.
8. NOTICES. The Corporation shall provide notice to each
Holder of any action taken or proposed to be taken or any
determination made by the Corporation and/or the Holder under the
terms of this Certificate of Designations. Notice of any such
action or determination by the Corporation and/or the Holder and
all other notices and other communications provided for in this
Certificate of Designations shall be delivered by facsimile and
by reputable overnight courier,
(a) If to the Company, to:
Pioneer Hi-Bred International, Inc,
700 Capital Square
Des Moines, Iowa 50309
Attention: General Counsel
Telephone: 515-248-4800
Telecopier: 515-248-4844
with a copy to:
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Facsimile: (212) 859-4000
Attn.: Stephen Fraidin
or such other address as the Corporation shall have
furnished to the Holders in writing,
(b) if to a Holder, to the address and facsimile number of
such Holder listed on the Stock Books of the Corporation.
9. DEFINITIONS. Certain capitalized terms are used herein
as defined below:
"AFFILIATE" of a Person has the meaning set forth in Rule
12b-2 under the Exchange Act.
"ARTICLES OF INCORPORATION" means the Third Restated and
Amended Articles of Incorporation of the Corporation, as amended
from time to time.
"BENEFICIALLY OWNED" with respect to any securities means
having "beneficial ownership" of such securities (as determined
pursuant to Rule 13d-3 under the Exchange Act, as in effect on
the date hereof, without limitation by the 60-day provision in
paragraph (d)(1)(i) thereof). The terms "Beneficial Ownership"
and "Beneficial Owner" have correlative meanings.
"BOARD" means the Board of Directors of the Corporation.
"BUSINESS DAY" means any day other than a Saturday, Sunday,
or a day on which banking institutions in the State of Iowa are
authorized or obligated by law or executive order to close.
"CERTIFICATE OF DESIGNATIONS" means this Certificate of
Designations, Powers, Preferences and Relative, Participating,
Optional or other Rights, and the Qualifications, Limitations or
Restrictions Thereof, creating the Series A Convertible Preferred
Stock.
"COMMON STOCK" means the Common Stock, par value $1.00 per
share, of the Corporation.
"COMMON VOTING POWER" means, in respect of any record date
for any meeting of stockholders (or action by written consent in
lieu of a meeting) the aggregate Votes represented by all then
outstanding Voting Securities other than the Series A Convertible
Preferred Stock as determined by the Board in accordance with the
procedures set forth in the Articles of Incorporation based on
the actual Votes entitled to be voted at such meeting (excluding
any estimation of any kind, including as to who would have been
entitled to 5 Votes per share if such shareholders had taken the
requisite steps to obtain such Vote).
"DIVIDEND" means any dividend or distribution on or in
respect of the Common Stock of the Corporation, whether in cash,
additional shares of Common Stock or other property.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and the regulations promulgated thereunder.
"HOLDER" means a holder of record of a share or shares of
Series A Convertible Preferred Stock.
"INVESTMENT AGREEMENT" means the Agreement, dated as of
August 6, 1997, between the Investor and the Corporation, as
amended and/or restated from time to time.
"INVESTOR" means E.I. du Pont de Nemours and Company.
"INVESTOR GROUP" shall have the meaning set forth in the
Investment Agreement.
"INVESTOR GROUP TOTAL OWNERSHIP PERCENTAGE" means, with
respect to the Investor Group calculated at a particular point in
time, the ratio, expressed as a percentage, of (a) the total
number of shares of Common Stock Beneficially Owned by the
Investor Group and issuable upon conversion of (whether or not
then convertible), or otherwise constituting the economic
equivalent of, all Common Securities (as defined in the
Investment Agreement) Beneficially Owned by the Investor Group,
over (b) the total number of shares of Common Stock then
outstanding and the number of shares of Common Stock issuable
upon conversion (whether or not then convertible) of, or
otherwise constituting the economic equivalent of, all
outstanding Common Securities; PROVIDED that in no event shall
the Investor Group Total Ownership Percentage of all Holders of
Series A Convertible Preferred Stock be greater than 20%.
"IOWA LAW" shall mean the Business Corporation Act of the
State of Iowa.
"LIQUIDATION PREFERENCE" has the meaning specified in
Section 4 above.
"OTHER INVESTOR AFFILIATE" shall have the meaning set forth
in the Investment Agreement.
"PER SHARE VOTE AMOUNT" means in respect of any record date
for any meeting of stockholders (or action by written consent in
lieu of a meeting) that number of Votes per share of Series A
Convertible Preferred Stock equal to (x) the Total Preferred Vote
Amount as of such record date amount divided by (y) the number of
shares of Series A Convertible Preferred Stock outstanding as of
such record date.
"PERSON" means any individual, corporation, company,
association, partnership, joint venture, limited liability
company, trust or unincorporated organization, group (within the
meaning of Rule 13d-5 under the Exchange Act) or a government or
any agency or political subdivision thereof.
"SERIES A CONVERTIBLE PREFERRED STOCK" has the meaning
specified in Section 1 above.
"STOCK BOOKS" means the stock transfer books of the
Corporation relating to its Common Stock and Preferred Stock.
"SUBSIDIARY" means, as to any Person, any other Person more
than fifty percent (50%) of the shares of the voting stock or
other voting interests of which are owned or controlled, or the
ability to select or elect more than fifty percent (50%) of the
directors or similar managers is held, directly or indirectly, by
such first Person or one or more of its Subsidiaries or by such
first Person and one or more of its Subsidiaries. A Subsidiary
that is directly or indirectly wholly-owned by another Person
except for directors' qualifying shares shall be deemed wholly-
owned for purposes of this Agreement.
"SURRENDER DATE" has the meaning specified in Section 6
above.
"13D GROUP" shall mean any group of Persons who, with
respect to those acquiring, holding, voting or disposing of
Voting Securities would, assuming ownership of the requisite
percentage thereof, be required under Section 13(d) of the
Exchange Act and the rules and regulations thereunder to file a
statement on Schedule 13D with the Securities and Exchange
Commission as a "person" within the meaning of Section 13(d)(3)
of the Exchange Act, or who would be considered a "person" for
purposes of Section 13(g)(3) of the Exchange Act.
"TOTAL PREFERRED VOTE AMOUNT" means, in respect of the
record date for any meeting (or action by written consent in lieu
of a meeting) of shareholders of the Corporation to vote on any
matter, an aggregate number of Votes equal to (a) the Common
Voting Power as of such record date multiplied by (b) a fraction,
the numerator of which is the Investor Group Total Ownership
Percentage (expressed as a fraction carried to two decimal
places) as of such record date and the denominator of which is
1.00 minus the Investor Group Total Ownership Percentage
(expressed as a fraction carried to two decimal places) as of
such record date; provided that in no event shall the Total
Preferred Vote Amount be greater than 20% of Total Voting Power.
"TOTAL VOTING POWER" means in respect of any record date for
any meeting of stockholders (or action by written consent in lieu
of a meeting) the aggregate Votes represented by all then
outstanding Voting Securities as determined by the Board in
accordance with the procedures set forth in the Articles of
Incorporation based on the actual Votes entitled to be voted at
such meeting (excluding any estimation of any kind, including as
to who would have been entitled to 5 Votes per share if such
shareholders had taken the requisite steps to obtain such Vote).
"VOTES" shall mean, at any time, with respect to any Voting
Securities, the total number of votes that would be entitled to
be cast by the holders of such Voting Securities generally (by
the terms of such Voting Securities, the Articles of
Incorporation or any certificate of designations for such Voting
Securities) in a meeting for the election of directors held at
such time, including the votes that would be able to be cast by
holders of shares of Series A Convertible Preferred Stock in
accordance with the procedures set forth in the Articles of
Incorporation based on the actual number of Votes entitled to be
voted at such meeting (excluding any estimation of any kind,
including as to who would have been entitled to 5 Votes per share
if such shareholders had taken the requisite steps to obtain such
Vote).
"VOTING SECURITIES" means the shares of Common Stock, the
Series A Convertible Preferred Stock and any other securities of
the Corporation entitled to vote generally for the election of
directors, and any securities (other than employee stock options)
which are convertible into, or exercisable or exchangeable for,
Voting Securities.
IN WITNESS WHEREOF, Pioneer Hi-Bred International, Inc., has
caused this Certificate to be made under the seal of the
Corporation and signed and attested by the undersigned officers
of the Corporation this ____ day of ___________, 1997.
PIONEER HI-BRED INTERNATIONAL, INC.
By
Name:
Title:
(Corporate Seal)
Attest:
By
Name:
Title: